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: September 30, 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)

C/O Crossfield, Inc., 100 Maiden Lane, Suite 2003, New York, NY 10038

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

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

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No þ 

Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or Section 15(d) of the Act. Yes o  No þ

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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K(§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o  No þ

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

o

Smaller Reporting Company

þ

Emerging Growth Company     ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨


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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date: As of October 30, 2017, there were 2,292,945 issued and outstanding shares of the registrant's Common Stock, $.01 par value.

Documents incorporated by reference: None.

ADVANCED OXYGEN TECHNOLOGIES, INC.

 Table of Contents

INDEX
PART I
Item I: Financial Statements (unaudited)
Page
Consolidated Balance Sheet as of September 30, 2017 (unaudited) and June 30, 2017
1
Unaudited Consolidated Statement of Operations and Other Comprehensive Income (Loss) for the three months ended September 30, 2017 and September 30, 2016
3
Unaudited Consolidated Statement of Cash Flow for the three months ended September 30, 2017 and September 30, 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 three months ending September 30, 2017 (unaudited).


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

  

 

 

 

 

As of September 30,

2017  (unaudited)

 

 

As of June 30,

2017 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$46,107

 

 

$50,331

 

Property Tax Receivable

 

 

1,263

 

 

 

 1,221

 

Total Current Assets

 

 

47,370

 

 

 

 51,552

 

 

 

 

 

 

 

 

FIXED ASSETS

 

 

 

 

 

 

 

 

Land and buildings

 

 

640,868

 

 

 

 619,592

 

TOTAL ASSETS

 

$688,238

 

 

 $ 671,144

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts Payable

 

$1,250

 

 

 $ 1,405

 

Taxes Payable

 

 

30,733

 

 

 

 30,389

 

Note Payable, Current Portion

 

 

151,830

 

 

 

 153,638

 

Advances From a Related Party

 

 

102,278

 

 

 

 96,725

 

Total current liabilities

 

 

286,091

 

 

 

 282,157

 

 

 

 

 

 

 

 

 

 

Notes Payable

 

 

97,776

 

 

 

 98,760

 

 

 

 

 

 

 

 

 

 

Total Long Term Liabilities

 

 

97,776

 

 

 

 98,760

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

383,867

 

 

 

 380,917

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY-

 

 

 

 

 

 

 

 

Convertible preferred stock, Series 2, par value $0.01; authorized 10,000,000 shares; issued and outstanding 5,000 At September 30, 2017 and June 30, 2017

 

 

50

 

 

 

 50

 

 

 

 

 

 

 

 

 

 

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

 

 

-

 

 

 

 -

 

 

 

 

 

 

 

 

 

 

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

 

 

-

 

 

 

 -

 

 

 

 

 

 

 

 

 

 

Common stock, par value $0.01; At September 30, 2017 and June 30, 2017, authorized 60,000,000 shares; issued and outstanding 2,292,945 shares.

 

 

22,929

 

 

 

 22,929

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

20,953,991

 

 

 

 20,953,991

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income

 

 

70,331

 

 

 

 53,065

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

(20,742,930)

 

 

 (20,739,808 )

 

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS EQUITY

 

 

304,371

 

 

 

 290,227

 

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

 

 $688,238

 

 

 $ 671,144

 

 

 

See accompanying notes to condensed Consolidated Financial Statements.

 

ADVANCED OXYGEN TECHNOLOGIES, INC.
AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

 

 

 

For the three months ended September 30,

 

 

 

2017

 

 

2016

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Rentals

 

 $ 9,704

 

 

 $ 9,149

 

 

 

 

 

 

 

 

 

Total Revenues

 

 $ 9,704

 

 

 $ 9,149

 

 

 

 

 

 

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

 

 

General & Administrative

 

 

 1,234

 

 

 

 2,062

 

Professional expenses

 

 

 7,500

 

 

 

 4,000

 

Transfer Agent Expense

 

 

 750

 

 

 

 -

 

