8-K

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 25, 2010

XODTEC GROUP USA, INC.

(Exact name of registrant as specified in Charter)

Nevada	333-148005	20-8009362
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

2F, No. 139, Jian 1st Rd.

Jhonghe City. Taipei County 235

Taiwan, Republic of China

  (Address of Principal Executive Offices)

(886) 02-2228-6276

 (Registrant’s Telephone number)

Copies to:

Asher S. Levitsky PC

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 981-6767

Fax: (212) 930 – 9725

E-mail: alevitsky@srff.com

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(b) under the Exchange Act (17 CFR 240.14a-12(b))

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))

Item 4.01 Change in Registrant’s Certifying Accountant

On February 25, 2010, the board of directors of Xodtec Group USA, Inc. (the “Company”) dismissed Brock, Schechter & Polakoff, LLP (“BSP”), as its registered independent accounting firm, and selected Simon & Edward, LLP (“Simon & Edward”) to serve as the Company’s independent registered accounting firm for the year ending February 28, 2010.

BSP audited the financial statements of the Company’s subsidiaries, UP-Tech Technology Co., Ltd. and Targetek Technology Co., Ltd. for the years ended December 31, 2008 and 2007 and the financial statements of our subsidiary Xodtec Technology, Inc. for the year ended December 31, 2008.  During the Company’s two most recent fiscal years and any subsequent interim period through the date of dismissal, there were no disagreements with BSP 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 BSP, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.

During the two most recent fiscal years and through the date of our engagement with Simon & Edward, we did not consult with Simon & Edward 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 on the Company’s financial statements.

Prior to engaging Simon & Edward, Simon & Edward did not provide our company with either written or oral advice that was an important factor considered by the Company in reaching a decision to change our independent registered public accounting firm.

Item 7.01 Regulation FD Disclosure.

On February 25, 2010, the Company issued a press release to announce its appointment of Simon & Edward. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01  Financial Statements and Exhibits.

Exhibits
16.1	Letter from Brock, Schechter & Polakoff, LLP.
99.1	Press Release, dated February 25, 2010.

2

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.

Date: February 25, 2010	Xodtec Group USA, Inc.
By:	/s/ Yao-Ting Su
	Yao-Ting Su
	Chief Executive Officer

3

EX-16.1

EXHIBIT 16.1

February 25, 2010

Securities and Exchange Commission

100 F Street, NE

Washington, DC  20549

U.S.A.

RE: Xodtec Group USA, Inc.

Dear Ladies and Gentlemen:

We are the former independent auditors for Xodtec Group USA, Inc. (the “Company”).  We have read the Company’s disclosure in the section “Changes In Registrant’s Certifying Accountant” as included in Section 4.01 of the Company’s Form 8-K dated February 25, 2010 and are in agreement with the disclosure in that section, insofar as it pertains to our firm.

Yours very truly,

/s/Brock, Schechter & Polakoff, LLP

EX-99.1

EXHIBIT 99.1

Xodtec Group USA, Inc. Engages New Independent Auditor

Companies:

Xodtec Group USA, Inc

Press Release Source: Xodtec Group USA, Inc. On Thursday February 25, 2010, 4:58 pm

TAIPEI, Taiwan, Feb. 25, 2010 (GLOBE NEWSWIRE) -- Xodtec Group USA, Inc. (OTCBB:XODG - News) (the "Company"), a leading Taiwan-based LED lighting solutions and products provider, announced today its appointment of Simon & Edward, LLP as the Company's independent registered accounting firm.

Simon & Edward, an independent member of the BDO Seidman Alliance, replaces Brock, Schechter & Polakoff, LLP as the Company's registered independent accounting firm.

About Xodtec Group USA, Inc.

Xodtec is an energy-saving LED lighting solutions provider based in Taiwan. Xodtec provides high performance and cost-effective energy-saving LED solutions and lighting products for private companies, public facilities, residential communities, factories and households, providing optimal energy-saving solutions that meet today's energy management requirements. Please visit our website http://www.xodtec.com for detailed company information. Information on the Company's website or any other website does not constitute a part of this press release.

The Xodtec Group USA, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7143

Safe Harbor Statement

This press release contains certain statements that may include "forward looking statements." These forward looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

Contact:

Xodtec Group USA, Inc.

Ethan Chang

011-886-2-2228-6276

ethan.chang@xodtec.com

http://www.xodtec.com