UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


———————

FORM 10-Q

———————

(Mark One)


þ

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

 

 

For the quarterly period ended: March 31, 2017

Or

 

 

o

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

 

For the transition period from: _____________ to _____________


———————

ADVANCED OXYGEN TECHNOLOGIES, INC.

 (Exact name of registrant as specified in its charter)

———————


Delaware

0-9951

91-1143622

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)


C/O Crossfield, Inc., 653 VT Route 12A, PO Box 189, Randolph, VT 05060

 (Address of Principal Executive Offices) (Zip Code)


(212) 727-7085

 (Registrant’s telephone number, including area code)

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $.01per share

 

Indicate by check 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 þ  No o

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 (§ 229.405 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 þ  No o

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", "an accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

o

Accelerated Filer

o

Non Accelerated Filer
(Do not check if a smaller reporting company)

o

Smaller Reporting Company

þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Check one: Yes o  No þ

As of May 03, 2017 there were 2,292,945 issued and outstanding shares of the registrant's Common Stock, $0.01 par value.



ADVANCED OXYGEN TECHNOLOGIES, INC.

 Table of Contents

INDEX

PART I
Item I: Financial Statements (unaudited)
Page
Consolidated Balance Sheet as of March 31, 2017 (unaudited) and June 30, 2016
1
Unaudited Consolidated Statement of Operations and Other Comprehensive Income (Loss) for the three months and nine months ended March 31, 2017 and March 31, 2016
3
Unaudited Consolidated Statement of Cash Flow for the nine months ended March 31, 2017 and March 31, 2016
4
Notes to the Consolidated Financial Statements
5
6
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations
11
Item 3: Quantitative and Qualitative Disclosures about Market Risk
16
Item 4: Controls and Procedures
16
PART II
Item 1: Legal Proceedings
18
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
18
Item 3: Defaults Upon Senior Securities
18
Item 4: Mine Safety Disclosures
18
Item 5: Other Information
18
Item 6. Exhibits and Reports on Form 8-K
18
Signature
19
EXHIBIT 31.1, 31.2 Certifications of Officers
EX 31
EXHIBIT 32.1, 32.2 Certifications of Officers
EX 32
EXHIBIT 101.INS XBRL Instance
 
EX 101.INS
EXHIBIT 101.SCH XBRL Taxonomy Extension Schema Document
EX 101.SCH
EXHIBIT 101.CAL XBRL Taxonomy Extension Calculation Document
EX 101.CAL
EXHIBIT 101.DEF XBRL Taxonomy Extension Definition Document
EX 101.DEF
EXHIBIT 101.LAB XBRL Taxonomy Extension Labels Document
EX 101.LAB
EXHIBIT 101.PRE XBRL Taxonomy Extension Presentation Document
EX 101.PRE


PART 1: FINANCIAL INFORMATION

   Item I: Consolidated Financial Statements for the nine months ending March 31, 2017 (unaudited).


ADVANCED OXYGEN TECHNOLOGIES, INC.
AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

  

 

 

 

 

March 31,

 

 

June 30,

 

ASSETS

 

 2017 

 

 

 2016 

 

 

 

(unaudited)

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$ 45,329

 

 

$ 46,170

 

Property Tax Receivable

 

 

1,145

 

 

 

1,173

 

Total Current Assets

 

 

46,474

 

 

 

47,343

 

 

 

 

 

 

 

 

 

 

FIXED ASSETS

 

 

 

 

 

 

 

 

   Land

 

 

580,655

 

 

 

595,280

 

TOTAL ASSETS

 

$ 627,129

 

 

$ 642,623

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts Payable

 

$ 2,300

 

 

$ 2,599

 

Taxes Payable

 

 

22,093

 

 

 

24,028

 

Notes Payable, Current Portion

 

 

150,302

 

 

 

150,887

 

Advances From a Related Party

 

 

95,391

 

 

 

78,262

 

Total current liabilities

 

 

270,086

 

 

 

255,776

 

 

 

 

 

 

 

 

 

 

Notes Payable

 

 

100,626

 

 

 

122,609

 

 

 

 

 

 

 

 

 

 

Total Long Term Liabilities

 

 

100,626

 

 

 

122,609

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

370,712

 

 

 

378,385

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Convertible preferred stock, Series 2, par value $0.01; authorized 10,000,000 shares; 5,000 shares issued and outstanding at March 31, 2017 and June 30, 2016, respectively

 

 

50

 

 

 

50

 

 

 

 

 

 

 

 

 

 

Convertible preferred stock, Series 3, par value $0.01; 1,670,000 shares authorized, 0 shares issued and outstanding, respectively

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Convertible preferred stock, Series 5; no par value, 1 share authorized, 0 shares issued and outstanding, respectively

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Common stock, par value $0.01; 60,000,000 shares authorized, 2,292,945 shares issued and outstanding, respectively

 

 

22,929

 

 

 

22,929

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

20,953,991

 

 

 

20,953,991

 

 

 

 

 

 

 

 

 

 

Accumulated Other Comprehensive Income

 

 

21,605

 

 

 

27,085

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

(20,742,158 )

 

 

(20,739,817 )

 

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS' EQUITY

 

 

256,417

 

 

 

264,238

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$ 627,129

 

 

$ 642,623

 

See accompanying notes to condensed Consolidated Financial Statements.

Return to Table of Contents


ADVANCED OXYGEN TECHNOLOGIES, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

 

 

For the Three Months Ended March 31,

 

For the Nine Months Ended March 31,

 

 

2017

 

 

2016

 

2017

2016

 

 

 

 

 

 

Sales

 

$ 8,806

 

 

$ 9,104

 

$ 26,792 $ 27,219

 

 

 

 

 

 

 

 

 

 

 

    Cost and Expenses

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

 

2,158

 

 

 

5,479

 

5,785

6,710

Professional Expenses

 

 

2,000

 

 

275 14,023 6,418

 

 

 

4,158  

 

 

5,754 19,808 13,128

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from Operations

 

 

4,648  

 

 

3,350

 

6,984 14,091

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(1,551

)

 

 

(2,046

)

(5,027

)

(6,378

)

 

 

 

   

 

 

 

 

   

Income Before Income Taxes

 

 

3,097

 

 

 

1,304

 

1,957

 

7,713

 

 

 

   