Total Operating Expenses

 

 

 9,484

 

 

 

 6,062

 

 

 

 

 

 

 

 

 

 

Income (Loss) from operations before other income (expenses)

 

 

 220

 

 

 3,087

 

Other income (expenses)

 

 

 

 

 

 

 

 

Interest Expense

 

 

 (1,690

)

 

 

 (1,010

)

 Income before Income Taxes

 

 

 (1,470

)

 

 

 2,077

 

 

 

 

 

 

 

 

 

 

Income Taxes Benefit (Expense)

 

 

 (1,652 )

 

 

 (164

)

 

 

 

 

 

 

 

 

 

NET INCOME(LOSS)

 

 $ (3,122

)

 

 $ 1,913

 

 

 

 

 

 

 

 

 

 

Basic average weighted number of common shares outstanding

 

 

 2,292,945

 

 

 

 2,292,945

 

Diluted average weighted number of common shares

 2,292,945 2,302,945

Basic Net Income per Share

 

 $ (0.0014

)

 

 $ 0.0008

 

Dilutive Net Income per Share

 

 $ (0.0014

)

 

 $ 0.0008

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

Other Income (Loss)

 

 

 

 

 

 

 

 

Translation Adjustments

 

 $ 17,266

 

 

 17,219

Total Comprehensive Income

 

 $ 14,144

 

 

 $ 19,132

 

See accompanying notes to condensed Consolidated Financial Statements.

ADVANCED OXYGEN TECHNOLOGIES, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the Three Months Ended September 30,

 

 

 

2017

 

 

2016

 

Cash flows from operating activities

 

  

 

 

  

 

Net income

 

 $ (3,122

)

 

 $ 1,913

 

Adjustments to reconcile net income to net cash

 

 

 

 

 

 

 

 

 Expenses paid for on behalf of the Company

 

 

9,155 

 

 

 

-

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

 (155 )

 

 

 2,024

Taxes payable

 

 

 (695 )

 

 

 (514 )

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

 

 5,183

 

 

 3,423

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

 

 

 

Proceeds from:

 

 

 

 

 

 

 

 

Borrowing from officer-director

 

 

 

 

 

 2,000

 

 

 

 

 

 

 

Proceeds used for:

 

 

 

 

 

 

 

 

Long Term Debt

 

 

 (11,100 )

 

 

 (7,377 )

Net cash provided by financing activities

 

 

 (11,100 )

 

 

 (5,377 )
 

Change due to FX Translation

 1,693 1,126

 

 

 

 

 

 Net Decrease in Cash

(4,224 ) (828 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at beginning of the period

 

 $ 50,331

 

 

 $ 46,170

 

Cash at end of period

 

 $ 46,107

 

 

 $ 45,342

 

 

Non Cash Investing and Financing Activities

 

 

 

 

 

 

 

 

Cash paid for Interest

 

 

 1,690

 

 

 

 1,010

 

See accompanying notes to condensed Consolidated Financial Statements.

 

Return to Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, SEPTEMBER 30, 217

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 three months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ending June 30, 2018. 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, 2017 and 2016 included in Form 10-K filed with the SEC.

Lines of Business:

The Company, through its wholly owned subsidiary Anton Nielsen Vojens ApS 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, which 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.

Return to Table of Contents

Property Plant and Equipment:

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

 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 September 30, 2017 and September 30, 2016 there were 10,000 and 10,000 potential dilutive shares that need to be considered as common share equivalents and because of the net loss, the effect of these potential common shares is anti-dilutive for September 30, 2017.


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 September 30, 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.

