UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-54137

 

OXYSURE SYSTEMS, INC.

(Exact name of registrant as specified in its charter) 

Delaware	71-0960725
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

10880 John W. Elliott Drive, Suite 600, Frisco, TX 75033

(Address of principal executive offices)

(972) 294-6450

(Registrant’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒

Our common stock is traded in the over-the-counter market and quoted on the OTCQB under the symbol “OXYS.”

The number of shares outstanding of the registrant’s class of $0.0004 par value common stock as of November 13, 2014 was 26,889,517.

INDEX

		Page
		Number
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (Unaudited)	3
	Condensed Balance Sheets – September 30, 2014 and December 31, 2013	3
	Condensed Statements of Operations – For the three and nine months ended September 30, 2014 and 2013	4
	Condensed Statements of Cash Flows – For the three and nine months ended September 30, 2014 and 2013	5
	Condensed Notes to Financial Statements	6 – 15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Controls and Procedures	20
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21
SIGNATURES		22

2

PART I - FINANCIAL INFORMATION

ITEM 1.  CONDENSED FINANCIAL STATEMENTS

OXYSURE SYSTEMS INC.

BALANCE SHEETS

	September 30,			December 31,
	2014			2013
	Unaudited
ASSETS
Current assets
Cash and cash equivalents	$	8,654		$	657,673
Accounts receivable, net		492,098			47,183
Inventories		299,284			287,666
License fee receivable		463,308			500,000
Prepaid expenses and other current assets		68,702			107,305
Total current assets		1,332,046			1,599,827
Property and equipment, net		128,061			70,249
Intangible assets, net		370,321			392,746
Other assets		266,066			289,532
TOTAL ASSETS	$	2,096,494		$	2,352,354
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	572,545		$	147,719
Related party payable		17,501			118,627
Capital leases - current		27			309,129
Notes payable - current, net of discount		40,897			44,000
Convertible notes payable, net of discount		394,192			229,903
Deferred revenue		-			2,976
Total current liabilities		1,025,162			852,354
Long-term liabilities
Capital leases	$	554		$	554
Notes payable		44,484			76,072
Total long-term liabilities		45,038			76,627
TOTAL LIABILITIES		1,070,200			928,980
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.0005 per share; 25,000,000 shares authorized;
643,750 Series A convertible preferred shares issued and outstanding as of September 30, 2014 and 743,750 shares issued and outstanding as of December 31, 2013.		321			371
730 Series B convertible preferred shares issued and outstanding as of September 30, 2014 and 750 shares issued and outstanding as of December 31, 2013.		-			-
Common stock, par value $0.0004 per share; 100,000,000 shares authorized;
26,653,323 shares of voting common stock issued and outstanding as of September 30, 2014 and 25,854,307 shares issued and outstanding as of December 31, 2013.		10,664			10,343
Additional Paid-in Capital		17,461,133			16,700,307
Accumulated deficit		(16,445,824	)		(15,287,647	)
TOTAL STOCKHOLDERS’ EQUITY		1,026,294			1,423,374
TOTAL LIABILITIES  AND STOCKHOLDERS’ EQUITY	$	2,096,494		$	2,352,354

See accompanying notes to financial statements

3

OXYSURE SYSTEMS INC.

CONDENSED STATEMENTS OF OPERATIONS

	For the three months ended September 30,						For the nine months ended September 30,
	2014			2013			2014			2013
	Unaudited			Unaudited			Unaudited			Unaudited
Revenues, net	$	818,456		$	545,820		$	1,852,796		$	1,262,311
Cost of goods sold		321,932			111,110			792,378			316,763
Gross profit		496,524			434,710			1,060,418			945,548
Operating expenses
Research and development	$	155,869		$	134,357		$	433,384		$	354,515
Sales and marketing		202,825			77,841			444,818			269,918
Other general and administrative		527,289			266,320			1,132,276			697,417
Total operating expenses		885,983			478,518			2,010,478			1,321,850
Loss from operations	$	(389,459	)	$	(43,808	)	$	(950,060	)	$	(376,302	)
Other income (expenses)
Other income		96,161			8,375			154,521			27,400
Interest expense		(169,051	)		(47,180	)		(362,638	)		(95,669	)
Total other income (expenses)		(72,890	)		(38,805	)		(208,117	)		(68,270	)
Net loss		(462,349	)		(82,613	)		(1,158,177	)		(444,572	)
Basic and diluted net loss per common share	$	(0.02	)	$	(0.00	)	$	(0.04	)	$	(0.02	)
Weighted average common shares outstanding:
Basic and diluted		26,120,974			24,076,789			26,042,971			23,308,417