 

 

       

Provision for Income Taxes

 

 

1,059  

 

 

-   4,298 -

 

 

 

 

 

 

       

Net Income (Loss)

 

 

2,038  

 

 

1,304

  (2,341 )

7,713

 

Net Income (Loss) Per Share:

 

   

 

 

   

 

   

Basic

 

$ 0.0009  

 

$ 0.0006   $ (0.0010 ) $ 0.0034

Diluted

 

$ 0.0009  

 

$ 0.0006   $ (0.0010 ) $ 0.0034

 

 

 

 

 

 

 

 

   

Weighted Average Shares Outstanding

Basic

2,292,945 2,292,945 2,292,945 2,292,945

Diluted

2,302,945 2,302,945 2,292,945 2,302,945

 

COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

Other Income (Loss)

 

 

 

 

 

 

 

 

 

Translation Adjustments

 

$ 6,159  

 

 $

632 $
(5,480
) $ (11,007 )

Total Comprehensive Income (Loss)

 

$ 8,197  

 

$ 1,936 $
(7,821
) $ 3,294

See accompanying notes to condensed Consolidated Financial Statements.

ADVANCED OXYGEN TECHNOLOGIES, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the Nine Months Ended March 31,

 

 

 

2017

 

 

2016

 

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$ (2,341

)

 

$ 7,713

 

Adjustments to reconcile net income to net cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

(300

)

 

 

586

Taxes payable

 

 

4,757

 

 

(27,827

)

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

 

2,116  

 

 

(19,528

)

 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

 

 

Proceeds from:

 

 

 

 

 

 

 

 

Advances from related parties

 

 

17,442

 

 

 

16,169

 

 

 

 

 

 

 

Proceeds used for:

 

 

 

 

 

 

 

 

Long Term Debt repayment

 

 

(19,265 )

 

 

(18,197 )

 

 

 

 

Net cash provided by financing activities

(1,823 ) (2,748 )
 

Effect of exchange rate changes on cash

 

 

(1,005 )

 

 

-

 

Net Decrease in Cash

 

 

(712 )

 

 

(22,276) )

 

 

 

 

 

 

 

 

 

Cash at beginning of the period

 

$ 46,170

 

 

$ 68,260

 

Cash at end of period

 

$ 45,458

 

 

$ 45,983

 

 

Non Cash Investing and Financing Activities

 

 

 

 

 

 

 

 

Cash paid for Interest

 

 

5,027

 

 

 

6,378

 

See accompanying notes to condensed Consolidated Financial Statements.

 

Return to Table of Contents


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1- ORGANIZATION AND LINE OF BUSINESS:

Organization and Basis of Presentation:

The accompanying unaudited interim condensed consolidated financial statements of Advanced Oxygen Technologies, Inc. (“Group” or the “Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for annual audited financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

The results of operations for the nine months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending June 30, 2017. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the years ended June 30, 2016 and 2015 included in Form 10-K filed with the SEC.

Lines of Business:

The Company, through its wholly owned subsidiary Anton Nielsen Vojens ApS ("ANV") owns income producing commercial real estate leased until 2026. The real estate consists solely of the land with no buildings or improvements (“Land”). All improvements on the Land are those of the tenant.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Revenue recognition of rental income:

Revenues are recognized during the period in which the rental payment is received. The Company applies the provisions of FASB Accounting Standards Codification ('ASC') 605-10. Revenue Recognition in Financial Statements ASC 605-10, provides guidance on recognition, presentation, and disclosure of revenues in financial statements filed with the SEC. 

The Company's source of revenue is from a commercial property lease in which quarterly payments are received pursuant to the property lease which is in effect until 2026.

Property Plant and Equipment:

Land and buildings are recognized at cost. Land is carried at cost less accumulated impairment losses.

Impairment of Real Estate Investments:

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate investments may not be recoverable or realized. When indicators of potential impairment suggest that the carrying value of real estate investments may not be recoverable, the Company assesses the recoverability by estimating whether the Company will recover the carrying value of its real estate investments through its undiscounted future cash flows and the eventual disposition of the investment. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of its real estate investments, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of its real estate investments.

Return to Table of Contents


Foreign Currency Translation:

Foreign currency transactions are translated applying the current rate method. Assets and liabilities are translated at current rates. Stockholders' equity accounts are translated at the appropriate historical rates and revenue and expenses are translated at weighted average rates for the year. Exchange rate differences that arise between the rate at the transaction date and the one in effect at the payment date, or at the balance sheet date, are recognized in the income statement.

Income Taxes:

The Company accounts for income taxes under the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required when it is less likely than not that the Company will be able to realize all or a portion of its deferred tax assets. Because it is doubtful that the net operating losses of recent years will ever be used, a valuation allowance has been recognized equal to the tax benefit of net operating losses generated.

Net Earnings per Share:

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of March 31, 2017 and March 31, 2016 there were 10,000 and 10,000 potential dilutive shares, respectively, and because of the net loss for the nine months period ending March 31, 2017 the dilutive shares were excluded from the Diluted EPS calculation as the effect of these potential common shares is anti-dilutive.


Cash and Cash Equivalents:

For purposes of the statement of cash flows, the Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents.  The Company maintains its cash in bank deposit accounts which, at March 31, 2017 did not exceed federally insured limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on such amounts.

Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

Concentrations of Credit Risk:

Financial instruments that potentially subject the Company to major credit risk consist principally of a single subsidiary of Anton Nielsen Vojens ApS.

Reclassification:

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.

Return to Table of Contents

Recently Issued Accounting Standards:

In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02) "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not anticipate that the adoption of ASU 2015-02 will have any impact on our consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company's present or future financial statements.

