Amended Current Report Filing (8-k/a)
24 April 2014 - 5:55AM
Edgar (US Regulatory)
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 Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 8, 2014
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PreAxia Health Care Payment
Systems, Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-53490
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20-4395271
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(state or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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#207, 1410 – 11
th
Avenue SW Calgary, Alberta
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T3C OM8
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(address of principal executive offices)
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(zip code)
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(403) 850-4120
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(registrant’s telephone number, including area code)
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Not Applicable
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(former name or former address, if changed since last report)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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FORWARD LOOKING STATEMENTS
ITEM 4.01. Changes in Registrant’s Certifying Accountant
(1) Previous Independent Auditors
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a)
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In December 2013, the Board of Directors for PreAxia Health Care
Payments Systems, Inc. approved a resolution to terminate our current auditors and engage new auditors. On January 6, 2014, the
Company informed its registered independent public accountant, Patrick Rodgers, CPA, PA, of Altamonte Springs, Florida, (“PR”)
of the decision.
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b)
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PR's report on the financial statements for the year ended May 31, 2012
contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting.
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c)
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Our Board of Directors participated in and approved the decision to change
independent accountants. Through the period covered by the financial audit for the years ended May 31, 2012 and the interim periods
through January 6, 2014, there have been no disagreements with PR 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 PR would have
caused them to make reference thereto in their report on the financial statements.
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d)
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We have authorized PR to respond fully to the inquiries of the successor
accountant
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e)
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During the year ended May 31, 2012, and though the period ended January
6, 2014, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.
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f)
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The Company provided a copy of the foregoing disclosures to PR prior
to the date of the filing of this Report and requested that PR furnish it with a letter addressed to the Securities & Exchange
Commission stating whether or not it agrees with the statements in this Report. Our former auditors did not provide a letter of
agreement as an attachment. On March 6, 2014, PR had its registration with the PCAOB revoked and he is no longer responding to
requests.
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(2) New Independent Accountants:
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a)
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On January 10, 2014, the Company engaged DKM Certified Public Accountants
(“DKM”) of Clearwater, Florida, as its new registered independent public accountant. During the years ended May 31,
2013 and 2012 and any interim periods through January 10, 2014, we did not consult with DKM regarding (i) the application of accounting
principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements
by DKM, in either case where written or oral advice provided by DKM would be an important factor considered by us in reaching
a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement
between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation
S-K, respectively).
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The Registrant provided Patrick Rodgers, CPA, PA with an exhibit 16.1 letter to sign but the firm refused to sign the letter.
ITEM 9.01. Financial Statements and Exhibits.
a. None
b. None
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.
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PreAxia Health Care Payments Systems, Inc.
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Dated:
April 23, 2014
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/s/ Tom Zapatinas
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Tom Zapatinas
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Chief Executive Officer
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