10QSB 1 mar3104.htm QUARTERLY REPORT FOR 3-31-2004 IN HTM FORMAT March 31, 2003 10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 10-QSB

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

For the quarterly period ended March 31, 2004

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

for the Transition period March 31, 2004

Commission file number 0-9951

ADVANCED OXYGEN TECHNOLOGIES, INC.

-------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)

Delaware                                              91-1143622
-----------------------                              ----------------------
(State of Incorporation)               (IRS Employer Identification No.)

C/O Crossfield, Inc., 133 W 13th Street, New York, NY 10011
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(Address of principal executive offices)


C/O Crossfield, Inc. (212)-727-7085
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(Issuer's telephone number)

Check whether the issuer (1) has filed all reports required to be filled by Section 13 or 15(d)
of the Exchange Act during the past 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 (X) No

The number of shares of common stock outstanding as of March 31, 2004 was 46,973,585.

Transitional Small Business Disclosure Format (check one): Yes( ) No( X )

 

ADVANCED OXYGEN TECHNOLOGIES, INC.

 

 

 

INDEX

PART I: Financial Information

2

Item I: Financial Statements

2

Balance Sheet

2

Income Statement

3

Statement of Cash Flow

4

Statement of Changes

5

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

6

PART II

8

Item 1: Legal Proceedings

8

  1. Item 6. Exhibits and Reports on Form 8-K

8

Signature

8

EXHIBIT 99.1 (A), 99.1(B) Certifications of Officers 8
EXHIBIT 99.1 (C), 99.1(D) Certifications of Officers 9

 

 

PART 1: FINANCIAL INFORMATION

Item I: Consolidated Financial Statements for the three months ending March 31, 2004. (unaudited)

Consolidated Balance Sheet for March 31, 2004 and June 30, 2003

March 31, 2004

June 30, 2003

 

Unaudited

Audited

Cash Subsidiary IP Service

6,397

128

Accounts Receivable IP Service (Net of Doubtful A-R)

11,892

3,329

Prepaid Leasing Fee

762

762

Value Added Tax Receivable

 3,919

3,919

Total Current Assets

22,969

8,138

 

 

 

PROPERTY AND EQUIPMENT-AT COST,

 

 

net of accumulated depreciation and amortization

14,206

14,206

 

 

 

OTHER ASSETS

0

 

Nonamortizable software

280,000

280,000

Total Assets

317,175

302,344

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

 

 

Accounts Payable

248,282

247,344

Bank loan -due within on year

544

544

Payroll and sales tax payable

42,599

59,504

Due to officer of subsidiary company

14,044

14,044

Corporation taxes payable

3,960

7,536

Accrued salaries and expenses

44,000

6,375

Total Current Liabilities

353,429

335,347

 

 

 

Total Liabilities

353,429

335,347

 

 

 

Capital

 

 

Convertible Preferred Stock Series 3

16,700

16,700

Convertible Preferred Stock Series 2

50

50

Common Stock

469,736

469,736

Paid in Capital

20,628,396

20,628,396

Accumulated Deficit

(21,143,852)

(21,140,601)

Treasury Stock

(7,284)

(7,284)

     

Total Capital

(36,254)

(33,003)

Total Liabilities and Capital

317,175

302,344

 

Consolidated Statement of Operations and Changes in Accumulated Deficit

3 Month Period Unaudited

9 Month Period Unaudited

3 Month Period Unaudited

9 Month Period Unaudited

 

Ending

Ending

Ending

Ending

 

Mar. 31, 2004

Mar. 31, 2004

Mar. 31, 2003

Mar. 31, 2003

Revenues

 

 

Software Sales IP Service

22,160

56,514

8,614

8,614

Total Revenues

22,160

56,514

 8,614

8,614

 

 

 

Cost of Sales

   

Cost of Sales IP Service

2,560

9,565

1,429

1,429

Selling Expenses IP Service

480

1,185

107

107

 Total Cost of Sales

3,040

10,751

1,536

1,536

     

Gross Profit

19,120

45,763

7,078

7,078

 

 

 

Expenses

 

 