 NOTE 3 - MAJOR CUSTOMER:

The Company's subsidiary, Anton Nielsen Vojens, ApS has sales to major customers who were non related parties. For the period ending March 31, 2017, and March 31, 2016 the major customer concentrations were as follows:

 

 

 

Percent of Sales
for the Period ending March 31,

 

Customer

 

 

2017

 

 

2016

 

Circle K Denmark A/S, Formerly StatOil A/S

 

 

 

100 %

 

 

100 %

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

Total Sales from Major Customers

 

 

 

100 %

 

 

100 %

NOTE 4 - LAND:

The Land owned by the Company's wholly owned subsidiary constitutes the largest asset of the Company. As of March 31, 2017 the difference in the Land's carrying value as recorded on the balance sheet amounting to $(14,625) is solely due to the currency translation difference.  The carrying value of the Land of the Company was as follows:

 

 

 

Carrying Value of Land at

 

 

 

March 31, 2017

 

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

US Dollars

 

$ 580,655

 

 

$ 595,280

 

NOTE 5 - RELATED PARTY TRANSACTIONS:

Crossfields, Inc., a company that the CEO, Robert Wolfe is an officer and director, has made advances to the Company which are not collateralized, non-interest bearing, and payable upon demand, however, the Company did not expect to make payment within one year. As of March 31, 2017, the amount due to Crossfields was $95,391. Crossfields advanced an additional $17,443 during the nine months ended March 31, 2017 to meet expenses.

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 NOTE 6 - NOTES PAYABLE:

The Company issued a promissory note ("Note") for $650,000, payable to the Borkwood Development Ltd, a previous shareholder of the Company ("Seller"), payable and amortized monthly and carrying an interest at 5% per year. The Company has the right to prepay the note at any time with a notice of 14 days. To secure the payment of principal and interest the Sellers will receive a perfect lien and security interest in the Shares in the company ANV until the note with accrued interest is paid in full, and, 2) In the case that the Note has not been repaid within 12 months from the day of closing the Sellers have the right to convert the debt to common stock of Advanced Oxygen Technologies, Inc. in an amount of non diluted shares calculated on the conversion Date, equal to the lesser of : a) Six hundred and Fifty thousand (650,000) or the Purchase Price minus the principal payments made by the buyer, whichever is greater, divided by the previous ten day closing price of AOXY as quoted on the national exchange, or b) Fifteen million shares, whichever is lesser. The Note has been extended until July 1, 2017 and interest waived through the period ending June 30, 2017. The balance on the note as of March 31, 2017 and June 30, 2016 was $127,029.

The Company has a note payable with a bank. The original amount of the note was kr 800,000 Danish Krone (kr) ("Note A"). The note is secured by the revenues of the lease with Circle K Denmark A/S, formerly Statoil, with a 7.00% interest rate and 1.25 years left on the term. The balance on the note as of March 31, 2017 was $12,357. The Company made principal payments of $7,256 and interest payments of $992. The value of the note reflect the currency adjustments. The paragraph below summarizes the company's commitments going forward.

The Company has a note payable with a bank ("Note B"). The original amount of Note B was kr 1,132,000 Danish Krone (kr). Note B is secured by the subsidiary's real estate, with a 2.00% interest rate and 6.75 years left on the term. The balance on the note as of March 31, 2017 was $111,542. During the period ended March 31, 2017, the Company paid $11,714 in principal payments and $4,029 in interest payments.

The Company's debt obligations at March 31, 2017 and June 30, 2016 are:

 

March 31,

 

 

June 30,

 

 

 

 2017 

 

 

 2016 

 

Bank Loans

 

$ 123,899

 

 

$ 146,467

 

Borkwood Development Ltd

 

 

127,029

 

 

 

127,029

 

Total Debt

 

 

250,928

 

 

 

273,496

 

 

 

 

 

 

 

 

 

 

Less Current Portion of Debt

 

 

(150,302)

 

 

 

(150,887)

 

   

 

 

 

 

 

 

 

 

Long-Term portion of Debt

 

$ 100,626

 

 

$ 122,609

 

 

 

 

 

 

 

 

 

 

The Company has minimum yearly bank payments of $31,796 for 1.25 years, and $20,892 thereafter for another 5.5 years.

The amounts stated in this note reflect the Company's commitments in the currencies that those commitments were made and the amounts are an estimate of what the US dollar amount would be if the currency rates did not change going forward. 

NOTE 7 - SHAREHOLDERS' EQUITY:

Common Stock:

Pursuant to a Certificate of Amendment to our Certificate of Incorporation filed with the State of Delaware and effective as of December 8, 2014, the Company (effected a reverse stock split of all the outstanding shares of our common stock at an exchange ratio of one for twenty (1:20) and changed the number our authorized shares of common stock, par value $0.01 per share, from 90,000,000 to 60,000,000 while maintaining the number of authorized shares of preferred stock, par value $0.01 per share, at 10,000,000. As a result, the 45,853,585 shares of common stock outstanding at December 7, 2014 had been reduced to 2,292,945 shares of common stock (taking into account the rounding up of fractional share interests).

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 Preferred Stock:

The Company is authorized to issue 10,000,000 shares of $0.01 par value preferred stock. The Company may issue any class of preferred shares in series. The board of directors has the authority to establish and designate series and to fix the number of shares included in each such series.

Series 2 Convertible Preferred Stock:

Each Series 2 preferred share is convertible into two shares of common stock at the option of the holder. Each Series 2 preferred share also includes one warrant to purchase two common shares for $5.00. The warrants are exercisable over a three-year period. In the event of the liquidation of the Company, holders of Series 2 preferred stock would be entitled to receive $5.00 per share, plus any unpaid dividends declared on the Series 2 preferred stock from the funds remaining after the Company's creditors, including directors, have been paid. There have been no dividends declared.  During November 1997, 172,000 shares of Series 2 preferred stock were converted into 344,000 shares of the Company's common stock. As of March 31, 2017, there were 5,000 shares issued, which are convertible into 2 common shares. There are no warrants outstanding that have been issued in connection with the preferred shares.

Series 3 Convertible Preferred Stock:

Each share automatically converts on March 2, 2000 into either (a) one (1) share of the Company's common stock if the average closing price of the common stock during the ten trading days immediately prior to March 1, 2000 is equal to or greater than sixty-six cents ($0.66) per share, or (b) one and one-half (1 1/2) shares of common stock if the average closing price of the common stock during the ten trading days immediately prior March 1, 2000 is less than sixty-six cents ($0.66) per share.

Series 5 Convertible Preferred Stock:

The shares are collectively convertible to common stock of the Company on March 5, 2004, in an amount equal to the greater of a.) 290,000 shares divided by the ten day closing price, prior to the date of acquisition of IPS, of the Company's common stock as quoted on the national exchange and not to exceed twenty million shares, or b.) six million shares.

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

The following should be read in conjunction with our Consolidated Financial Statements and the notes thereto included in the Financial Statements.

