UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   June 16, 2017

Gotham Capital Holdings, Inc.

(Exact name of registrant as specified in its charter)

266 Cedar Street

Cedar Grove, NJ 07009

(Address of principal executive offices, including zip code)

(973) 239-2952

(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 (see General Instruction A.2. below):

        .   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        .   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

        .   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

        .   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

       [  ]

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Table of Contents

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, including, without limitation, in the sections captioned “ Description of Business, ” “ Risk Factors, ” and “ Management ’ s Discussion and Analysis of Financial Condition and Plan of Operations, ” and elsewhere.  Any and all statements contained in this Form 8-K that are not statements of historical fact may be deemed forward-looking statements. Terms such as “ may, ” “ might, ” “ would, ” “ should, ” “ could, ” “ project, ” “ estimate, ” “ pro-forma, ” “ predict, ” “ potential, ” “ strategy, ” “ anticipate, ” “ attempt, ” “ develop, ” “ plan, ” “ help, ” “ believe, ” “ continue, ” “ intend, ” “ expect, ” “ future, ” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements.  However, not all forward-looking statements may contain one or more of these identifying terms.  Forward-looking statements in this Form 8-K may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC ” ), and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, our inability to expand our business, lack of product diversification, existing or increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our business plans or strategies.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them.  We disclaim any obligation to update the forward-looking statements contained in this Form 8-K to reflect any new information or future events or circumstances or otherwise.

Readers should read this Form 8-K in conjunction with our financial statements and the related notes thereto in this Form 8-K and other documents which we may file from time to time with the SEC.

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EXPLANATORY NOTE

The Registrant was incorporated in the State of New Jersey on October 1, 2003 under the name of Creative Beauty Supply of New Jersey Corporation and subsequently changed its name to Gotham Capital Holdings, Inc. on May 18, 2015. The Registrant commenced operations in the beauty supply industry as of January 1, 2004. On November 30, 2007, the Registrant ’ s Board of Directors approved a plan to dispose of its wholesale and retail beauty supply business. Since January 1, 2009, the Registrant has had no operations and has been a shell company.

 Further to our investigation of business opportunities, we have agreed to acquire all of the issued and outstanding shares of OXYS Corporation, a Nevada corporation ( “ OXYS ” ).  The principal place of business of OXYS is 705 Cambridge St., Cambridge, MA 02142.  Their contact number is (617) 500-5101. We have entered into a securities exchange agreement with the shareholders of OXYS to acquire 100% of the issued voting shares of OXYS in exchange for 34,687,244 of the Registrant ’ s common shares. The 34,687,244 common shares to be issued consist wholly of securities exempt from registration under the Securities Act of 1933. The share consideration to be paid by the Registrant to the OXYS shareholders will represent approximately 90.2% of our issued voting equity on a fully diluted basis following closing. Our acquisition of OXYS is an arm's length transaction. No transactions, corporate events, negotiations, contacts, or conflicts of interest occurred between the Registrant and OXYS outside of this agreement during the past two years.  There are no legal proceedings related to the agreement, and there are no further regulatory requirements connected to the agreement.

In accordance with “ reverse acquisition ” accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the Share Exchange will be replaced with the historical financial statements of OXYS prior to the Share Exchange in all future filings with the SEC.

This document contains summaries of the material terms of various agreements executed in connection with the transactions described herein. The summaries of these agreements are subject to, and are qualified in their entirety by, reference to these agreements, which are filed as exhibits hereto and incorporated herein by reference.

This document is being filed in connection with a series of transactions consummated by the Registrant and certain related events and actions taken by the Registrant.

This document responds to the following Items in Form 8-K:

(1)

Estimated twelve month salary

(2)

Estimated expenses for six month period

There can be no assurance that OXYS will be able to generate sufficient revenue to meet these milestones.  As a result, the management of OXYS anticipates that it will require additional financing during the next twelve months.  There can be no assurance that additional financing will be available or that, if available, such financing will be on acceptable terms to enable OXYS to complete its business plan.

Recently Issued Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying financial statements.