Accounting Expense

625

625

Airline Expense

-

-

1,036

2,061

Auto Expenses

-

-

-

923

Car Rental

-

-

218

373

Depreciation Expense, IP Service

-

-

659

659-

Employee Benefits

-

-

-

64

Hotels

-

-

80

264

Interest Expense IP Service

152

399

93

93

General & Administrative Expenses for IP Service

15,680

45,890

951

951

Laundry & Cleaning expense

32

66

Meals and entertainment

-

-

811

1,970

Postage

-

-

191

1,081

Printing/reproduction

475

475

Share/Transfer Agent Expense

2,100

2,100

2,120

2,150

Supplies Expense

-

-

1,378

4,647

Telephone

-

-

995

3,304

Travel

-

-

2,014

5,360

Other Expenses

-

-

216

350

Total Expenses

18,557

49,014

11,268

24,791

Net Income (Loss)

563

(3,251)

(4,190)

(17,713)

 

 

 

Accumulated Deficit

   

Beginning of Period

(21,146,289)

(21,140,601)

(21,231,237)

(21,217,715)

End of Period

(21,143,852)

(21,143,852)

(21,227,884)

(21,227,884)

 

Consolidated Statement of Cash Flow 

3 Month Period Unaudited

9 Month Period Unaudited

3 Month Period Unaudited

9 Month Period Unaudited

 

Ending

Ending

Ending

Ending

 

Mar. 31, 2004

Mar. 31, 2004

Mar. 31, 2003

Mar. 31, 2003

Cash flow from operating activities

 

 

Net Income (Loss)

563

(3,251)

(4,190)

(20,713)

 

 

 

Adjustments to reconcile net loss to cash provided by operations

 

 

Accum Depreciation IP Service

659

659

Database Management Receivable

6,529

Accounts Receivable

(1,680)

(8,563)

2,652

2,652

Accounts Payable and Accrued Expenses

2,725

18,082

39

4,486

Total Adjustments

1,045

9,519

3,350

(1,175)

Net Cash provided (used) by operations

1,608

6,269

840

 (21,888)

 

 

 

Cash Flows from financing activities:

 

 

Used for:

 

 

Note Payable, Crossfield

-

 6,529
 6,529

Proceeds From:

 

 

Note Payable, Crossfield

 7,445
28,493

Net Cash Flows used in Financing Activities:

-

916

21,964

Net Increase (decrease) in Cash

1,608

6,269

76

76

     

Supplemental Cash Flow Information:

Non Monetary Transactions

-

-

Used for:

Furniture & Fixtures

(13,177)

(13,177)

Non-amortizable software

(280,000)

(280,000)

Deferred tax Assetss

(8,201)

(8,201)

Proceeds from:

Decrease in Accts Receivable

1,056

1,056

Increase in Accounts Payable

22,224

22,224

Common Stock

140,000

140,000

Paid in Capital

138,098

138,098

Summary

   

Cash Balance at beginning of Period

4,789

128

0

0

Cash Balance at End of Period

6,397

6,397

76

76

     

Net Increase (Decrease) in Cash

1,608

6,269

76

76

     

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations.

For the three month and nine month period ending March 31, 2004, the Company had profits/(losses) of $563 and $(3,251) respectively. Theses losses were primarily the result of expenses associated with the operations of the Company and the lack of revenues of the Company.

Pursuant to a stock acquisition on March 05, 2003 Advanced Oxygen Technologies, Inc. (AOXY or the Buyer) purchased 100% of the issued and outstanding stock of IP Services, ApS (IP or the Company) from all of its owners (the Shareholders) for value of five hundred thousand dollars (Purchase Price). AOXY issued fourteen million shares of common stock and one share of preferred convertible stock to the Shareholders for payment and consideration of the Purchase Price. Concurrently, pursuant to an Employment Agreement on March 05, 2003 AOXY entered into an agreement with Kurd Søndergaard (Employee). The Employee will be employed by AOXY for four years and will perform duties of president of IP, and AOXY and the Shareholders entered into a covenant of non competition agreement whereby the Shareholders agreed not to compete with IP for a period of five years.

At a special meeting of the Board of Directors, AOXY removed Joseph N. Noll as a director due to his inability to perform his duties as a director. AOXY appointed Kurt Søndergaard and Lawrence Donofrio to the board of directors to replace Joseph N. Noll . Kurt Søndergaard founder and major shareholder of the company, Mr. Søndergaard was educated in the Danish Navy as an electronic engineer. He has worked for 10 years in the electronic security industry, specifically in the IT sector. During this period, Kurt has developed as a business entrepreneur, building and selling an IT business. Lawrence Donofrio graduated from Hamilton College with a BA in English studies. He then worked at Citibank for three years as a financial analyst, and five years as a private financial consultant. He then took a position with Bankers Trust for two years and since 1982 has been a private consultant in the financial industry.