See accompanying notes to financial statements

4

OXYSURE SYSTEMS INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the nine months ended
	September 30,
	2014			2013
				Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,158,175	)	$	(474,089	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization expense		35,462			24,531
Amortization of debt discount, beneficial conversion features and warrant fair values		254,944			79,773
Expenses paid by related parties		4,374			-
Issuance of common stock options to employees as compensation		62,137			-
Gain on extinguishment of debt		(123,667	)		-
Stock issued for services		-			7,101
Changes in operating assets and liabilities:
Accounts receivable		(444,915	)		(62,431	)
Inventories		(11,618	)		(67,178	)
License fees receivable		36,692			-
Prepaid expenses and other current assets		87,070			51,202
Accounts payable and accrued liabilities		476,772			374,813
Deferred revenue		(2,976	)		(237,500	)
NET CASH USED IN OPERATING ACTIVITIES		(783,900	)		(303,778	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(70,651	)		(5,471	)
Purchase of intangible assets		(198	)		(3,961	)
NET CASH USED IN INVESTING ACTIVITIES		(70,849	)		(9,432	)
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock subscribed and issued for cash		29,672			459,634
Cash received from related parties		9,800			92,261
Payments made to related parties		(115,300	)		(145,750	)
Cash received from convertible notes payable		475,000			(9,134	)
Payments made on convertible notes payable		(192,000	)		-
Payments on capital leases		(1,440	)		(1,107	)
NET CASH USED IN FINANCING ACTIVITIES		205,732			395,904
Net change in cash and cash equivalents		(649,019	)		82,694
Cash and cash equivalents, at beginning of period		657,673			13,513
Cash and cash equivalents, at end of period	$	8,656		$	96,207
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	12,996		$	10,817
Income taxes	$	-		$	-
Non Cash Investing and Financing Activities:
Common stock issued for prepaid services		25,000			-
Common stock issued upon conversion of convertible notes		188,358			-

5

OXYSURE® SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies of OxySure® Systems, Inc. (“OxySure” or the “Company”) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.

Basis of Presentation - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. The interim financial statements include all adjustments which, in the opinion of management, are necessary in order to make the financial statements not misleading.

The accompanying Condensed Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) and therefore do not contain all of the information and footnotes required by GAAP and the SEC for annual financial statements. The Company's Condensed Financial Statements reflect all adjustments (consisting of normal recurring adjustments) that management believes are necessary for the fair presentation of their financial position, results of operations, comprehensive loss and cash flows for the periods presented. The information at December 31, 2013 in the Company's Condensed Balance Sheet included in this quarterly report was derived from the audited Balance Sheet included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on April 14, 2014. Where applicable, the Company's 2013 Annual Report on Form 10-K is referred to in this quarterly report as the “2013 Annual Report.” This quarterly report should be read in conjunction with the 2013 Annual Report.

6

OXYSURE® SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Deferred Revenue and Income - We defer revenue and income when we invoice a customer or a customer makes a payment and the requirements of revenue recognition have not been met (i.e. persuasive evidence of an arrangement exists, shipment from a company warehouse has occurred, the price is fixed or determinable and collectability is reasonably assured). Deferred Revenue was $0 and $2,976 as at September 30, 2014 and December 31, 2013, respectively.

Inventories – Our inventories consist of raw material and components for our portable oxygen systems as well as completed products and accessories.   Inventories are computed using the lower of cost or market, which approximates actual cost on a first-in first-out basis. Inventory components are parts, work-in-process and finished goods. Finished goods are reported as inventories until the point of title transfer to the customer.

At September 30, 2014 inventories consisted of the following:

	September 30, 2014
Parts inventory	$	151,716
Work in process		81,992
Finished goods	$	65,576
Total inventories	$	299,284

7

OXYSURE® SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and Cash Equivalents - We invest our cash in deposits and money market funds with major financial institutions.  We place our cash investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument.

Fair Value of Financial Instruments - Our financial instruments consist principally of cash and cash equivalents, accounts receivable and accounts payable.  We believe that the recorded values of all of our other financial instruments approximate their fair values because of their nature and respective maturity dates or durations. The fair value of our long-term debt is determined by using estimated market prices. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:

Level 1:  Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

Level 2:  Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.

Level 3: Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

The fair value of the majority of our cash equivalents was determined based on “Level 1” inputs. We do not have any marketable securities in the “Level 2” and “Level 3” category. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Property and Equipment – Property and equipment are recorded at cost with depreciation and amortization provided over the shorter of the remaining lease term or the estimated useful life of the improvement ranging from three to seven years. Renewals and betterments that materially extend the life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. Furniture and fixtures are depreciated over five years. Machinery and equipments are depreciated over five to seven years. Software is depreciated over three years.  Leasehold improvements are computed using the shorter of the estimated useful lives of the assets or the lease terms.  Depreciation expense was $3,052 and $26,450 for the three month periods ended September 30, 2014 and 2013, respectively. Depreciation expense was $12,838 and $14,147 for the nine month periods ended September 30, 2014 and 2013, respectively

Other Long-Lived Assets – We have two types of intangible assets – patents and trademarks. Intangible assets are carried at cost, net of accumulated amortization. Amortization expense for patents and trademarks was $7,557 and $7,508 for the three month periods ended September 30, 2014 and 2013, respectively. Amortization expense for patents and trademarks was $22,623 and $22,487 for the nine month periods ended September 30, 2014 and 2013, respectively.

Intangible assets with definite useful lives and other long-lived assets are tested for impairment if certain impairment indicators are identified.   Management evaluates the recoverability of its identifiable intangible assets in accordance with applicable accounting guidance, which requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Impairment charges for patents were $0 for each of the three month periods ended September 30, 2014 and 2013.