Off balance Sheet Arrangements

None

Disclosure of Contractual Obligations

None

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of OXYS common stock as of June 16, 2017, by (i) each stockholder known by us to be the beneficial owner of more than 5% of OXYS common stock (OXYS ’ only class of voting securities), (ii) each of OXYS ’ directors and executive officers, and (iii) all of OXYS ’ directors and executive officers as a group.  To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of OXYS common stock beneficially owned by such person, except to the extent such power may be shared with a spouse.  To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted.  Other than the Share Exchange, to our knowledge, there is no arrangement, including any pledge by any person of securities of the Registrant or any of its parents, the operation of which may at a subsequent date result in a change in control of the Registrant.  This table has been prepared based on 34,687,244 shares outstanding as of June 16, 2017

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Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.  Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.  

A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to the action.

The principal occupation and business experience during the past five years for our executive officers and directors is as follows:

Giro DiBiase : Mr. DiBiase has been the Chief Executive Officer, Interim Chief Financial Officer, and director of OXYS since its inception on August 4, 2016.  Since 2016, he has operated as the co-founder and operating member of Cambridge Medspace LLC, a company that provides consulting and advisory services to early stage technology companies as well as providing access to rental office space to those companies.  In his position as co-founder, Mr. DiBiase is responsible for attracting tenants to the space, assisting tenants with infrastructural support, providing tenants with business development and professional networking opportunities, and seeking other sources of revenue for Cambridge Medspace.  Since 1991, Mr. DiBiase has been the owner of Giro and Sons Studio, a full service studio involved in the production, editing and distribution of media in a variety of formats, such as e-learning courseware for major universities in the greater Boston Area.  In his position as owner, Mr. DiBiase is responsible for all aspects of the studio, including content development, employee supervision, business development, customer relations, field events, and profit and loss responsibility.  Mr. DiBiase received a BS from Bentley University School of Business Management in 1991.

Nevan Hanumara : Mr. Hanumara has been a director of OXYS since its inception on August 4, 2016.  Since 2016, he has operated as the co-founder and operating member of Cambridge Medspace LLC, a company that provides consulting and advisory services to early stage technology companies as well as providing access to rental office space to those companies.  In his position as co-founder, Mr. Hanumara is responsible for attracting tenants to the space, assisting tenants with infrastructural support, providing tenants with business development and professional networking opportunities, and seeking other sources of revenue for Cambridge Medspace.  Since 2012, Mr. Hanumara has worked as a research scientist with the Massachusetts Institute of Technology.  In his position as a research scientist, Mr. Hanumara manages various programmatic activities within the mechanical engineering department and is responsible for teaching courses on medical device design, as well as serving as a program mentor for graduate students.  In addition, he engages in various technical and programmatic business and proposal development efforts

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on behalf of MIT.  Mr. Hanumara received a PhD in Mechanical Engineering from MIT in 2012, an MS in Mechanical Engineering from MIT in 2006, and a BS in Mechanical Engineering and a BA in French from the University of Rhode Island in 2004.

Vidhydhar Mitta: Mr. Mitta has been a director of OXYS since its inception on August 4, 2016.  Since 2000, he has been the founder and president of Synergic Solutions Inc., a software development company that designs custom software for a variety of industries including radio-medicine and associate allied health fields.  In his position as president, Mr. Mitta has responsibility for all aspects of Synergic Solutions including technical program guidance, employee supervision, business development, and profit and loss responsibility.  Mr. Mitta received a BS in Information Science & Technology from BMS College of Engineering in 1995.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “ independent ” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “ independent directors. ”   

Family Relationships

There are no family relationships among our Directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has been involved in any of the following events during the past ten years:

· any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

· any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

· being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or

· being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

· being subject of, or party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or State securities of commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity

· being subject of or party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Board Committees

The Registrant currently has not established any committees of the Board of Directors.  Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future.  We do not have a nominating committee or a nominating committee charter.  Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders.  To date, other than as described above, no security holders have made any such recommendations.  The entire Board of Directors performs all functions that would otherwise be performed by committees.  Given the present size of our board it is not practical for us to have committees.  If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Audit Committee Financial Expert

We have no separate audit committee at this time.  The entire Board of Directors oversees our audits and auditing procedures.  The Board of Directors has at this time not determined whether any director is an “ audit committee financial expert ” within the meaning of Item 407(d)(5) for SEC regulation S-K.