FORWARD LOOKING STATEMENTS:

Certain statements contained in this report, including statements concerning the Company's future and financing requirements, the Company's ability to obtain market acceptance of its products and the competitive market for sales of small production business' and other statements contained herein regarding matters that are not historical facts, are forward looking statements; actual results may differ materially from those set forth in the forward looking statements, which statements involve risks and uncertainties, including without limitation to those risks and uncertainties set forth in any of the Company's Registration Statements under the heading "Risk Factors" or any other such heading. In addition, historical performance of the Company should not be considered as an indicator for future performance, and as such, the future performance of the Company may differ significantly from historical performance.

Return to Table of Contents


 

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDING MARCH 31, 2017 COMPARED TO 2016:

Revenues: Revenues from operations for the three month period ending March 31, 2017 and March 31, 2016 were $8,806 and $9,104 respectively, and the revenues from operations for the nine month period ending March 31, 2017 and March 31, 2016 were $26,792 and $27,219 respectively. They were attributable to operations of the Company's wholly owned subsidiary Anton Nielsen Vojens.  The fluctuations were due to currency fluctuations, as the revenues were the same for both comparative periods.

Selling, general and administrative expenses: G&A expenses for the three month period ending March 31, 2017 and March 31, 2016 were $2,158 and $5,479 respectively and the G&A expenses for the nine month period ending March 31, 2017 and March 31, 2016 were $5,785 and $6,710 respectively. The expenses are attributable to ANV's operations, the Company's SEC compliance and the new engagement of independent auditors.

Interest expense: Interest expense for the three month period ending March 31, 2017 and March 31, 2016 was $1,551 and $2,046 respectively and the interest expense for the nine month period ending March 31, 2017 and March 31, 2016 was $5,027 and $6,378 respectively. The changes in interest expenses for 2017 are primarily due to the currency fluctuations and the reduction of debt.

Net income (loss) attributed to common stockholders: Net income (loss) attributed to common stockholders was $2,038 or $0.0009 per share for the three month period ending March 31, 2017 as compared to $1,304 or $0.0006 per share for March 31, 2016. Net income (loss) attributed to common stockholders was $(2,341) or $(0.0010) per share for the nine month period ending March 31, 2017 as compared to $7,713 or $0.0034 per share for March 31, 2016. The net income was attributable to the Company's subsidiary's operations and currency fluctuations.

Liquidity and capital resources:  At March 31, 2017 and June 30, 2016, the Company had cash and cash equivalents of $45,329 and $46,170 respectively. At March 31, 2017 and June 30, 2016, the Company had a working capital deficit of $223,612 and $208,433 respectively. The change in cash is primarily associated with currency fluctuations, and the decrease in the working capital deficit is primarily due to payment of debt and normal operations.

Net cash provided from (used for) operating activities for nine month period ending March 31, 2017 and March 31, 2016 was $2,116 and $(19,528), respectively. The net cash used by operating activities was primarily due to the operations of ANV and the payment of ANV taxes from 2015.

Net cash provided from (used for) financing activities for nine month period ending March 31, 2017 and March 31, 2016 was $(1,823) and $(2,748) respectively. Net cash provided from or used for financing activities for both periods is related to the company's borrowings from banks, officers and directors, and the repayment of debt.

OFF BALANCE SHEET ARRANGEMENTS:

We do not currently have any off balance sheet arrangements.

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 ACQUISITION EFFORTS:

The Company continues its efforts to raise capital to support operations and growth, and is actively searching acquisition or merger with another company that would complement the Company or increase its earnings potential. During this period, the Company has been in discussion with Companies looking to be acquired. The Company has not negotiated any terms nor proposed any acquisitions of any of these companies that have been accepted. In addition, the Company is in discussion with potential lending institutions to assist in financing any proposed acquisition. The Company expects difficulty in financing the growth of the increased business or acquisition and has been concentrating on raising capital and/or obtaining a line of credit.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk:

Smaller reporting companies are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES:

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer who is also our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Acting Chief Financial Officer concluded as of March 31, 2017 that our disclosure controls and procedures were not effective at ensuring that the material information required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported as required in applicable SEC rules and forms.

During the nine month period ended March 31, 2017, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

PART II

ITEM 1: LEGAL PROCEEDINGS:

None

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES:

None

ITEM 4. MINE SAFETY DISCLOSURES:

None

ITEM 5. OTHER INFORMATION:

None

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K:

During the nine month period ending March 31, 2017, the Company filed the following report on Form 8-K.

On August 05, 2016 the Company has engaged Sadler, Gibb & Associates, LLC, 2455 E. Parleys Way, Suite 320, Salt Lake City, UT 84109, (801)783-2960 ("New Accountants") as its certified accounting firm/outside auditor from its Danish auditors CHR. Mortensen Revisionsfirma. Additionally, the Company had not consulted the New Accountants regarding: (i) The application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the small business issuer’s financial statements and either written or oral advice was provided that was an important factor considered by the small business issuer in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or event identified in response to paragraph (a)(1)(iv) of Regulation S-B section §228.304 (Item 304).

Exhibit
Number

 

Description of the Document

3.1   Certificate of Incorporation as Amended and filed with the Secretary of State of Delaware effective on December 5, 2014(1)
3.2   Bylaws.(1)

31.1

 

Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/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 Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Chief Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

 

Certification of Chief Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

 

XBRL Instance

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

(1)   Filed as an exhibit to the Company's 8-K filed with the SEC on December 5, 2014 and incorporated herein by reference.
 