Return to Table of Contents

Recently Issued Accounting Standards:

In September 2017, FASB issued ASU No. 2017-01 – Business Combinations (Topic 805): Clarifying the Definition of a Business. The issuance is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, and consolidation. It is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. We do not expect that the adoption of ASU 2017-02 will have any impact on our consolidated financial statements.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 completes the joint effort by the FASB and International Accounting Standards Board (IASB) to improve financial reporting by creating common revenue recognition guidance for GAAP and International Financial Reporting Standards (IFRS). Subsequently, the FASB has issued several additional ASUs to clarify the implementation. The new revenue standard applies to all companies that enter into contracts with customers to transfer goods or services and is effective for public entities for interim and annual reporting periods beginning after December 15, 2017. We will adopt the new revenue standard effective January 1, 2018. Entities have the choice to apply the new revenue standard either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying the new revenue standard at the date of initial application and not adjusting comparative information. We expect to adopt the new revenue standard using the cumulative effect transition method.

In May 2017, the FASB issued ASU 2017-09, "Stock Compensation (Topic 718): Scope of Modification Accounting." ASU 2017-09 provides clarity and reduces complexity in applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. The new standard will be effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company is in the process of evaluating the impact of this new guidance.

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 September 30, 2017, and September 30, 2016 the major customer concentrations were as follows:

 

 

 

Percent of Sales
for the Period ending September 30,

 

Customer

 

 

2017

 

 

2016

 

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

 

 

 

 100 %

 

 

 100 %

-

 

 

 

 -

 

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

Total Sales from Major Customers

 

 

 

 100 %

 

 

 100 %

NOTE 4 - LAND AND BUILDINGS :

The Land owned by the Company's wholly owned subsidiary constitutes the largest asset of the Company. During the 3 month period ending September 30, 2017 the Company recorded an increase in the carrying value of the Land of $21,276 due to the currency translation difference. The carrying value of the Land of the Company was as follows:

 

 

 

Carrying Value of Land at

 

 

 

September 30, 2017

 

 

June 30, 2017

 

 

 

 

 

 

 

 

 

 

US Dollars

 

 $ 640,868

 

 

 $ 619,592

 

Return to Table of Contents

 

NOTE 5 - RELATED PARTY TRANSACTIONS:

Advances payable to Crossfields, Inc., a company that the CEO, Robert Wolfe is an officer and director, which are not collateralized, non-interest bearing, and payable upon demand, however, the Company did not expect to make payment within one year. During the three month period ended September 30, 2017 had a balance of $102,278 and the CEO paid $9,155 of Company expenses and was repaid $4,057 for a net advance to the Company of $5,553. During the three month period ended September 30, 2016 the Company and $80,563 and was advanced $2,000 to meet expenses.

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, 2018 and interest waived through the period ending July 1, 2018. The balance on the note as of September 30, 2017 and June 30, 2017 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 0.75 years left on the term. The balance on the note as of September 30, 2017 was $8,196. The Company made principal payments of $2,721 and interest payments of $286. The value of the note reflect the currency adjustments. The table 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 6.25 years left on the term. The balance on the note as of September 30, 2017 was $123,131. During the period ended September 30, 2017, the Company paid $4,374 in principal payments and $1,404 in interest. The table below summarizes the company's commitments going forward.

The Company's commitments and contingencies are $151,830 for 2018 and $22,161 for the years 2019 through 2025 with a total of $249,606. The amounts stated 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.

The Company has minimum yearly bank payments of $24,802 for 0.75 years, and $16,606 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).

Return to Table of Contents

 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 September 30, 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.

NOTE 8 - SUBSEQUENT EVENTS:

 

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. There are no material subsequent events to report.

 

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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.

RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDING SEPTEMBER 30, 2017 COMPARED TO 2016:

Revenues: Revenues from operations for the three month period ending September 30, 2017 and September 30, 2016 were $9,704 and $9,149 respectively. They were attributable to operations of the Company's wholly owned subsidiary Anton Nielsen Vojens. The fluctuation was due to currency fluctuations.

Selling, general and administrative expenses: G&A expenses for the three month period ending September 30, 2017 and September 30, 2016 were $1,234 and $2,062 respectively. The expenses are attributable to ANV's operations.