Code of Ethics

The Registrant has not yet adopted a code of ethics.  The board of directors anticipates that it will adopt a code of ethics upon completion of the securities exchange, although there is no guarantee that the Registrant will be able to enter into such a transaction.

Compliance with Section 16(a) of the Exchange Act

OXYS ’ common stock is not registered pursuant to Section 12 of the Exchange Act.  Accordingly, the officers, directors and principal shareholders of OXYS are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long term compensation of the OXYS executive officers who served during the fiscal years ended December 31, 2016 and 2015, for services rendered in all capacities. The listed individuals shall hereinafter be referred to as the “ Named Executive Officers. ”  Currently, we have no employment agreements with any of our Directors or Officers.  All of our directors are unpaid.  Compensation for the future will be determined when and if additional funding is obtained.

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Compensation Discussion and Analysis

As of the date of this report, OXYS ’ s management anticipates devoting up to 20 hours per week each to the business of OXYS.  OXYS ’ s current officers and directors do not receive any compensation for their services rendered to OXYS, have not received such compensation in the past, and are not accruing any compensation pursuant to any agreement with OXYS.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by OXYS for the benefit of its employees.

OXYS has not entered into any employment agreements with any of its officers, directors, or other persons, and no such agreements are anticipated in the immediate future.

OXYS has no other executive compensation elements that would require the inclusion of tabular disclosure or narrative discussion.

Board of Directors Compensation

Members of the board of directors may receive an amount yet to be determined annually for their participation and will be required to attend a minimum of four meetings per fiscal year. To date, OXYS has not paid any directors' fees or expenses.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships and Related Transactions

None.

Director Independence

OXYS ’ s board of directors consists of Giro DiBiase, Vidyadhar Mitta, and Nevan Hanumara. None of them are independent as such term is defined by a national securities exchange or an inter-dealer quotation system.  

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY  AND RELATED STOCKHOLDER MATTERS

(a) Market Information.  There currently is no trading market for OXYS common stock. Once the Share Exchange has been completed, the Registrant, which has its common stock quoted on OTCPink under the trading symbol “ GTHM ” , will change its trading symbol to be more in line with the new name of the Registrant.

     Holders.  There were approximately 44 record holders of OXYS common stock as of June 16, 2017.  The issued and outstanding shares of OXYS common stock were issued in accordance with the exemptions from registration afforded by Sections 3(b) and 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

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     Dividends.  Holders of OXYS ’ common stock are entitled to receive such dividends as may be declared by its board of directors.  No dividends on OXYS ’ common stock have ever been paid, and OXYS does not anticipate that dividends will be paid on its common stock in the foreseeable future.

     Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by OXYS under equity compensation plans.

    Performance graph . Not applicable.

    Sale of unregistered securities . None.

(b) Use of Proceeds. Not applicable.

(c) Purchases of Equity Securities by the issuers and affiliated purchasers .  None.

DESCRIPTION OF SECURITIES

Authorized Capital Stock

OXYS has 50,000,000 common shares authorized with a par value of $0.001.  As of the date of this report, OXYS had 34,687,244 common shares outstanding.

Issued and Outstanding Capital Stock

Immediately after the securities exchange becomes effective, OXYS shareholders will transfer all of their OXYS common shares to Gotham Capital Holdings, Inc. in exchange for an aggregate of 34,687,244 newly issued Gotham Capital Holdings, Inc. common shares.  Also upon effectiveness, Carmine Catizone and Pasquale Catizone will transfer an aggregate of 1,500,000 Gotham Capital Holdings, Inc. common shares for cancellation such that neither will retain 5% or more of OXYS voting securities.  Upon the closing of all transactions, OXYS shareholders will hold 34,687,244 Gotham shares, representing 90.2% of the total voting securities.

