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EX-16.1 - LETTER FROM CPA - Odyssey Group International, Inc.odyssey_ex1601.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

August 5, 2020

 

Date of Report (Date of earliest event reported)

 

ODYSSEY GROUP INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

333-200785

(Commission File Number)

 

Nevada 47-1022125
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
   
2372 Morse Ave., Irvine, CA 92614
(Address of principal executive offices) (Zip Code)

 

(619) 832-2900

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each Class Trading Symbol Name of each exchange on which registered
Common Stock ($0.001 par value) ODYY OTC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

   
 

 

Item 4.01Change in Registrant's Certifying Accountant.

 

(a)Former Independent Registered Public Accounting Firm

 

Odyssey Group International, Inc. ("Odyssey" or the "Company") received notice from its independent registered public accounting firm, Piercy Bowler Taylor & Kern (“PBTK”), that the shareholders and professional staff of PBTK joined BDO USA, LLP (“BDO”), effective July 1, 2020. As a result, on August 5, 2020, the Company received notice that PBTK was resigning as the Company’s independent registered public accounting firm for and with respect to the fiscal year ending July 31, 2020.

 

During the two fiscal years ended July 31, 2019 and 2018, and the subsequent interim periods through August 5, 2020, there were no: (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with PBTK on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

 

The audit reports of PBTK on the Company’s financial statements as of and for the years ended July 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports included an explanatory paragraph noting that the Company has incurred recurring losses from operations and is dependent on additional financing to fund operations, and that such conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company provided PBTK with a copy of the foregoing disclosures and requested PBTK to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above disclosures. A copy of the letter furnished pursuant to that request is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b)New Independent Registered Public Accounting Firm

 

On August 5, 2020, the Audit Committee appointed BDO as the Company’s new independent registered public accounting firm, effective immediately. During the fiscal years ended July 31, 2019 and 2018, and during all subsequent interim periods through August 5, 2020, neither the Company nor anyone on its behalf consulted with BDO regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and in each case where a written report or oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of a “disagreement” with its former auditors within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions or a “reportable event” within the meaning of Item 304(a)(1)(v) Regulation S-K.

 

Item 9.01Financial Statements and Exhibits

  

Exhibit No. Description
   
16.1 Letter from Piercy Bowler Taylor & Kern, CPAs to the Securities and Exchange Commission.
   
   

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  ODYSSEY GROUP INTERNATIONAL, INC.
     
Date: August 6, 2020 By: /s/ Joseph Michael Redmond                 
    Name: Joseph Michael Redmond
    Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

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