Interest expense: Interest expense for the three month period ending September 30, 2017 and September 30, 2016 was $1,690 and $1,010 respectively. Interest expenses for 2016 are lower 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 $(3,122) or $(0.0014) per share for the three month period ending September 30, 2017 as compared to $1,913 or $0.0008 per share for September 30, 2016 and mainly attributable to the Company's auditors and currency fluctuations.

Liquidity and capital resources:  At September 30, 2017 and June 30, 2017, the Company had cash and cash equivalents of $46,107 and $50,331 respectively. At September 30, 2017 and June 30, 2017, the Company had a working capital deficit of $238,721 and $230,605 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 three month period ending September 30, 2017 and September 30, 2016 was $5,183 and $3,423, respectively. The net cash used by operating activities was primarily due to the operations of ANV, the payment of ANV taxes and expenses paid for on behalf of a related party.

Net cash provided from (used for) financing activities for three months period ending September 30, 2017 and September 30, 2016 was $(11,100) and $(5,377) 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.

Return to Table of Contents

 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 AOXY or increase its earnings potential. During this period, the Company has been in discussion with 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.

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 September 30, 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 three month period ended September 30, 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

During the period ending September 30, 2017, there were pending or threatened legal actions as follows: None

Return to Table of Contents

 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 3 month period ending September 30, 2017, the Company filed no reports on Form 8-K.

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: October 30, 2017

 

/s/ Robert E. Wolfe /s/
------------------------------------------
Robert E. Wolfe, Chairman of the Board and
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 September 30, 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: October 30, 2017

CERTIFICATIONS


I, Robert Wolfe, certify that:


1. I have reviewed this Quarterly Report on Form 10-Q for the 3 month period ended September 30, 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: October 30, 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 September 30, 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: October 30, 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 September 30, 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: October 30, 2017



v3.8.0.1
Document and Entity Information - shares
 3 Months Ended
Sep. 30, 2017
Oct. 30, 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 Sep. 30, 2017  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2018  
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


v3.8.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Sep. 30, 2017
Jun. 30, 2017
CURRENT ASSETS    
Cash $ 46,107 $ 50,331
Property Tax Receivable 1,263 1,221
Total Current Assets 47,370 51,552
FIXED ASSETS    
Land and buildings 640,868 619,592
TOTAL ASSETS 688,238 671,144
CURRENT LIABILITIES    
Accounts Payable 1,250 1,405
Taxes payable 30,733 30,389
Note Payable, Current Portion 151,830 153,638
Advances From a Related Party 102,278 96,725
Total current liabilities 286,091 282,157
Notes Payable 97,776 98,760
Total Long Term Liabilities 97,776 98,760
Total Liabilities 383,867 380,917
STOCKHOLDERS' EQUITY-    
Common stock, par value $0.01; At September 30, 2017 and June 30, 2017, authorized 60,000,000 shares; issued and outstanding 2,292,945 shares. 22,929 22,929
Additional paid-in capital 20,953,991 20,953,991
Other Comprehensive Income 70,331 53,065
Accumulated deficit (20,742,930) (20,739,808)
TOTAL STOCKHOLDERS EQUITY 304,371 290,227
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY 688,238 671,144
Convertible Preferred Stock, Series 2    
STOCKHOLDERS' EQUITY-    
Convertible preferred stock 50 50
Convertible Preferred Stock, Series 3    
STOCKHOLDERS' EQUITY-    
Convertible preferred stock
Convertible Preferred Stock, Series 5    
STOCKHOLDERS' EQUITY-    
Convertible preferred stock


v3.8.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 30, 2017
Jun. 30, 2017
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
Convertible Preferred Stock, Series 2    
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
Convertible Preferred Stock, Series 3    
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
Convertible Preferred Stock, Series 5    
STOCKHOLDERS' EQUITY-    
Preferred Stock, shares authorized 1 1
Preferred Stock, shares issued 0 0
Preferred Stock, shares outstanding 0 0