5-Year amortization expense for patents and trademarks is as follows: 

Remainder of 2014	$	7,558
2015		30,133
2016		30,034
2017		30,034
Thereafter		272,563
	$	370,321

8

OXYSURE® SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Other Assets– We record Other Assets net of accumulated amortization. Amortization expense for Other Assets was $9,654 and $25,601 for the three month periods ended September 30, 2014 and 2013, respectively. Amortization expense for Other Assets was $47,216 and $76,803 for the nine month periods ended September 30, 2014 and 2013, respectively.

Capitalization of software: The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 (Intangibles – Website cost). The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle.

Research and Development Costs – Costs associated with the development of our products are charged to expense as incurred.  $155,869 and $134,357 were incurred in the three month periods ended September 30, 2014 and 2013, respectively. We incurred $433,384 and $354,515 in research and development expense for the nine months ended September 30, 2014 and 2013, respectively.

Equity Warrants - We issued warrants to purchase shares of our common stock in connection with convertible notes. In accordance with ASC 470-20, Debt with conversions and other options, the proceeds from the notes were allocated based on the relative fair values of the notes without the warrants issued in conjunction with the notes and of the warrants themselves at the time of issuance. We record the fair value of the warrants at the time of issuance as additional paid in capital and as a debt discount to the notes.  We amortize this debt discount as interest expense over the life of the note.  Additionally, as a result of issuing the warrants with the convertible notes, a beneficial conversion option is recorded as a debt discount reflecting the incremental conversion option intrinsic value of the conversion option provided to the holders of the notes. We also amortize this debt discount as interest expense over the life of the notes.  The intrinsic value of each conversion option was calculated as the difference between the effective conversion price and the fair value of the common stock, multiplied by the number of shares into which the note is convertible.

Stock-Based Compensation – We account for share-based payments, including grants of stock options to employees, consultants and non-employees; moreover, we issue warrants to the consultants and related parties.  We are required to estimate the fair value of share-based awards and warrants on the date of grant. The value of the award is principally recognized as expense ratably over the requisite service periods. We have estimated the fair value of stock options and warrants as of the date of grant or assumption using the Black-Scholes option pricing model.

9

OXYSURE® SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

For the three month periods ended September 30, 2014 and 2013, stock based compensation expense was approximately $42,437 and $31,930, respectively, which consisted primarily of stock-based compensation expense related to stock options issued to the employees and recognized under GAAP. For the nine month periods ended September 30, 2014 and 2013, stock based compensation expense was approximately $60,025 and $22,587, respectively.

Shipping and Handling Costs - Shipping and handling charges to customers are included in net revenues, and the associated costs incurred are recorded in cost of revenues.

Advertising Costs - Advertising costs are charged to operations when incurred.  We incurred $202,825 and $74,741 in advertising and promotion costs during the three month periods ended September 30, 2014 and 2013, respectively. We incurred $444,818 and $315,818 in advertising and promotion costs during the nine month periods ended September 30, 2014 and 2013, respectively.

Net Loss Per Share - Basic loss per share is computed based on the weighted average number of common shares outstanding. However, basic loss per share excludes anti-dilutive securities. Diluted earnings per share is computed based on the weighted average number of common shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued, and reduced by the number of shares the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares. Potentially dilutive shares of common stock include stock options and other stock-based awards granted under stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan. As of September 30, 2014 there were 4,837,904 potentially dilutive shares.

Restatements and Reclassifications - Certain financial statement items have been reclassified to conform to the current periods’ presentation. These reclassifications had no impact on previously reported net loss. 

Recent Accounting Pronouncements

We have reviewed recent accounting pronouncements and concluded that they are either not applicable to our business or that no material effect is expected on the financial statements as a result of future adoption.

10

OXYSURE® SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

NOTE 2 – NOTES PAYABLE

We have issued warrants for the purchase of shares of our restricted common stock in connection with raising equity and debt financing and for other professional services.  The fair value of warrants issued is determined in accordance with Codification topic 470-20.

Frisco Promissory Note – During the nine months ended September 30, 2014 we received a performance credit from the Frisco Economic Development Corporation (“FEDC”) in the amount of $44,000. The unamortized discount at September 30, 2014 was $18,619, and the net amount of the Frisco Note as at September 30, 2014 was $85,381.

During the nine months ended September 30, 2014 we issued eight convertible notes with a total principal value of $475,000 for $412,500 in cash. The notes contained original issuance discounts for a total of $62,500, and interest rates of 12%. The maturity dates of the notes range from January 28, 2015 to September 10, 2015. The creditors have the option at any time to convert the principal and any accrued interest into common stock of the Company at a an average discount rate of approximately thirty eight percent off the market price of the Company’s common stock. During the nine months ended September 30, 2014 we paid two notes with principal values totaling $167,500 for $207,000 in cash and the two notes were extinguished in their entirety pursuant to these transactions. During the nine months ended September 30, 2014 we exchanged a lease with an outstanding amount of $307,662 for a convertible note with a principal value of $150,000 and 75,000 shares of our common stock. The lease was extinguished in its entirety pursuant to the exchange transaction.