SIGNATURE

In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 03, 2017

 

/s/ Robert E. Wolfe /s/

------------------------------------------
Robert E. Wolfe,

Chairman of the Board , Chief Executive Officer and Principal Financial Officer

 



CERTIFICATIONS


I, Robert Wolfe, certify that:


1. I have reviewed this Quarterly Report on Form 10-Q for the 3 month period ended March 31, 2017 of Advanced Oxygen Technologies, Inc.;


2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;


4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



By: /s/ Robert Wolfe

Robert Wolfe

Chief Executive Officer


Date: May 3, 2017

CERTIFICATIONS


I, Robert Wolfe, certify that:


1. I have reviewed this Quarterly Report on Form 10-Q for the 3 month period ended March 31, 2017 of Advanced Oxygen Technologies, Inc.;


2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;


4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



By: /s/ Robert Wolfe

Robert Wolfe

Chief Financial Officer


Date: May 3, 2017




CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO


SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Advanced Oxygen Technologies, Inc. (the “Company”) on Form 10-Q for the 3 month period ended March 31, 2017 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Wolfe, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:


(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





By: /s/ Robert Wolfe

Robert Wolfe

Chief Executive Officer


Date: May 3, 2017

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO


SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Advanced Oxygen Technologies, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2017 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Wolfe, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:


(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





By: /s/ Robert Wolfe

Robert Wolfe

Chief Financial Officer


Date: May 3, 2017



v3.7.0.1
Document and Entity Information - shares
9 Months Ended
Mar. 31, 2017
May 03, 2017
Document And Entity Information    
Entity Registrant Name ADVANCED OXYGEN TECHNOLOGIES INC  
Entity Central Index Key 0000352991  
Amendment Flag false  
Current Fiscal Year End Date --06-30  
Document Type 10-Q  
Document Period End Date Mar. 31, 2017  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2017  
Entity Well-known Seasoned Issuer No  
Entity Voluntary Filers No  
Entity Current Reporting Status Yes  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   2,292,945


v3.7.0.1
Condensed Consolidated Balance Sheets - USD ($)
Mar. 31, 2017
Jun. 30, 2016
CURRENT ASSETS    
Cash $ 45,329 $ 46,170
Property Tax Receivable 1,145 1,173
Total Current Assets 46,474 47,343
FIXED ASSETS    
Land 580,655 595,280
TOTAL ASSETS 627,129 642,623
CURRENT LIABILITIES    
Accounts Payable 2,300 2,599
Taxes payable 22,093 24,028
Note Payable, Current Portion 150,302 150,887
Advances From a Related Party 95,391 78,262
Total current liabilities 270,086 255,776
Notes Payable 100,626 122,609
Total Long Term Liabilities 100,626 122,609
Total Liabilities 370,712 378,385
STOCKHOLDERS' EQUITY-    
Common stock, par value $0.01; 60,000,000 shares authorized, 2,292,945 shares issued and outstanding, respectively 22,929 22,929
Additional paid-in capital 20,953,991 20,953,991
Other Comprehensive Income 21,605 27,085
Accumulated deficit (20,742,158) (20,739,817)
TOTAL STOCKHOLDERS EQUITY 256,417 264,238
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY 627,129 642,623
Series 2 Convertible Preferred Stock [Member]    
STOCKHOLDERS' EQUITY-    
Convertible preferred stock 50 50
Series 3 Convertible preferred stock [Member]    
STOCKHOLDERS' EQUITY-    
Convertible preferred stock
Series 5 Convertible preferred stock [Member]    
STOCKHOLDERS' EQUITY-    
Convertible preferred stock


v3.7.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2017
Jun. 30, 2016
STOCKHOLDERS' EQUITY-    
Common Stock, par value $ 0.01 $ 0.01
Common Stock, shares authorized 60,000,000 60,000,000
Common Stock, shares issued 2,292,945 2,292,945
Common Stock, shares outstanding 2,292,945 2,292,945
Series 2 Convertible Preferred Stock [Member]    
STOCKHOLDERS' EQUITY-    
Preferred Stock, par value $ 0.01 $ 0.01
Preferred Stock, shares authorized 10,000,000 10,000,000
Preferred Stock, shares issued 5,000 5,000
Preferred Stock, shares outstanding 5,000 5,000
Series 3 Convertible preferred stock [Member]    
STOCKHOLDERS' EQUITY-    
Preferred Stock, par value $ 0.01 $ 0.01
Preferred Stock, shares authorized 1,670,000 1,670,000
Preferred Stock, shares issued 0 0
Preferred Stock, shares outstanding 0 0
Series 5 Convertible preferred stock [Member]    
STOCKHOLDERS' EQUITY-    
Preferred Stock, shares authorized 1 1
Preferred Stock, shares issued 0 0
Preferred Stock, shares outstanding 0 0


v3.7.0.1
Condensed Consolidated Statements of Operations And Other Comprehensive Income (Loss) (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Mar. 31, 2017
Mar. 31, 2016
Condensed Consolidated Statements Of Operations And Other Comprehensive Income Loss        
Sales $ 8,806 $ 9,104 $ 26,792 $ 27,219
Costs and Expenses        
General and Administrative 2,158 5,479 5,785 6,710
Professional Expenses 2,000 275 14,023 6,418
Total Operating Expenses 4,158 5,754 19,808 13,128
Income (loss) from Operations 4,648 3,350 6,984 14,091
Other Income (Expenses)        
Interest expense, net (1,551) (2,046) (5,027) (6,378)
Income Before Income Taxes 3,097 1,304 1,957 7,713
Provision for Income Taxes 1,059 4,298
Net Income (Loss) $ 2,038 $ 1,304 $ (2,341) $ 7,713
Net Income (Loss) Per Share: Basic $ 0.0009 $ 0.0006 $ (0.0010) $ 0.0034
Net Income (Loss) Per Share: Diluted $ 0.0009 $ 0.0006 $ (0.0010) $ 0.0034
Weighted Average Shares Outstanding Basic 2,292,945 2,292,945 2,292,945 2,292,945
Weighted Average Shares Outstanding Diluted 2,302,945 2,302,945 2,292,945 2,302,945
Other Income (Loss)        
Translation Adjustments $ 6,159 $ 632 $ (5,480) $ (11,007)
Total Comprehensive Income (Loss) $ 8,197 $ 1,936 $ (7,821) $ 3,294


v3.7.0.1
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($)
9 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Cash flows from operating activities    
Net income $ (2,341) $ 7,713
Changes in operating assets and liabilities    
Accounts Payable (300) 586
Taxes Payable 4,757 (27,827)
Net cash provided by (used in) operating activities 2,116 (19,528)
Proceeds From:    
Advances from related parties 17,442 16,169
Proceeds used for:    
Long Term Debt (19,265) (18,197)
Net cash provided by financing activities (1,823) (2,748)
Effect of exchange rate changes on cash (1,005)
Net Decrease in Cash (712) (22,276)
Cash at beginning of the period 46,170 68,260
Cash at end of period 45,329 45,983
Non Cash Investing and Financing Activities    
Cash paid for Interest $ 5,027 $ 6,378


v3.7.0.1
Organization and Line Of Business
9 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
1. ORGANIZATION AND LINE OF BUSINESS

Organization and Basis of Presentation:

 

The accompanying unaudited interim condensed consolidated financial statements of Advanced Oxygen Technologies, Inc. (“Group” or the “Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for annual audited financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

 

The results of operations for the nine months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending June 30, 2017. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the years ended June 30, 2016 and 2015 included in Form 10-K filed with the SEC.