Description of our Common Stock

The holders of outstanding common shares are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. There is no cumulative voting of the election of directors then standing for election. The common shares are not entitled to pre-emptive rights and are not subject to conversion or redemption. Upon liquidation, dissolution or winding up of OXYS, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common shares after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors. Each outstanding common share is duly and validly issued, fully paid and non-assessable.

Convertible Securities

As of the date hereof, OXYS does not have any outstanding convertible securities.

Transfer Agent

OXYS ’ transfer agent is Interwest Transfer Company.  The transfer agent ’ s address is 1981 E. Murray Holladay Rd #100, Salt Lake City, UT 84117 and its telephone number is (801) 272-9294.

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LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.

We are currently not aware of any pending legal proceedings to which we are a party or of which any of our property is the subject, nor are we aware of any such proceedings that are contemplated by any governmental authority.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Nevada Private Corporation Law and our Articles of Incorporation allow us to indemnify our officers and directors from certain liabilities and our By-Laws state that we shall indemnify every (i) present or former director or officer of us, (ii) any person who while serving in any of the capacities referred to in clause (i) served at our request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) (each an “ Indemnitee ” ).

Our By-Laws provide that we shall indemnify an Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any proceeding in which he was, is or is threatened to be named as defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, if it is determined that the Indemnitee (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his official capacity, that his conduct was in our best interests and, in all other cases, that his conduct was at least not opposed to our best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to us or is found liable on the basis that personal benefit was improperly received by the Indemnitee, the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the proceeding and (ii) shall not be made in respect of any proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to us.

Other than in the limited situation described above, our By-Laws provide that no indemnification shall be made in respect to any proceeding in which such Indemnitee has been (a) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee ’ s official capacity, or (b) found liable to us. The termination of any proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a) or (b) above. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall, include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The indemnification provided shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.

Other than discussed above, none of our By-Laws, our Articles of Incorporation or any indemnification agreement with any director of the Registrant includes any specific indemnification provisions for our officers or directors against liability under the Securities Act. Additionally, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

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Item 3.02   Unregistered Sales of Equity Securities

All share and per share stock numbers in this section are after giving effect to the Share Exchange, which is anticipated to be completed June 30, 2017, in which the Registrant will acquire 100% of the issued voting shares of OXYS in exchange for 34,687,244 of the Registrant ’ s common shares. The 34,687,244 common shares to be issued consist wholly of securities exempt from registration under the Securities Act of 1933.  The share consideration to be paid by the Registrant to the OXYS shareholders will represent 90.2% of our issued voting equity on a fully diluted basis following closing.  Our acquisition of OXYS is an arm's length transaction. No transactions, corporate events, negotiations, contacts, or conflicts of interest occurred between the Registrant and OXYS outside of this agreement during the past two years.  There are no legal proceedings related to the agreement, and there are no further regulatory requirements connected to the agreement.  

This transaction was exempt from registration under Rule 506(b) of Regulation D as not involving any public offering.  None of the securities were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved.

Item 5.01  Changes in Control of Registrant.

The information regarding change of control of the Registrant in connection with the Share Exchange set forth in Item 2.01, “ Completion of Acquisition or Disposition of Assets — The Share Exchange and Related Transactions ” is incorporated herein by reference.

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

The information regarding departure and election of directors and departure and appointment of principal officers of the Registrant in connection with the Share Exchange set forth in Item 2.01, “ Completion of Acquisition or Disposition of Assets ” is incorporated herein by reference.

Item 5.06   Change in Shell Company Status.

Prior to the Share Exchange, we were a “ shell company ” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” )).  As a result of the Share Exchange, we have ceased to be a shell company.  The information contained in this document constitutes the current “ Form 10 information ” necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act of 1933, as amended (the “ Securities Act ” ).

Item 9.01  Financial Statements and Exhibits.

(a)  Financial statements of business acquired.

The audited financial statements and accompanying notes for OXYS Corp. for the period from inception (August 4, 2016) through December 31, 2016 and the unaudited financial statements for the three months ended March 31, 2017 have been provided starting on page 20.