11

OXYSURE® SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

NOTE 3 - SHAREHOLDERS’ EQUITY

Preferred Shares Rights

We have 25,000,000 shares of preferred stock authorized, par value $0.0005 per share.

Series A Convertible Preferred Stock: As of September 30, 2014 we had authorized 3,143,237 shares of preferred stock designated as Series A Convertible Preferred Stock (“Series A Preferred”). The original issue price of the Series A Preferred is $1.00 per share. There were 643,750 and 743,750 Series A Preferred shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively.

During the three months ended September 30, 2014 the Company did not issue any shares of the Series B Preferred and we issued 36,364 shares of our common stock pursuant to the cashless conversion of 20 shares of Series B Preferred.

Series B Convertible Preferred Stock: On December 19, 2013, the Company’s Board of Directors authorized the issuance of 750 shares of preferred stock designated as Series B Convertible Preferred Stock (“Series B Preferred”). The original issue price of the Series B Preferred is $1,000 per share. There were 730 and 750 Series B Preferred shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively.

During the three months ended September 30, 2014 the Company did not issue any shares of the Series B Preferred and we issued 36,364 shares of our common stock pursuant to the cashless conversion of 20 shares of Series B Preferred.

Common Stock

The Company has authorized 100,000,000 shares of $0.0004 par value common stock.

During the three months ended September 30, 2014 we issued 26,580 shares of common stock for $19,000 in cash. During the nine months ended September 30, 2014 we issued 41,580 shares of common stock for $29,700 in cash.

During the three months ended September 30, 2014 none of the shares of Series A Preferred was converted into common stock. During the nine months ended September 30, 2014 we issued 122,000 shares of common stock pursuant to the cashless conversion of 100,000 shares of Series A Preferred.

During the three months ended September 30, 2014 we issued 360,781 shares of common stock pursuant to cashless conversions of convertible notes payable and accrued interest, valued at $150,858. During the nine months ended September 30, 2014 we issued 444,072 shares of common stock pursuant to cashless conversions of convertible notes payable and accrued interest, valued at $188,358.

As of September 30, 2014 we had approximately 26,653,323 shares of common stock issued and outstanding.

12

OXYSURE® SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

NOTE 4 - STOCK OPTIONS AND WARRANTS

Equity Incentive Plans

In April 2004, our Board of Directors and the stockholders at that time approved the adoption of a Voting Stock Option Plan (“the Plan”), which provides for the issuance of stock options to eligible employees, consultants, Board members and Advisory Board members of the Company to acquire up to a maximum of 5,000,000 shares of common stock.

Our Board of Directors, which determines the number of options that will be granted, the effective dates of the grants, the option process and the vesting schedules, administers the Plan. In the absence of an established market for the common stock of the Company, the Board of Directors determines the fair market value of our common stock. Options generally expire between five and ten years from the date of grant and automatically terminate 90 days after such optionee ceases to be an eligible individual under the Plan other than by reason of death or disability.

The portion of options granted that is not exercisable on the date the optionee ceases to be an eligible individual under the Plan by reason other than death, shall terminate and be forfeited to the Company on the date of such cessation. An optionee has no right as a stockholder with respect to any shares covered by the options granted to him until a certificate representing such shares is issued to them.

Stock Options

The following table summarizes information about the number and weighted average of the options that were forfeited or expired under the Plan as at September 30, 2014:

	Employee					Non-Employee
				Weighted					Weighted
	Number			Average		Number			Average		Combined
	Of			Exercise		Of			Exercise		Total
Outstanding at December 31, 2013		1,552,991		$	2.19		15,900		$	2.50		1,568,891
Granted		330,000		$	0.46		-		$	-		330,000
Exercised		-		$	-		-		$	-		-
Forfeited/Cancelled		(215,503	)	$	0.87		(15,900	)	$	0.96		(231,403	)
Outstanding at September 30, 2014		1,667,488		$	0.30		-		$	-		1,667,488

We used the following assumptions to estimate the fair value of options granted under the Plan for the three and nine months ended September 30, 2014 and 2013:

	Equity Incentive Plans for the Three Months Ended September 30,		Equity Incentive Plans for the Nine Months Ended September 30,
	2014	2013	2014	2013
Expected terms (in years)	5-10	5-10	5-10	5-10
Volatility (weighted ave.)	40.45%	40.45%	40.45%	40.45%
Risk-free interest rate (weighted ave.)	1.66% - 1.70%	1.60%	1.63% - 1.71%	1.02%
Expected dividend rate	0%	0%	0%	0%

The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by optionees.  We use historical volatility in deriving our expected volatility assumption because it believes that future volatility over the expected term of the stock options is not likely to differ from the past.

The expected dividend assumption is based on our history and expectation of dividend payouts.  The fair value of the shares of common stock underlying the stock options has historically been determined by the board of directors. On or before February 2012, when our common stock commenced trading on the over the counter bulletin board (OTCQB), there has been no public market for our common stock. Consequently, the board of directors has historically determined the fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors including valuation of comparable companies, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook, amongst other factors.  