 

Lines of Business:

 

The Company, through its wholly owned subsidiary Anton Nielsen Vojens ApS (“ANV”) owns income producing commercial real estate leased until 2026. The real estate consists solely of the land with no buildings or improvements (“Land”). All improvements on the Land are those of the tenant.



v3.7.0.1
Summary of Significant Accounting Policies
9 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue recognition of rental income:

 

Revenues are recognized during the period in which the rental payment is received. The Company applies the provisions of FASB Accounting Standards Codification (‘ASC’) 605-10. Revenue Recognition in Financial Statements ASC 605-10, provides guidance on recognition, presentation, and disclosure of revenues in financial statements filed with the SEC.

 

The Company’s source of revenue is from a commercial property lease in which quarterly payments are received pursuant to the property lease which is in effect until 2026.

 

Property Plant and Equipment:

 

Land and buildings are recognized at cost. Land is carried at cost less accumulated impairment losses.

 

Impairment of Real Estate Investments:

 

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate investments may not be recoverable or realized. When indicators of potential impairment suggest that the carrying value of real estate investments may not be recoverable, the Company assesses the recoverability by estimating whether the Company will recover the carrying value of its real estate investments through its undiscounted future cash flows and the eventual disposition of the investment. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of its real estate investments, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of its real estate investments.

 

Foreign Currency Translation:

 

Foreign currency transactions are translated applying the current rate method. Assets and liabilities are translated at current rates. Stockholders’ equity accounts are translated at the appropriate historical rates and revenue and expenses are translated at weighted average rates for the year. Exchange rate differences that arise between the rate at the transaction date and the one in effect at the payment date, or at the balance sheet date, are recognized in the income statement.

 

Income Taxes:

 

The Company accounts for income taxes under the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required when it is less likely than not that the Company will be able to realize all or a portion of its deferred tax assets. Because it is doubtful that the net operating losses of recent years will ever be used, a valuation allowance has been recognized equal to the tax benefit of net operating losses generated.

 

Net Earnings per Share:

 

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of March 31, 2017 and June 30, 2016 there were 10,000 and 10,000, respectively potential dilutive shares and because of the net loss, the effect of these potential common shares is anti-dilutive.


Cash and Cash Equivalents:

 

For purposes of the statement of cash flows, the Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at March 31, 2017 did not exceed federally insured limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on such amounts.

 

Estimates:

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

 

Concentrations of Credit Risk:

 

Financial instruments that potentially subject the Company to major credit risk consist principally of a single subsidiary of Anton Nielsen Vojens ApS.

 

Reclassification:

 

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.

 

Recently Issued Accounting Standards:

 

In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance.

 

In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02) “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not anticipate that the adoption of ASU 2015-02 will have any impact on our consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements.



v3.7.0.1
Major Customer
9 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
3. MAJOR CUSTOMER

The Company's subsidiary, Anton Nielsen Vojens, ApS has sales to major customers who were non related parties. For the period ending March 31, 2017, and March 31, 2016 the major customer concentrations were as follows:

 

    Percent of Sales
for the Period ending March 31,
 
Customer   2017     2016  
             
Circle K Denmark A/S, Formerly StatOil A/S     100 %     100 %
-     -       -  
                 
Total Sales from Major Customers     100 %     100 %



v3.7.0.1
Land
9 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
4. LAND

The Land owned by the Company's wholly owned subsidiary constitutes the largest asset of the Company. As of March 31, 2017 the difference in the Land's carrying value as recorded on the balance sheet amounting to $(14,625) is solely due to the currency translation difference. The carrying value of the Land of the Company was as follows:

 

    Carrying Value of Land at  
    March 31, 2017     June 30, 2016  
             
US Dollars   $ 580,655     $ 595,280  



v3.7.0.1
Related Party Transactions
9 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
5. RELATED PARTY TRANSACTIONS

Crossfields, Inc., a company that the CEO, Robert Wolfe is an officer and director, has made advances to the Company which are not collateralized, non-interest bearing, and payable upon demand, however, the Company did not expect to make payment within one year. As of March 31, 2017, the amount due to Crossfields was $95,391. Crossfields advanced an additional $17,443 during the nine months ended March 31, 2017 to meet expenses.



v3.7.0.1
Notes Payable
9 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
6. NOTES PAYABLE

The Company issued a promissory note ("Note") for $650,000, payable to the Borkwood Development Ltd, a previous shareholder of the Company ("Seller"), payable and amortized monthly and carrying an interest at 5% per year. The Company has the right to prepay the note at any time with a notice of 14 days. To secure the payment of principal and interest the Sellers will receive a perfect lien and security interest in the Shares in the company ANV until the note with accrued interest is paid in full, and, 2) In the case that the Note has not been repaid within 12 months from the day of closing the Sellers have the right to convert the debt to common stock of Advanced Oxygen Technologies, Inc. in an amount of non diluted shares calculated on the conversion Date, equal to the lesser of : a) Six hundred and Fifty thousand (650,000) or the Purchase Price minus the principal payments made by the buyer, whichever is greater, divided by the previous ten day closing price of AOXY as quoted on the national exchange, or b) Fifteen million shares, whichever is lesser. The Note has been extended until July 1, 2017 and interest waived through the period ending June 30, 2017. The balance on the note as of March 31, 2017 and June 30, 2016 was $127,029.

 

The Company has a note payable with a bank. The original amount of the note was kr 800,000 Danish Krone (kr) ("Note A"). The note is secured by the revenues of the lease with Circle K Denmark A/S, formerly Statoil, with a 7.00% interest rate and 1.25 years left on the term. The balance on the note as of March 31, 2017 was $12,357. The Company made principal payments of $7,256 and interest payments of $992. The value of the note reflect the currency adjustments. The paragraph below summarizes the company's commitments going forward.