(b)  Pro forma financial information.

Unaudited pro forma financial information as of December 31, 2016 and March 31, 2017and the accompanying notes have been provided starting on page 39.

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(d)  Exhibits

In reviewing the agreements included or incorporated by reference as exhibits to this Form 8-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Registrant or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant ’ s other public filings, which are available without charge through the SEC ’ s website at http://www.sec.gov.

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OXYS Corporation

Financial Statements

For the period from inception (August 4, 2016) to December 31, 2016

And for the three months ended March 31, 2017

20

See accompanying notes to financial statements.

22

See accompanying notes to financial statements.

23

OXYS Corporation

Statement of Cash Flows

For the Period from Inception (August 4, 2016)

To December 31, 2016

See accompanying notes to financial statements.

24

See accompanying notes to financial statements.

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OXYS Corporation

The provision for income taxes for the three months ending March 31, 2017 and for the period from inception (August 4, 2016) to December 31, 2016 differs from that computed  by applying federal statutory rates to income before federal income tax expense, as indicated in the following analysis:

A summary of deferred tax assets and liabilities for the three months ending March 31, 2017 and for the period from inception (August 4, 2016) to December 31, 2016 is as follows:

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Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets.  A significant piece of objective negative evidence evaluated was the cumulative loss incurred since inception.  Such objective evidence limits the ability to consider other subjective evidence such as our projections for future growth.

On the basis of this evaluation, as of March 31, 2017, a valuation allowance of ($13,722) has been recorded to record only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth.

As of March 31, 2017, the Company had approximately $40,358 federal and state net operating loss carryforwards, which result in a deferred tax asset of $13,722, expiring in 2036.  The Company has recorded a valuation allowance of $13,722.

5.  STOCKHOLDERS' EQUITY

Common Stock

The Company's original Certificate of Incorporation authorized the Company to issue 10,000 shares of common stock, par value $0.001 per share.  On October 7, 2016, a board resolution was passed that authorized the number of shares to be increased to 50,000,000 shares.  On October 8, 2016, a board resolution was passed that authorized a forward split 3,000 to 1.

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A.

To record the issuance of 34,687,244 shares of common stock pursuant to the Securities Exchange Agreement.

B.

To eliminate the common stock accounts of OXYS and the prior retained earnings of the Company.

C.

To record the cancellation of 1,500,000 shares of common stock from shareholders of Gotham and the elimination of other residual balances of Gotham.

See Notes To Unaudited Pro Forma Condensed Financial Statements.

39

See Notes To Unaudited Pro Forma Condensed Financial Statements.

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GOTHAM CAPITAL HOLDINGS, INC.

AND OXYS CORPORATION

NOTES TO PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

[Unaudited]

NOTE 1 – GOTHAM CAPITAL HOLDINGS, INC.

Gotham Capital Holdings Inc. (the “ Company ” ) was incorporated in the State of New Jersey on October 1, 2003 under the name Creative Beauty Supply of New Jersey Corporation and subsequently changed its name to Gotham Capital Holdings, Inc. on May 18, 2015. On January 1, 2004, the Company commenced operations in the beauty supply industry at both the wholesale and retail levels. On November 30, 2007, the Company ’ s Board of Directors approved of a plan to dispose of its wholesale and retail beauty supply business. As of January 1, 2009, the Company has had no operations and is a shell company.

NOTE 2 – OXYS CORPORATION

OXYS Corporation ( “ OXYS ” ) was incorporated in the State of Nevada on August 4, 2016. OXYS is currently considered a development stage company as referred to in ASU 2014-10 Development Stage Entities (Topic 915). OXYS is currently devoting substantially all its efforts to identifying, developing and marketing engineered products, software and services for applications in the Industrial Internet which involves collecting and processing data collected from a wide variety of industrial systems and machines.

