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

Date of Report (Date of earliest event reported): February 28, 2022

ODENZA CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (86) 18628565646

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act: None

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

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 4.01 Changes in Registrant’s Certifying Accountant

Previous Independent Accountants

On February 28, 2022, the Company dismissed Weinberg & Company, P.A. (“Weinberg”) as the Company’s independent registered public accounting firm. The decision to dismiss Weinberg was approved by our Board of Directors. The Company has authorized Weinberg to respond fully to the inquiries of the successor auditors.

During the two fiscal years ended January 31, 2021, and the subsequent interim periods through February 28, 2022, there were no: (1) disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K) with Weinberg 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) other than the material weakness in internal control over financial reporting identified and disclosed by us in our Form 10-K for the year ended January 31, 2021.

The audit reports of Weinberg on the Company’s financial statements as of and for the years ended January 31, 2021 and 2020, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that Weinberg’s reports contained an explanatory paragraph which noted that there was substantial doubt about Odenza Corp.’s ability to continue as a going concern.

We have provided Weinberg with a copy of the foregoing disclosures and have requested that Weinberg provide a letter addressed to the Securities & Exchange Commission stating whether it agrees with the disclosure contained herein and, if not, stating the respects in which it does not agree. Pursuant to our request, Weinberg has provided the letter attached hereto as Exhibit 16.1.

New Independent Accountants

On February 28, 2022, our Board of Directors appointed TAAD LLP of Diamond Bar, California (“TAAD”) as our independent registered public accounting firm, to audit our financial statements for the year ended December 31, 2021. During our two most recent fiscal years and the subsequent interim periods preceding their appointment as independent accountants, neither we nor anyone on our behalf consulted TAAD regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered of our financial statements, nor has TAAD provided to us with a written report or oral advice regarding such principles or audit opinion.

Item 9.01 Financial statements and Exhibits

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.

Dated: February 28, 2022