 

The Company has a note payable with a bank ("Note B"). The original amount of Note B was kr 1,132,000 Danish Krone (kr). Note B is secured by the subsidiary's real estate, with a 2.00% interest rate and 6.75 years left on the term. The balance on the note as of March 31, 2017 was $111,542. During the period ended March 31, 2017, the Company paid $11,714 in principal payments and $4,029 in interest payments.

 

The Company's debt obligations at March 31, 2017 and June 30, 2016 are:

 

    March 31,     June 30,  
    2017     2016  
             
Bank Loans   $ 123,899     $ 146,467  
Borkwood Development Ltd     127,029       127,029  
Total Debt     250,928       273,496  
                 
Less Current Portion of Debt     (150,302 )     (150,887 )
                 
Long-Term portion of Debt   $ 100,626     $ 122,609  

 

The Company has minimum yearly bank payments of $31,796 for 1.25 years, and $20,892 thereafter for another 5.5 years.

 

The amounts stated in this note reflect the Company's commitments in the currencies that those commitments were made and the amounts are an estimate of what the US dollar amount would be if the currency rates did not change going forward.



v3.7.0.1
Shareholders' Equity
9 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
7. STOCKHOLDERS' EQUITY

Common Stock:

 

Pursuant to a Certificate of Amendment to our Certificate of Incorporation filed with the State of Delaware and effective as of December 8, 2014, the Company (effected a reverse stock split of all the outstanding shares of our common stock at an exchange ratio of one for twenty (1:20) and changed the number our authorized shares of common stock, par value $0.01 per share, from 90,000,000 to 60,000,000 while maintaining the number of authorized shares of preferred stock, par value $0.01 per share, at 10,000,000. As a result, the 45,853,585 shares of common stock outstanding at December 7, 2014 had been reduced to 2,292,945 shares of common stock (taking into account the rounding up of fractional share interests).

 

Preferred Stock:

 

The Company is authorized to issue 10,000,000 shares of $0.01 par value preferred stock. The Company may issue any class of preferred shares in series. The board of directors has the authority to establish and designate series and to fix the number of shares included in each such series.

 

Series 2 Convertible Preferred Stock:

 

Each Series 2 preferred share is convertible into two shares of common stock at the option of the holder. Each Series 2 preferred share also includes one warrant to purchase two common shares for $5.00. The warrants are exercisable over a three-year period. In the event of the liquidation of the Company, holders of Series 2 preferred stock would be entitled to receive $5.00 per share, plus any unpaid dividends declared on the Series 2 preferred stock from the funds remaining after the Company's creditors, including directors, have been paid. There have been no dividends declared. During November 1997, 172,000 shares of Series 2 preferred stock were converted into 344,000 shares of the Company's common stock. As of March 31, 2017, there were 5,000 shares issued, which are convertible into 2 common shares. There are no warrants outstanding that have been issued in connection with the preferred shares.

 

Series 3 Convertible Preferred Stock:

 

Each share automatically converts on March 2, 2000 into either (a) one (1) share of the Company's common stock if the average closing price of the common stock during the ten trading days immediately prior to March 1, 2000 is equal to or greater than sixty-six cents ($0.66) per share, or (b) one and one-half (1 1/2) shares of common stock if the average closing price of the common stock during the ten trading days immediately prior March 1, 2000 is less than sixty-six cents ($0.66) per share.

 

Series 5 Convertible Preferred Stock:

 

The shares are collectively convertible to common stock of the Company on March 5, 2004, in an amount equal to the greater of a.) 290,000 shares divided by the ten day closing price, prior to the date of acquisition of IPS, of the Company's common stock as quoted on the national exchange and not to exceed twenty million shares, or b.) six million shares.



v3.7.0.1
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Mar. 31, 2017
Summary Of Significant Accounting Policies Policies  
Revenue Recognition of rental income

Revenues are recognized during the period in which the rental payment is received. The Company applies the provisions of FASB Accounting Standards Codification (‘ASC’) 605-10. Revenue Recognition in Financial Statements ASC 605-10, provides guidance on recognition, presentation, and disclosure of revenues in financial statements filed with the SEC.

 

The Company’s source of revenue is from a commercial property lease in which quarterly payments are received pursuant to the property lease which is in effect until 2026.

Property Plant and Equipment

Land and buildings are recognized at cost. Land is carried at cost less accumulated impairment losses.

Impairment of Real Estate Investments

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate investments may not be recoverable or realized. When indicators of potential impairment suggest that the carrying value of real estate investments may not be recoverable, the Company assesses the recoverability by estimating whether the Company will recover the carrying value of its real estate investments through its undiscounted future cash flows and the eventual disposition of the investment. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of its real estate investments, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of its real estate investments.

Foreign currency translation

Foreign currency transactions are translated applying the current rate method. Assets and liabilities are translated at current rates. Stockholders’ equity accounts are translated at the appropriate historical rates and revenue and expenses are translated at weighted average rates for the year. Exchange rate differences that arise between the rate at the transaction date and the one in effect at the payment date, or at the balance sheet date, are recognized in the income statement.

Income Taxes

The Company accounts for income taxes under the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required when it is less likely than not that the Company will be able to realize all or a portion of its deferred tax assets. Because it is doubtful that the net operating losses of recent years will ever be used, a valuation allowance has been recognized equal to the tax benefit of net operating losses generated.

Net Earnings per Share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of March 31, 2017 and June 30, 2016 there were 10,000 and 10,000, respectively potential dilutive shares and because of the net loss, the effect of these potential common shares is anti-dilutive.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at March 31, 2017 did not exceed federally insured limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on such amounts.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to major credit risk consist principally of a single subsidiary of Anton Nielsen Vojens ApS.

Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.

Recently Issued Accounting Standards

In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance.