NOTE 3 - PROFORMA ADJUSTMENTS

On or before May 30, 2017, it is estimated that OXYS will be acquired by the Company pursuant to an Agreement and Plan of Reorganization. The agreement called for the Company to issue 34,687,244 shares of common stock to the shareholders of OXYS for a controlling ownership interest of the Company in a transaction wherein OXYS would became a wholly-owned subsidiary of the Company.

The ownership interests of the former owners of OXYS in the combined enterprise will be greater than that of the ongoing shareholders of the Company and, accordingly, the management of OXYS will assume operating control of the combined enterprise. Consequently, the acquisition is accounted for as the recapitalization of OXYS, wherein OXYS purchased the assets of the Company and accounted for the transaction as a reverse purchase for accounting purposes.

Proforma adjustments on the attached financial statements include the following:

[A]

To record the issuance of 34,687,244 shares of common stock pursuant to the Securities Exchange Agreement.

[B]

To eliminate the common stock accounts of OXYS and the prior retained earnings of the Company.

[C]

To record the cancellation of 1,500,000 shares of common stock from shareholders of Gotham Capital Holdings, Inc. and the elimination of residual balances of Gotham.

NOTE 4 - PROFORMA (LOSS) PER SHARE

The proforma (loss) per share is computed based on the number of shares outstanding, after adjustment for shares issued in the acquisition, as though all shares issued in the acquisition had been outstanding from the beginning of the periods presented.

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See Notes To Unaudited Pro Forma Condensed Financial Statements.

42

See Notes To Unaudited Pro Forma Condensed Financial Statements.

43

GOTHAM CAPITAL HOLDINGS, INC.

AND OXYS CORPORATION

NOTES TO PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

[Unaudited]

NOTE 1 – GOTHAM CAPITAL HOLDINGS, INC.

Gotham Capital Holdings Inc. (the “ Company ” ) was incorporated in the State of New Jersey on October 1, 2003 under the name Creative Beauty Supply of New Jersey Corporation and subsequently changed its name to Gotham Capital Holdings, Inc. on May 18, 2015.  On January 1, 2004, the Company commenced operations in the beauty supply industry at both the wholesale and retail levels.  On November 30, 2007, the Company ’ s Board of Directors approved of a plan to dispose of its wholesale and retail beauty supply business.  As of January 1, 2009, the Company has had no operations and is a shell company.

NOTE 2 – OXYS CORPORATION

Oxys Corporation ( “ OXYS ” ) was incorporated in the State of Nevada on August 4, 2016.  OXYS is currently considered a development stage company as referred to in ASU 2014-10 Development Stage Entities (Topic 915).  OXYS is currently devoting substantially all its efforts to identifying, developing and marketing engineered products, software and services for applications in the Industrial Internet which involves collecting and processing data collected from a wide variety of industrial systems and machines.

NOTE 3 - PROFORMA ADJUSTMENTS

On May 4, 2017, OXYS was acquired by the Company pursuant to an Agreement and Plan of Reorganization.  The agreement called for the Company to issue 34,687,244 shares of common stock to the shareholders of OXYS for a controlling ownership interest of the Company in a transaction wherein OXYS would became a wholly-owned subsidiary of the Company.

The ownership interests of the former owners of OXYS in the combined enterprise will be greater than that of the ongoing shareholders of the Company and, accordingly, the management of OXYS will assume operating control of the combined enterprise.  Consequently, the acquisition is accounted for as the recapitalization of OXYS, wherein OXYS purchased the assets of the Company and accounted for the transaction as a reverse purchase for accounting purposes.

Proforma adjustments on the attached financial statements include the following:

[A]

To record the issuance of 34,687,244 shares of common stock pursuant to the Securities Exchange Agreement.

[B]

To eliminate the common stock accounts of OXYS and the prior retained earnings of the Company.

[C]

To record the cancellation of 1,500,000 shares of common stock from shareholders of Gotham Capital Holdings, Inc. and the elimination of residual balances of Gotham.

44

NOTE 4 - PROFORMA (LOSS) PER SHARE

The proforma (loss) per share is computed based on the number of shares outstanding, after adjustment for shares issued in the acquisition, as though all shares issued in the acquisition had been outstanding from the beginning of the periods presented.

45