FASB ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company only records stock-based compensation expense for awards that are expected to vest. While we generally consider historical forfeitures in its estimates, judgment is also required in estimating the amount of stock-based awards that are expected to be forfeited. The Company’s estimates for forfeitures may differ from actual forfeitures. If actual results differ significantly from these estimates, stock-based compensation expense and its results of operations could be materially impacted when the Company records a true-up for the difference in the period that the awards vest. We adjust stock-based compensation expense based on our actual forfeitures on an annual basis, if necessary.

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OXYSURE® SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

NOTE 4 - STOCK OPTIONS AND WARRANTS (CONTINUED)

Stock compensation cost, using the graded vesting attribute method in accordance with Codification topic 718, is recognized over the requisite service period, generally 5 years, during which each tranche of shares is earned (zero, one, two, three, and four years).  The value of each tranche is generally amortized on a straight-line basis.  For the three months ended September 30, 2014 and 2013, stock based compensation expense was approximately $42,437 and $31,930, respectively, which consisted primarily of stock-based compensation expense related to stock options recognized under GAAP issued to employees.  For the nine months ended September 30, 2014 and 2013, stock based compensation expense was approximately $60,025 and $22,587, respectively. For each of the three months ended September 30, 2014 and 2013, the number of options exercised was 0, and for each of the nine months ended September 30, 2014 and 2013, the number of options exercised was also 0.

Compensation expense is recognized only for the portion of stock options that are expected to vest, assuming an expected forfeiture rate in determining stock-based compensation expense, which could affect the stock-based compensation expense recorded if there is a significant difference between actual and estimated forfeiture rates. As of September 30, 2014, total unrecognized compensation cost related to stock-based awards granted to employees and non-employee directors was $77,227 to be recognized over a weighted average period of 17.02 months.

Warrants.

The following table summarizes our warrant activities for the nine months ended September 30, 2014:

				Weighted
	Number			Average
	Of			Exercise
	Warrants			Price
Outstanding at December 31, 2013		2,967,009		$	1.13
Granted		415,850		$	1.40
Exercised		-		$	-
Forfeited/Cancelled		(368,700	)	$	0.10
Outstanding at September 30, 2014		3,014,159		$	1.27

NOTE 5 – RELATED PARTY TRANSACTIONS

A summary of the related party financings and notes as at September 30, 2014 is as follows:

Related party	Julian Ross (1)
Amount	$	17,500
Stated interest rate		0	%
Maturity		n/a

(1) Our CEO, Mr. Ross provides us shareholder cash advances and other consideration from time to time to fund working capital.

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OXYSURE® SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

NOTE 6 – OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us.

NOTE 7 – SEGMENT INFORMATION

We are organized as, and operate in, one reportable segment: the development, distribution and sale of specialty respiratory products and related medical products, accessories, and services. Our chief operating decision-maker is our Chief Executive Officer. Our Chief Executive Officer reviews financial information presented for purposes of evaluating financial performance and allocating resources, accompanied by information about revenue by geographic regions. Our assets are primarily located in the United States of America and not allocated to any specific region and we do not measure the performance of our geographic regions based upon asset-based metrics. Therefore, geographic information is presented only for revenue. Revenue by geographic region is based on the ship to address on our customer orders.

The following presents total revenue by geographic region for the three and nine month periods ended September 30, 2014 and 2013:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
United States - product sales	$	814,619	$	284,540	$	1,793,729	$	762,782
ROW - product sales		3,837		2,530		41,567		3,279
ROW - license fees/service revenue		-	$	258,750		17,500		496,250
Totals	$	818,456	$	545,820	$	1,852,796	$	1,262,311

NOTE 8 – GOING CONCERN

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Historically we have been suffering from recurring loss from operations. We have an accumulated deficit of $16,445,824 and $15,287,647 at September 30, 2014 and December 31, 2013, respectively, and stockholders’ equity of $1,026,293 and $1,423,374 as of September 30, 2014 and December 31, 2013, respectively. We require substantial additional funds to manufacture and commercialize our products. Our management is actively seeking additional sources of equity and/or debt financing; however, there is no assurance that any additional funding will be available.

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying September 30, 2014 balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements on a continuing basis, to maintain present financing, and to generate cash from future operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence.

NOTE 9 – SUBSEQUENT EVENTS

On October 21, 2014 we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to merge with Estill Medical Technologies, Inc. (“Estill”), a Texas based medical device company. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, in exchange for 100% of the stock of Estill the shareholders of Estill will collectively have the right to receive 12,516,334 shares (the “Merger Shares”) of our common stock and warrants to purchase an additional 2,500,000 shares of our common stock at an exercise price of $1.20 per share. There is also a promote provision more fully described and disclosed in the current filing on form 8K and the Merger Agreement, which we filed with the Securities and Exchange Commission on October 24, 2014.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis summarizes the significant factors affecting our results of operations, financial conditions and liquidity position for the three months ended September 30, 2014 and 2013, and should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this report.