The Company maintains a database ("Database") of business contacts that have participated in conference events. The Database was obtained through acquisition and the Company's activities of marketing events and producing CD-ROMS for clients. The Company maintains and updates contact fields on a quarterly basis.

AOXY has a database management contract with Dun and Bradstreet, ("DB") and Walter Karl, Inc., a division of InfoUSA, Inc. ("WK") whereby, Walter Karl, Inc. will broker the Company's Database. Walter Karl's function is to market and rent the data contained in the Database. This is available in one of two formats: on a one time basis, or a 'database' basis whereby the customer will commit to a minimum number of contact names. The majority of the customers using the Database through WK are direct business to business marketers. WK receives a fee for each sale. During the year ending June 30, 2002 Walter Karl was the Company s only source of revenue. During this period, Walter Karl is the Company s only customer.

AOXY has an agreement with Dun and Bradstreet whereby DB will update, correct, append, and offer deletions to the Database. DB will evaluate the Database each time, and has the option to purchase contacts on a case by case as they see fit, in which case AOXY would receive a fee. Correspondingly, should AOXY, rent, sell or otherwise profit from registered DB information, AOXY would pay a fee to DB. To date, AOXY has not sold any registered DB information.

The Company had a location in Santa Clarita, CA for operations. The Company had abandoned this facility and equipment and maintains no staff other than the sole officer of the Company. Currently, the sole officer of the Company allows the Company to maintain its books, records and operations at its office.

The Company continues it efforts to raise capital to support operations and growth, and is actively searching acquisition or merger with another company that would compliment AOXY or increase its earnings potential. During this period, the Company has had discussions with candidates, and has had no success in securing negotiations or a transaction. Further, the Company's financial position makes it difficult for the Company to continue operations. The foregoing raise substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on the attainment of profitable operations and meeting its obligations on a timely basis, which during this period, the Company has not been able to do.

Acquisition Efforts:

The Company continues it efforts to raise capital to support operations and growth, and is actively searching acquisition or merger with another company that would compliment AOXY or increase its earnings potential. During this period, the Company has been in discussion with five Companies looking to be acquired. AOXY 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.

Historical Operations:

On March 9, 1998, pursuant to an Agreement for Purchase and Sale of Specified Business Assets ("Purchase Agreement"), a Promissory Note ("Note"),and a Security Agreement ("Security Agreement") all dated March 9, 1998, Advanced Oxygen Technologies, Inc. (the "Company") purchased certain tangible and intangible assets (the "Assets") including goodwill and rights under certain contracts, from Integrated Marketing Agency, Inc., a California Corporation ("IMA").

Pursuant to an employment agreement dated March 09, 1998 between the Company and John Teuber ("Employment Agreement"), on September 04, 1998 the Company terminated John Teuber for cause without relinquishing any of its rights or remedies.

Pursuant to the Note, the Purchase Agreement, and the Security Agreement between the Company and ("IMA"), the Company on September 04, 1998 exercised its right of "Set Off" of the Note, as defined therein due to IMA's breach of numerous representations, warranties and covenants contained in the Note and certain ancillary documents. The Company further reserved any and all rights and remedies available to it under the Note, Purchase Agreement and Security Agreement.

The Company entered into a two year employment agreement ("NAG Agreement" as contained in Exhibit I of the registrants SEC Form 10-K for the period ending June 30, 1998) with Nancy Gaylord on March 13, 1998. On September 18, 1998, Nancy Gaylord terminated her employment with the Company. The NAG Agreement had no provision for this termination. The Company entered into a lease agreement as contained in Exhibit I of the registrants SEC Form 10-QSB for the period ending September 30, 1998 with America-United Enterprises Inc. on October 01, 1998 and took possession of 4,700 sf. of premises on November 06,1998 in Santa Clarita for its CA location. Currently, this is the only California location of the Company.