 

In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02) “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not anticipate that the adoption of ASU 2015-02 will have any impact on our consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements.



v3.7.0.1
Major Customer (Tables)
9 Months Ended
Mar. 31, 2017
Major Customer Tables  
Schedules of major customer concentrations
      Percent of Sales
for the Period ending March 31,
 
Customer     2017     2016  
Circle K Denmark A/S, Formerly StatOil A/S       100 %     100 %
-       -       -  
                   
Total Sales from Major Customers       100 %     100 %


v3.7.0.1
Land (Tables)
9 Months Ended
Mar. 31, 2017
Land Tables  
Schedule of value of land
    Carrying Value of Land at  
    March 31, 2017     June 30, 2016  
                 
US Dollars   $ 580,655     $ 595,280  


v3.7.0.1
Notes Payable (Tables)
9 Months Ended
Mar. 31, 2017
Notes Payable Tables  
Summary of debt obligations
    March 31,     June 30,  
     2017       2016   
Bank Loans   $ 123,899     $ 146,467  
Borkwood Development Ltd     127,029       127,029  
Total Debt     250,928       273,496  
                 
Less Current Portion of Debt     (150,302)       (150,887)  
                 
Long-Term portion of Debt   $ 100,626     $ 122,609  
                 


v3.7.0.1
Summary of Significant Accounting Policies (Details Narrative) - shares
Mar. 31, 2017
Jun. 30, 2016
Summary Of Significant Accounting Policies Details Narrative    
Potential dilutive shares 10,000 10,000


v3.7.0.1
Major Customer (Details)
9 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Total sales from major customers 100.00% 100.00%
Circle K Denmark A/S, Formerly StatOil A/S [Member] | Sales Revenue, Net [Member]    
Total sales from major customers 100.00% 100.00%


v3.7.0.1
Land (Details) - USD ($)
Mar. 31, 2017
Jun. 30, 2016
Land Details    
US Dollars $ 580,655 $ 595,280


v3.7.0.1
Land (Details Narrative)
9 Months Ended
Mar. 31, 2017
USD ($)
Land Details Narrative  
Increase in carrying value of land $ (14,625)


v3.7.0.1
Related Party Transactions (Details Narrative) - USD ($)
9 Months Ended
Mar. 31, 2017
Jun. 30, 2016
Related Party Transactions Details Narrative    
Advances From a Related Party $ 95,391 $ 78,262
Expenses paid by related party $ 17,443  


v3.7.0.1
Notes Payable (Details) - USD ($)
Mar. 31, 2017
Jun. 30, 2016
Notes Payable Details    
Bank Loans $ 123,899 $ 146,467
Borkwood Development Ltd 127,029 127,029
Total Debt 250,928 273,496
Less Current Portion of Debt (150,302) (150,887)
Long-Term portion of Debt $ 100,626 $ 122,609


v3.7.0.1
Notes Payable (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Mar. 31, 2017
Mar. 31, 2017
Jun. 30, 2016
Minimum period   1 year 3 months  
Thereafter   5 years 6 months  
Borkwood Development Ltd [Member]      
Notes payable $ 650,000 $ 650,000  
Interest on note payable 5.00% 5.00%  
Balance of notes payable $ 127,029 $ 127,029 $ 127,029
Notes payable description The Company has the right to prepay the note at any time with a notice of 14 days. To secure the payment of principal and interest the Sellers will receive a perfect lien and security interest in the Shares in the company ANV until the note with accrued interest is paid in full, and, 2) In the case that the Note has not been repaid within 12 months from the day of closing the Sellers have the right to convert the debt to common stock of Advanced Oxygen Technologies, Inc. in an amount of non diluted shares calculated on the conversion Date, equal to the lesser of : a) Six hundred and Fifty thousand (650,000) or the Purchase Price minus the principal payments made by the buyer, whichever is greater, divided by the previous ten day closing price of AOXY as quoted on the national exchange, or b) Fifteen million shares, whichever is lesser.    
Note A [Member]      
Interest on note payable 7.00% 7.00%  
Principal payments $ 7,256 $ 7,256  
Interest payments 992 992  
Balance of notes payable 12,357 12,357  
Note A [Member] | Danish Krone (KR)      
Notes payable $ 800,000 $ 800,000  
Note B [Member]      
Interest on note payable 2.00% 2.00%  
Principal payments $ 11,714 $ 11,714  
Interest payments 4,029 4,029  
Balance of notes payable 111,542 111,542  
Note B [Member] | Danish Krone (KR)      
Notes payable 1,132,000 1,132,000  
Minimum [Member]      
Yearly bank payments 31,796 31,796  
Thereafter [Member]      
Yearly bank payments $ 20,892 $ 20,892  


v3.7.0.1
Shareholders' Equity (Details Narrative) - $ / shares
1 Months Ended 9 Months Ended
Nov. 30, 1997
Mar. 31, 2017
Jun. 30, 2016
Dec. 08, 2014
Dec. 07, 2014
Common Stock, par value   $ 0.01 $ 0.01    
Common Stock, shares authorized   60,000,000 60,000,000    
Common Stock, shares outstanding   2,292,945 2,292,945    
Series 2 Convertible Preferred Stock [Member]          
Preferred Stock, shares issued   5,000 5,000    
Convertible common stock   2      
Preferred Stock, par value   $ 0.01 $ 0.01    
Preferred Stock, shares authorized   10,000,000 10,000,000    
Purchase price of warrant   $ 5.00      
Discription of warrants exercisable   3 years      
Preferred Stock, shares 172,000        
Preferred Stock converted into common stock, shares 344,000        
Common Stock          
Common Stock exchange ratio   one for twenty (1:20)      
Common Stock, par value   $ 0.01      
Common Stock, shares authorized   10,000,000   60,000,000 90,000,000
Common Stock, shares outstanding         45,853,585
Reduction of common stock, shares         2,292,945
Preferred Stock [Member]          
Preferred Stock, par value   $ 0.01      
Preferred Stock, shares authorized   10,000,000      
Convertible Preferred Stock, Series 3          
Conversion description   Each share automatically converts on March 2, 2000 into either (a) one (1) share of the Company's common stock if the average closing price of the common stock during the ten trading days immediately prior to March 1, 2000 is equal to or greater than sixty-six cents ($0.66) per share, or (b) one and one-half (1 1/2) shares of common stock if the average closing price of the common stock during the ten trading days immediately prior March 1, 2000 is less than sixty-six cents ($0.66) per share.      
Series 5 Convertible Preferred Stock [Member]          
Conversion description   The shares are collectively convertible to common stock of the Company on March 5, 2004, in an amount equal to the greater of a.) 290,000 shares divided by the ten day closing price, prior to the date of acquisition of IPS, of the Company's common stock as quoted on the national exchange and not to exceed twenty million shares, or b.) six million shares.      


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