Forward-Looking Statements

Statements and information included in this Quarterly Report on Form 10-Q that are not purely historical, including, without limitation, statements that relate to the Company's expectations with regard to the future impact on the Company's results from new products in development, are forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. When used in this report, words such as “believe,” “expect,” “intend,” “goal,” “plan,” “pursue,” “likely,” “believe,” “project,” “anticipate,” “intend,” “estimate,” “evaluate,” “opinion,” “may,” “could,” “future,” “potential,” “probable,” “if,” “will” and similar expressions generally identify forward-looking statements. These statements are subject to risks and uncertainties.

Forward-looking statements in this Quarterly Report on Form 10-Q represent our beliefs, projections and predictions about future events. These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievement described in or implied by such statements. Actual results may differ materially from the expected results described in our forward-looking statements, including with respect to the correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of publicly available information relating to the factors upon which our business strategy is based, or the success of our business. The factors or uncertainties that could cause actual results, performance or achievement to differ materially from forward-looking statements contained in this report can be found in our filings with the Securities and Exchange Commission, including our filings on Form 10-K.

Highlights

Some of our key financial performance statistics for the three and nine months ended September 30, 2014, as compared to the same metric for the three and nine months ended September 30, 2013, include the following:

● Total revenue for the three months ended September 30, 2014 increased by approximately 50% to $818,456 as compared to $545,820 for the prior period; Total revenue for the nine months ended September 30, 2014 increased by approximately 47% to $1,852,796 as compared to $1,262,311 for the prior period.

● Net loss for the three months ended September 30, 2014 increased to $(462,349) or $(0.02) per share as compared to a loss of $82,613 or $(0.00) per share during the prior period; Net loss for the nine months ended September 30, 2014 increased to $(1,158,177) or $(0.04) per share as compared to a loss of $444,572 or $(0.02) per share during the prior period.

● Sales and marketing expense for the three months ended September 30, 2014 increased 161% to $202,825 as compared to $77,841 for the prior period; Sales and marketing expense for the nine months ended September 30, 2014 increased 65% to $444,818 as compared to $269,918 for the prior period.

● Research and development expense for the three months ended September 30, 2014 increased 16% to $155,869 as compared to $134,357 for the prior period; Research and development expense for the nine months ended September 30, 2014 increased 22% to $433,384 as compared to $354,515 for the prior period.

● Other general and administrative  expense for the three months ended September 30, 2014 increased 98% to $527,289 as compared to $266,320 for the prior period; Other general and administrative  expense for the nine months ended September 30, 2014 increased 62% to $1,132,276 as compared to $697,417 for the prior period.

Some of our key highlights and milestones achieved during the third quarter of 2014 include the following:

● We signed a $2.4 million exclusive contract with medical device company to be our agent and distributor in the Kingdom of Saudi Arabia. The contract requires a minimum purchase of 18,000 units of our portable emergency oxygen system (Model 615) and replacement cartridges over three years to maintain exclusivity.

● We were selected by the United States Patent and Trademark Office (USPTO) to exhibit our OxySure Model 615 portable emergency oxygen system and other technologies at the USPTO’s Innovation Expo held at The Smithsonian. The expo was held on Saturday and Sunday, November 1-2, 2014 at the National Air and Space Museum at the National Mall in Washington, D.C.; and

● We appointed Clark E. Hood, a 16 year veteran in the AED and resuscitation industry as Vice President of Worldwide Resuscitation Sales.

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Overview

OxySure Systems, Inc. was formed on January 15, 2004 as a Delaware “C” Corporation for the purpose of developing products with the capability of generating medical grade oxygen “on demand,” without the necessity of storing oxygen in compressed tanks. Our technology, process and methodologies involve the creation of medically pure (USP) oxygen from two dry, inert powders. We believe that other available chemical oxygen generating technologies contain hazards that make them commercially unviable for broad-based emergency use by lay rescuers or the general public. Our launch product is the OxySure Model 615 portable emergency oxygen system. We believe that the OxySure Model 615 is currently the only product on the market that can be safely pre-positioned in public and private venues for emergency administration of medical oxygen by lay persons, without the need for training.

To date, we have been issued 9 patents and we have other patents pending on this process and technology that we believe is revolutionizing the emergency/short duration oxygen supply marketplace. We believe that OxySure makes the delivery devices lighter, safer, more affordable and easier to use. We believe our products can improve access to emergency oxygen that affects the survival, recovery and safety of individuals in several areas of need: (1) Public and private places and settings where medical emergencies can occur; (2) Individuals at risk for cardiac, respiratory or general medical distress needing immediate help prior to emergency medical care arrival; and (3) Those requiring immediate protection and escape from exposure situations or oxygen-deficient situations in industrial, mining, military, or other “Immediately Dangerous to Life or Health” (IDLH) environments.

The OxySure Model 615 emergency oxygen device was cleared by the Food and Drug Administration (“FDA”) (510k, Class II) for over-the-counter purchase in December 2005. We believe it bridges the gap between the onset of a medical emergency and the time first responders arrive on the scene. We believe it allows a lay rescuer – a bystander or loved one – to administer medical oxygen during those first, critical minutes after an emergency occurs, improving medical outcomes and saving lives in the process. In March 2014 we also received CE Marking approval for Model 615, allowing us to begin commercializing it in the European Union.

