UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 5, 2013 (August 1, 2013)
 
OxySure Systems, Inc.
(Exact name of registrant as specified in its chapter)
 
Delaware
 
000-54137
 
71-0960725
(State or other jurisdiction
of incorporation
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

10880 John W. Elliott Drive, Suite 600, Frisco, TX
 
75033
(Address of principal executive offices)
 
(Zip Code)

(972) 294-6450
Registrant's telephone number, including area code
 
 
(Former name or former address, if changed since last report)

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:

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))
 


 
 

 
 
Section 1 – Registrant’s Business and Operations

Item 4.01. Changes in Registrant’s Certifying Accountant.

On August 1, 2013 the Company's Board of Directors dismissed Sam Kan & Company (“SKCO”) as the Company's independent registered public accounting firm effective immediately.

The reports of SKCO on the financial statements of the Company for the fiscal years ended December 31, 2012 and 2011 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the Company's audited financial statements contained in its Form 10K for the years ended December 31, 2012 and 2011 included a going concern qualification.
 
During the years ended December 31, 2012, 2011, 2010, 2009, 2008 and through August 1, 2013, there were no (a) disagreements with SKCO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to SKCO’s satisfaction, would have caused SKCO to make reference to the subject matter thereof in connection with its reports for such years; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

The Company provided SKCO with a copy of the disclosures it is making in this Current Report on Form 8-K and requested from SKCO a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of SKCO 's letter dated August 1, 2013 is attached.

Contemporaneous with the determination to dismiss SKCO, the Company's Board of Directors engaged Sadler, Gibb & Associates, LLC ("Sadler") as the Company's independent registered public accounting firm for the year ending December 31, 2013, also to be effective immediately and include the review of the Company's fiscal quarters ended June 30, 2013 and September 30, 2013.

The Company has not previously consulted with Sadler regarding either (i) the application of accounting principles to a specific completed or contemplated transaction; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) a reportable event (as provided in Item 304(a)(1)(v) of Regulation S-K) during the years ended December 31, 2012 and 2011, and any later interim period, including the interim period up to and including the date the relationship with the SKCO ceased. Sadler has reviewed the disclosure required by Item 304 (a) before it was filed with the Commission and has been provided an opportunity to furnish the Company with a letter addressed to the Commission containing any new information, clarification of the Company's expression of its views, or the respects in which it does not agree with the statements made by the Company in response to Item 304 (a).  Sadler has elected not furnish a letter to the Commission.
 
Item 9.01.  Financial Statements and Exhibits.

Exhibit 16.1.  The following exhibit is being filed herewith this Current Report on Form 8-K.

Letter from Sam Kan & Company to the Securities and Exchange Commission dated August 1, 2013.

 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 
Date: August 5, 2012
   
 
OXYSURE SYSTEMS, INC.,
 
a Delaware corporation
     
 
/s/ Julian T. Ross
 
BY:
Julian T. Ross
 
ITS:
Chief Executive Officer, President,
   
Chief Financial Officer, and Secretary
 
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