UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): August 31, 2009
XODTEC GROUP USA, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-148005 | 20-8009362 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
112 North Curry Street Carson City, NV | 89703-4934 |
| (Address of principal executive offices) | (Zip Code) |
| (775) 321-1013 |
| (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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.01. Changes in Registrant’s Certifying Accountant.
On August 25, 2009, the Registrant was advised that Kyle L. Tingle, CPA, LLC (“Tingle”) had resigned as the Registrant’s independent accountant effective August 18, 2009. The Registrant’s Board of Directors approved Tingle’s resignation pursuant to Item 304(a)(1)(iii) of Regulation S-K.
Tingle’s reports on the Registrant ’s financial statements for the years ended February 28, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles except that the reports for both years indicated that the Registrant is in the development stage, has suffered significant operating losses, and is dependent upon its stockholders to provide sufficient working capital to meet its obligations and sustain its operations. Accordingly, such reports indicated that there was substantial doubt as to the Registrant’s ability to continue as a going concern and that the financial statements did not include any adjustments that might result from the outcome of this uncertainty.
During the years ended February 28, 2008 and 2007 and through August 18, 2009, there were no disagreements with Tingle on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Tingle, would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the years ended February 28, 2008 and 2007 and through August 18, 2009, there were no matters that were either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
The Registrant provided Tingle with a copy of the foregoing disclosures and requested Tingle to furnish the Registrant with a letter addressed to the Securities and Exchange Commission stating whether or not Tingle agrees with the disclosures. Upon receipt a copy of Tingle’s letter will be filed as Exhibit 16.1 in an amendment to this Current Report on Form 8-K.
SIGNATURE
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.
| Date: August 31, 2009 | XODTEC GROUP USE, INC. |
| | | |
| | | |
| | By: | /s/ Chao-Wu Chou |
| | | Chao-Wu Chou, Chief Executive Officer |