We have diversified our product portfolio to provide include solutions focused on the emergency medical preparedness and respiratory needs of our education, commercial and government customers. Our solutions include Automated External Defibrillators (AEDs) and accessories, resuscitation equipment, and respiratory and monitoring equipment and supplies.

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The OxySure Strategy

The following summarizes the principal elements of our strategy:

● We launched the OxySure Model 615 into the K-12 education market in the United States, and we subsequently diversified into other institutional markets, such as colleges, churches and places of worship, manufacturing facilities and other commercial and municipal buildings. We plan to continue to pursue institutional customers in these and other vertical markets, both in the United States and internationally.

● We believe that Model 615 is a natural complement and companion product to an Automated External Defibrillator (AED). We plan to continue to market Model 615 as a companion product to AEDs, and our goal in the foreseeable future is to pursue the placement of the OxySure Model 615 next to as many AEDs as possible, in the United States as well as internationally. We believe in the long term, however, Model 615 has the potential to become a standard issue item for public and private settings, just like a fire extinguisher.

● We plan to continue to leverage our core competencies in oxygen, breathing technologies, research and manufacturing to pursue revenue opportunities in new vertical markets, including the military.

● We plan to continue to build our sales force by recruiting dedicated sales professionals focusing on former first responders, paramedics and firefighters as well individuals from other medical, first aid and safety sales areas to market our products and craft solutions for our customers.

● Our channel strategy includes leveraging distribution partnerships to enhance market penetration, and we plan to increase our efforts to partner with distributors, including distributors of AEDs, safety products and medical devices.    We plan to invest resources in training and tools for our distribution partners’ sales, systems and support organizations, in order to improve the overall efficiency and effectiveness of these partnerships.

● We plan to continue our increasing efforts to promote market awareness and education of our products and their critical need, and our efforts may include partnerships with industry, medical thought leaders, and community and advocacy organizations.

● We plan to pursue market catalysts such as a legislative agenda for state and federal mandates, medical reimbursement for at risk markets, and insurance underwriting benefits and discounts for product users.

● We plan to continue to diversify our product offerings through the addition of complimentary or additive products and solutions that enhance our core product usability, feasibility, appeal or application, or that enhances our ability to access or add value to existing and new customers. In addition, we plan to continue our development efforts focused on developing new products incorporating our core “oxygen from powder” technology for other vertical markets, such as aviation, mining, and sports and recreation as applicable.

● We plan to pursue strategic alliances where applicable to accelerate our growth and access to new customers, sales channels, markets and products.

Results of Operations

You should read the selected financial data set forth below along with our discussion and our financial statements and the related notes. We have derived the financial data from our unaudited financial statements. We believe the financial data shown in the table below include all adjustments consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of such information. Operating results for the period are not necessarily indicative of the results that may be expected in the future.

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Results for the Three Months Ended September 30, 2014 Compared to the Three Months Ended September 30, 2013 (unaudited)

	Three Months Ended September 30,
	2014			2013
Net loss	$	(462,349	)	$	(82,613	)
Shares used in computing basic and diluted loss per share amounts (weighted ave.)		26,120,974			24,076,789
Net loss per share: Basic and diluted	$	(0.02	)	$	(0.00	)

Revenues

We had $818,456 in revenues from operations for the three months ended September 30, 2014 as compared to revenues of $545,820 for the three months ended September 30, 2013. The increase in revenues is primarily attributable to an increase in sales related to military markets.

Expenses

Total expenses for the three months ended September 30, 2014 were $1,376,966, which amount includes $885,983 of operating expenses, $321,932 in cost of goods sold, and $169,051 in interest expense, as compared to total expenses for the three months ended September 30, 2013 of $636,808, which amount includes $478,518 of operating expenses, $111,110 in cost of goods sold, and $47,180 in interest expense. The increase in total selling, general and administrative expenses is primarily attributable to an increase in advertising and promotional expense, an increase in other general and administrative expense, and an increase in interest expense.

Research and Development

Research and development expenses of $155,869 and $134,357 were incurred in the three months periods ended September 30, 2014 and 2013, respectively. The increase in research and development expense is primarily attributable to an increase in research and development expense associated with products related to military markets.

Net Income Loss

Net loss for the three months ended September 30, 2014 was $462,349 and basic and diluted net loss per share was $(0.02) as compared to a net loss for the three months ended September 30, 2013 of $82,613 and basic and diluted net loss per share of $(0.00). The increase in net loss during the period ended September 30, 2014 as compared to the three months ended September 30, 2013 is primarily due to the combined effect of an increase in revenues, offset by a decrease in gross margin, an increase in interest expense, an increase in sales, marketing and administrative expense and an increase in research and development expense.

Results for the Nine Months Ended September 30, 2014 Compared to the Nine Months Ended September 30, 2013 (unaudited)

	Nine Months Ended September 30,
	2014			2013
Net loss	$	(1,158,177	)	$	(444,572	)
Shares used in computing basic and diluted loss per share amounts (weighted ave.)		26,042,971			23,308,417
Net loss per share: Basic and diluted	$	(0.04	)	$	(0.02	)

Revenues

We had $1,852,796 in revenues from operations for the nine months ended September 30, 2014 as compared to revenues of $1,262,311 for the nine months ended September 30, 2013. The increase in revenues is primarily attributable to an increase in US product sales and products related to military markets.