v3.8.0.1
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) - USD ($)
 3 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Revenues    
Real Estate Rentals $ 9,704 $ 9,149
Total Revenues 9,704 9,149
Costs and Expenses    
General & Administrative 1,234 2,062
Professional expenses 7,500 4,000
Transfer Agent Expense 750
Total Operating Expenses 9,484 6,062
Income (Loss) from operations before other income (expenses) 220 3,087
Other income (expenses)    
Interest Expense (1,690) (1,010)
Income before Income Taxes (1,470) 2,077
Income Taxes Benefit (Expense) (1,652) (164)
NET INCOME(LOSS) $ (3,122) $ 1,913
Basic average weighted number of common shares outstanding 2,292,945 2,292,945
Diluted average weighted number of common shares 2,292,945 2,302,945
Basic Net Income per Share $ (0.0014) $ 0.0008
Dilutive Net Income per Share $ (0.0014) $ 0.0008
Other Income(Loss)    
Translation Adjustments $ 17,266 $ 17,219
Total Comprehensive Income (Loss) $ 14,144 $ 19,132


v3.8.0.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)
 3 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Cash flows from operating activities    
Net income $ (3,122) $ 1,913
Adjustments to reconcile net income to net cash    
Expenses paid for on behalf of the Company 9,155
Changes in operating assets and liabilities    
Accounts payable (155) 2,024
Taxes payable (695) (514)
Net cash provided by (used in) operating activities 5,183 3,423
Proceeds From:    
Borrowing from officer-director 2,000
Proceeds used for:    
Long Term Debt (11,100) (7,377)
Net cash provided by financing activities (11,100) (5,377)
Change due to FX Translation 1,693 1,126
Net Decrease in Cash (4,224) (828)
Cash at beginning of the period 50,331 46,170
Cash at end of period 46,107 45,342
Non Cash Investing and Financing Activities    
Cash paid for Interest $ 1,690 $ 1,010


v3.8.0.1
ORGANIZATION AND LINE OF BUSINESS
 3 Months Ended
Sep. 30, 2017
Notes to 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 three months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ending June 30, 2018. 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, 2017 and 2016 included in Form 10-K filed with the SEC.

Lines of Business:

The Company, through its wholly owned subsidiary Anton Nielsen Vojens ApS 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.


v3.8.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Sep. 30, 2017
Notes to Financial Statements  
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, which 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.

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 September 30, 2017 and September 30, 2016 there were 10,000 and 10,000 potential dilutive shares that need to be considered as common share equivalents and because of the net loss, the effect of these potential common shares is anti-dilutive for September 30, 2017.

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 September 30, 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.

Recently Issued Accounting Standards:

In September 2017, FASB issued ASU No. 2017-01 – Business Combinations (Topic 805): Clarifying the Definition of a Business. The issuance is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, and consolidation. It is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. We do not expect that the adoption of ASU 2017-02 will have any impact on our consolidated financial statements.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 completes the joint effort by the FASB and International Accounting Standards Board (IASB) to improve financial reporting by creating common revenue recognition guidance for GAAP and International Financial Reporting Standards (IFRS). Subsequently, the FASB has issued several additional ASUs to clarify the implementation. The new revenue standard applies to all companies that enter into contracts with customers to transfer goods or services and is effective for public entities for interim and annual reporting periods beginning after December 15, 2017. We will adopt the new revenue standard effective January 1, 2018. Entities have the choice to apply the new revenue standard either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying the new revenue standard at the date of initial application and not adjusting comparative information. We expect to adopt the new revenue standard using the cumulative effect transition method.

In May 2017, the FASB issued ASU 2017-09, "Stock Compensation (Topic 718): Scope of Modification Accounting." ASU 2017-09 provides clarity and reduces complexity in applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. The new standard will be effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company is in the process of evaluating the impact of this new guidance.