On December 9, 1998 the company delivered to IMA, "Notification to Indemnifying Party and Demand for Indemnification for $2,251,266." Pursuant to the Note, the Purchase Agreement, the Security Agreement, and the Employment Agreement (collectively the "Agreements"), the Company demanded that IMA pay $2,251,266 or defend the Company against the Liabilities (as defined therein) due to, among other things, IMA's breach, representations, warranties, and violation of the Agreements.

On January 29, 1999, pursuant to the Purchase Agreement of 1/28/99, Advanced Oxygen Technologies, Inc. ("AOXY") purchased 1,670,000 shares of convertible preferred stock of Advanced Oxygen Technologies, Inc. ("STOCK") and a $550,000 promissory note issued by Advanced Oxygen Technologies, Inc. ("Note") from Integrated Marketing Agency, Inc. ("IMA"). The terms of the Purchase Agreement were: AOXY paid $15,000 to IMA, assumed a Citicorp Computer Equipment Lease, #010-0031648-001 from IMA, delivered to IMA certain tangible business property (as listed in Exhibit A of the Purchase Agreement), executed a one year $5,000 promissory note with IMA, and delivered to IMA a Request For Dismissal of case #PS003684 (restraining order) filed in Los Angeles county superior court. IMA sold, transferred, and delivered to AOXY the Stock and the Note. IMA sold, transferred, assigned and delivered the Note and the Stock to AOXY, executed documents with Citicorp Leasing, Inc. to effectuate an express assumption by AOXY of the obligation under lease #010-0031648-001 in the amount of $44,811.26, executed a UCC2 filing releasing UCC-1 filing #9807560696 filed by IMA on March 13, 1998, and delivered such documents as required. In addition, both IMA and AOXY provided mutual liability releases for the other.

On April 18, 2000, notice was given that the Board of Directors and persons owning 64.7%, or 19,180,500 shares of common stock of Advanced Oxygen Technologies, Inc. have elected to adopt the following proposals: 1. To amend and restate the Company's Restated Articles of Incorporation to increase the Company's authorized Common Shares from 30,000,000 to 90,000,000 shares, 2. The Board of Directors has approved an amendment to the Company s Certificate of Incorporation to change the name of the Company to AOXY, Inc. The Company s current name was adopted in 1985 when the Company was focused on applications of its technology which it has since disposed of or otherwise abandoned. The Board of Directors believes it would be more appropriate for the Company to utilize a corporate name which more accurately describes the current focus of the Company or is not misleading as to the Company s operations. The above amendments to the Certificate of Incorporation will be filed with the Secretary of State of the State of Delaware, and the Name Change will become effective as of 5:00 p.m. Eastern Time, on the date of such filing.

On December 31, 2000, AOXY entered into an agreement with Eastern Star, ltd, and Baldwin Construction Co (the "Purchasers") whereby  the Purchasers will buy three million shares of capital stock of AOXY for one hundred and twenty five thousand dollars pursuant to a purchase agreement ("Purchase Agreement"). The Company has concluded the issuance and delivery of the shares pursuant to the Purchase Agreement. In addition, the Company received a request from Ann Sejeroe for a conversion of her 1 Preferred Share number P 0002 issued April 16, 1998, and in accordance with the restrictions, terms and conditions, as evidenced on the reverse side of the share certificate, the Company issued 333,333 shares bearing a restrictive legend.

On February 14, 2002 the Company gave notice of the change of the Company's location, and location of books and records from Advanced Oxygen Technologies, Inc. 26883 Ruether Avenue, Santa Clarita, CA, 91351 ("CA Location") to Advanced Oxygen Technologies, Inc. c/o Crossfield, Inc. 133 W 13th Street, Suite #5, New York, NY 10011, Telephone (212)-727-7085, Fax (208)-439-5488. This location is co-located with a related business of the president, Robert E. Wolfe.

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 Statement's 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.

PART II

Item 1: Legal Proceedings

There were no legal proceedings brought against the Company during this period.

Item 6. Exhibits and Reports on Form 8-K

There were no reports filed on Form 8-K during this period.

EXHIBIT 99.1 (A)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 99.1 (B)
CERTIFICATION OF TREASURER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 99.1 (C)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 99.1 (D)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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 10, 2004

 

/s/ Robert E. Wolfe /s/
------------------------------------------
Robert E. Wolfe, Chairman of the Board and
Chief Executive Officer and Principal
Financial Officer