Expenses

Total expenses for the nine months ended September 30, 2014 were $3,165,494, which amount includes $2,010,478 of operating expenses, $792,378 in cost of goods sold, and $362,638 in interest expense, as compared to total expenses for the nine months ended September 30, 2013 of $1,734,282, which amount includes $1,321,850 of operating expenses, $316,763 in cost of goods sold, and $95,669 in interest expense. The increase in total selling, general and administrative expenses is primarily attributable to an increase in advertising and promotional expense, an increase in other general and administrative expense, and an increase in research and development expense.

Research and Development

Research and development expenses of $433,384 and $354,515 were incurred in the nine months periods ended September 30, 2014 and 2013, respectively. The increase in research and development expense is primarily attributable to an increase in research and development expense associated with products related to military markets.

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Net Loss

Net loss for the nine months ended September 30, 2014 was $1,158,177 and basic and diluted net loss per share was $(0.04) as compared to a net loss for the nine months ended September 30, 2013 of $444,572 and basic and diluted net loss per share of $(0.02). The increase in net loss during the nine month period ended September 30, 2014 as compared to the nine months ended September 30, 2013 is primarily due to the combined effect of an increase in revenues, offset by a decrease in gross margin, an increase in interest expense, an increase in sales, marketing and administrative expense and an increase in research and development expense.

Liquidity and Capital Resources

We had a cash balance of $8,654 as of September 30, 2014, as compared to $657,673 as of December 31, 2013. Our funds are kept in financial institutions located in the United States of America.

We had positive working capital of approximately $306,884 as of September 30, 2014 as compared to a working capital of $747,473 as of December 31, 2013.

We had total notes payable of $479,573 and $349,975 as of September 30, 2014 and December 31, 2013, respectively. The increase in Notes Payable was primarily due to an increase in convertible notes payable, offset by a decrease in notes payable due to an economic incentive received by the Company.

We generally provide our customers with terms of up to 30 days on our accounts receivable. In some cases we require prepayment, depending on history or credit review. Further, we generally require pre-payment on orders shipped to international destinations. Our accounts receivable, net of allowances, were $492,098 and $47,183 as at September 30, 2014 and December 31, 2013, respectively. The increase in accounts receivable was primarily due to increased sales levels and payment terms provided to qualified, repeat customers.

During the nine months ended September 30, 2014 our cash decreased by approximately $649,019 or 99%. The decrease in cash was primarily attributable to the combined effect of debt extinguishment, as well as investments in: equipment; sales and market share acquisition, marketing and branding; auditing and accounting expenses; professional fees and legal expenses; research & development; and operational improvements. We paid off $472,662 in debt and leases, offset by cash inflow of $654,700 from new financings.

Since inception, we have been engaged primarily in product research and development, obtaining certain regulatory approvals, investigating markets for our products, developing manufacturing and supply chain partners, developing our production capability, and developing distribution, licensing and other channel relationships. In the course of funding research and development activities, we have sustained operating losses since inception and have an accumulated deficit of $16,445,824 at September 30, 2014.

We completed product development of our launch product, the OxySure Model 615 and launched sales thereof in 2008. We have and will continue to use significant capital to manufacture and commercialize our products. These factors raise doubt about our ability to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of our common stock.

During the remainder of 2014 and 2015, we will need additional capital to market and sell our products, and to further develop and enhance our current product offerings, introduce new products and address unanticipated competitive threats, technical problems, economic conditions or other requirements. We estimate that we will require approximately $2.52 million over the next 12 months to remain viable. There is no assurance that we will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. However, there can be no assurance that any additional financing will be available to us. Additional equity financing may involve substantial dilution to our then existing stockholders. In the event we are unable to raise additional capital, we may be required to substantially reduce or curtail our activities. 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our President and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of period covered by this report. Based upon such evaluation, the President and Chief Financial Officer concluded that our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is subject to litigation in the normal course of business, none of which management believes will have a material adverse effect on the Company’s financial statements.

On or about December 13 of 2013, Wall Street Buy Sell Hold, Inc., (“WSBSH”) filed a lawsuit against the Company in the New York Supreme Court, Nassau County. The suit seeks damages in the form of money, stock and warrants for breach of a marketing agreement entered into on October 22, 2012 and another entered into on March 11, 2013. We have answered the complaint and filed a counterclaim against WSBSH seeking the return of all moneys and shares we paid or transferred to WSBSH, as well as punitive damages for fraud. Management believes the WSBSH claims have no merit, and we intend to vigorously defend our interests in this matter.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following Exhibits are filed herein:

No.	Title
31.1	Certification of President Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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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 thereunto duly authorized.

DATED: November 14, 2014	OXYSURE SYSTEMS, INC.
	/s/ Julian T. Ross
	BY: Julian T. Ross
	ITS: President and Chief Financial Officer
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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