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.


v3.8.0.1
MAJOR CUSTOMER
 3 Months Ended
Sep. 30, 2017
Notes to 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 September 30, 2017, and September 30, 2016 the major customer concentrations were as follows:

      Percent of Sales
for the Period ending September 30, 		 
Customer     2017     2016  
Circle K Denmark A/S, Formerly Statoil A/S       100 %     100 %
-       -       -  
                   
Total Sales from Major Customers       100 %     100 %


v3.8.0.1
LAND AND BUILDINGS
 3 Months Ended
Sep. 30, 2017
Notes to Financial Statements  
NOTE 4. LAND AND BUILDINGS

The Land owned by the Company's wholly owned subsidiary constitutes the largest asset of the Company. During the 3 month period ending September 30, 2017 the Company recorded an increase in the carrying value of the Land of $21,276 due to the currency translation difference. The carrying value of the Land of the Company was as follows:

 

    Carrying Value of Land at  
    September 30, 2017     June 30, 2017  
                 
US Dollars   $ 640,868     $ 619,592  


v3.8.0.1
RELATED PARTY TRANSACTIONS
 3 Months Ended
Sep. 30, 2017
Notes to Financial Statements  
NOTE 5. RELATED PARTY TRANSACTIONS

Advances payable to Crossfields, Inc., a company that the CEO, Robert Wolfe is an officer and director, which are not collateralized, non-interest bearing, and payable upon demand, however, the Company did not expect to make payment within one year. During the three month period ended September 30, 2017 had a balance of $102,278 and the CEO paid $9,155 of Company expenses and was repaid $4,057 for a net advance to the Company of $5,553. During the three month period ended September 30, 2016 the Company and $80,563 and was advanced $2,000 to meet expenses.


v3.8.0.1
NOTES PAYABLE
 3 Months Ended
Sep. 30, 2017
Notes to Financial Statements  
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, 2018 and interest waived through the period ending July 1, 2018. The balance on the note as of September 30, 2017 and June 30, 2017 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 0.75 years left on the term. The balance on the note as of September 30, 2017 was $8,196. The Company made principal payments of $2,721 and interest payments of $286. The value of the note reflect the currency adjustments. The table 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 6.25 years left on the term. The balance on the note as of September 30, 2017 was $123,131. During the period ended September 30, 2017, the Company paid $4,374 in principal payments and $1,404 in interest. The table below summarizes the company's commitments going forward.

The Company's commitments and contingencies are $151,830 for 2018 and $22,161 for the years 2019 through 2025 with a total of $249,606. The amounts stated 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.

The Company has minimum yearly bank payments of $24,802 for 0.75 years, and $16,606 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. 


v3.8.0.1
SHAREHOLDERS' EQUITY
 3 Months Ended
Sep. 30, 2017
Notes to Financial Statements  
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).

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 September 30, 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.


v3.8.0.1
SUBSEQUENT EVENTS
 3 Months Ended
Sep. 30, 2017
Notes to Financial Statements  
NOTE 8. SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. There are no material subsequent events to report.


v3.8.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Sep. 30, 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, which 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.
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 September 30, 2017 and September 30, 2016 there were 10,000 and 10,000 potential dilutive shares that need to be considered as common share equivalents and because of the net loss, the effect of these potential common shares is anti-dilutive for September 30, 2017.
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 September 30, 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.
Recently Issued Accounting Standards

In September 2017, FASB issued ASU No. 2017-01 – Business Combinations (Topic 805): Clarifying the Definition of a Business. The issuance is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, and consolidation. It is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. We do not expect that the adoption of ASU 2017-02 will have any impact on our consolidated financial statements.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 completes the joint effort by the FASB and International Accounting Standards Board (IASB) to improve financial reporting by creating common revenue recognition guidance for GAAP and International Financial Reporting Standards (IFRS). Subsequently, the FASB has issued several additional ASUs to clarify the implementation. The new revenue standard applies to all companies that enter into contracts with customers to transfer goods or services and is effective for public entities for interim and annual reporting periods beginning after December 15, 2017. We will adopt the new revenue standard effective January 1, 2018. Entities have the choice to apply the new revenue standard either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying the new revenue standard at the date of initial application and not adjusting comparative information. We expect to adopt the new revenue standard using the cumulative effect transition method.

In May 2017, the FASB issued ASU 2017-09, "Stock Compensation (Topic 718): Scope of Modification Accounting." ASU 2017-09 provides clarity and reduces complexity in applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. The new standard will be effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company is in the process of evaluating the impact of this new guidance.

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.


v3.8.0.1
MAJOR CUSTOMER (Tables)
 3 Months Ended
Sep. 30, 2017
Major Customer Tables  
Schedules of major customer concentrations
      Percent of Sales
for the Period ending September 30, 		 
Customer     2017     2016  
Circle K Denmark A/S, Formerly Statoil A/S       100 %     100 %
-       -       -  
                   
Total Sales from Major Customers       100 %     100 %


v3.8.0.1
LAND AND BUILDINGS (Tables)
 3 Months Ended
Sep. 30, 2017
Land And Buildings Tables  
Schedule of value of land
    Carrying Value of Land at  
    September 30, 2017     June 30, 2017  
                 
US Dollars   $ 640,868     $ 619,592  


v3.8.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares
Sep. 30, 2017
Sep. 30, 2016
Summary Of Significant Accounting Policies Details Narrative    
Potential dilutive shares 10,000 10,000


v3.8.0.1
MAJOR CUSTOMER (Details)
 3 Months Ended
Sep. 30, 2017
Sep. 30, 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%


v3.8.0.1
LAND AND BUILDINGS (Details) - USD ($)
Sep. 30, 2017
Jun. 30, 2017
Land And Buildings Details    
US Dollars $ 640,868 $ 619,592


v3.8.0.1
LAND AND BUILDINGS (Details Narrative)
 3 Months Ended
Sep. 30, 2017
USD ($)
Land And Buildings Details Narrative  
Increase in carrying value of land $ 21,276


v3.8.0.1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 3 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Jun. 30, 2017
Advances From a Related Party $ 102,278   $ 96,725
Expenses paid for on behalf of the Company 9,155  
Proceeds form related party debt 2,000  
CEO [Member]      
Advances From a Related Party 102,278 $ 80,563  
Expenses paid for on behalf of the Company 9,155    
Repayment of related party debt 4,057    
Extinguishment of related party debt 5,553    
Officer - Director [Member]      
Proceeds form related party debt $ 2,000    


v3.8.0.1
NOTES PAYABLE (Details Narrative) - USD ($)
 3 Months Ended
Sep. 30, 2017
Jun. 30, 2017
Commitments and contingencies [Member]    
2018 $ 151,830  
2019 22,161  
through 2025 249,606  
Thereafter [Member]    
Bank payment $ 16,606  
Bank payment term 5 years 6 months  
Borkwood Development Ltd [Member] | Promissory note [Member]    
Notes Payable $ 650,000  
Interest rate on notes payable 5.00%  
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.

  
Outstanding notes payable $ 127,029 $ 127,029
Note A [Member]    
Notes Payable 8,196  
Principal payments 2,721  
Interest payments 286  
Note A [Member] | Danish Krone [Member]    
Notes Payable $ 800,000  
Interest rate on notes payable 7.00%  
Notes payable description 0.75 year left on the term  
Note B [Member]    
Notes Payable $ 123,131  
Principal payments 4,374  
Interest payments 1,404  
Note B [Member] | Danish Krone [Member]    
Notes Payable $ 1,132,000  
Interest rate on notes payable 2.00%  
Notes payable description 6.25 years left on the term  
Minimum [Member]    
Bank payment $ 24,802  
Bank payment term 9 months  


v3.8.0.1
SHAREHOLDERS' EQUITY (Details Narrative) - $ / shares
 1 Months Ended 3 Months Ended
Nov. 30, 1997
Sep. 30, 2017
Jun. 30, 2017
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 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.      
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 2 Convertible Preferred Stock [Member]          
Preferred Stock, shares issued   5,000      
Convertible common stock   2      
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      


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