U. S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June
30, 2018
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
__________ to __________
Commission File Number: 0-9951
ADVANCED OXYGEN TECHNOLOGIES, INC.
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(Exact name of
Registrant as specified in its charter)
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Delaware
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91-1143622
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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C/O Crossfield, Inc.,
653 VT Route 12A, PO Box 189
Randolph, VT 05060
(212) 727-7085
(Address and telephone number
of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: ¨
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 ¨ No x
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 ¨ No x
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 x No ¨
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 x No ¨
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 ¨ No x
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
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Accelerated Filer
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Non Accelerated Filer
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Smaller Reporting Company
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x
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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 No X
For the year ended June 30, 2018, Issuer's
revenues were $39,770
The aggregate market value of Common Stock at
December 29, 2017 held by non-affiliates approximated $104,758,
based upon the average bid and asked prices for a share of Common
Stock on that date. For purposes of this calculation, persons
owning 10% or more of the shares of Common Stock are assumed to be
affiliates, although such persons are not necessarily affiliates
for any other purpose. As of June 30, 2018, there were 2,292,945
issued shares and outstanding shares of the registrant's Common
Stock, $0.01 par value.
Documents incorporated by reference: None.
TABLE OF CONTENTS
Cautionary Language Regarding Forward-Looking
Statements and Industry Data
This
Annual Report on Form 10-K contains "forward-looking statements".
Forward-looking statements are based upon our current assumptions,
expectations and beliefs concerning future developments and their
potential effect on our business. In some cases, you can identify
forward-looking statements by the following words: "may," "could,"
"would," "should," "expect," "intend," "plan," "anticipate,"
"believe," "approximately," "estimate," "predict," "project,"
"potential" or the negative of these terms or other comparable
terminology, although the absence of these words does not
necessarily mean that a statement is not forward-looking. This
information may involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or
achievements to be materially different from the future results,
performance or achievements expressed or implied by any
forward-looking statements.
Factors
that may cause or contribute actual results to differ from these
forward-looking statements include, but are not limited to, the
following:
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all the risks inherent in the owning,
buying, leasing, selling, or developing real estate or the
real estate business; |
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the Company's absence of significant sales
or sales revenues, which make it difficult to predict
future performance; |
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the need to make multiple assumptions in
preparing forecasts and projections of any kind, and
significant difficulties in predicting and forecasting
accurately the expenses likely to be incurred and the
revenues likely to be generated in the Company's future
operations; |
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significant competition in the real estate
leasing and development business; |
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the risk that the Company will have
difficulties executing its intended business plan; |
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the risk that the Company's sole source of
revenues may discontinue leasing, become insolvent, or not
renew its relationship with the Company; |
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potential barriers, risks, uncertainties
and obstacles to the Company's business plans; |
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risks associated with the tightening or
other adverse changes in the overall capital and credit
markets and decreased availability of investment capital
and/or credit, bank financing or other debt financing as
and when needed or at favorable terms including fixed
and/or low interest rates; and |
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other risks over which we have no control. |
All forward-looking statements speak only as
of the date of this report. We undertake no obligation to update
any forward-looking statements or other information contained
herein. Stockholders and potential investors should not place
undue reliance on these forward-looking statements. Although we
believe that our plans, intentions and expectations reflected in
or suggested by the forward-looking statements in this report are
reasonable, we cannot assure stockholders and potential investors
that these plans, intentions or expectations will be achieved.
These cautionary statements qualify all forward-looking statements
attributable to us or persons acting on our behalf.
Information regarding market and industry
statistics contained in this report is included based on
information available to us that we believe is accurate. It is
generally based on academic and other publications that are not
produced for purposes of securities offerings or economic
analysis. Forecasts and other forward-looking information obtained
from these sources are subject to the same qualifications and the
additional uncertainties accompanying any estimates of future
market size, revenue and market acceptance of products and
services. Except as required by U.S. federal securities laws, we
have no obligation to update forward-looking information to
reflect actual results or changes in assumptions or other factors
that could affect those statements.
PART I
ITEM 1- DESCRIPTION OF
BUSINESS
GENERAL:
Advanced Oxygen Technologies, Inc. ("Advanced Oxygen Technologies", "AOXY", or the "Company") sole operations are derived from its wholly owned subsidiary Anton Nielsen Vojens, ApS ("ANV"). ANV is a Danish company that owns commercial real estate in Vojens, Denmark. ANV's revenues are derived solely from the lease revenue from its real estate. Circle K leases the facility from ANV. The lease expires in 2026.
AOXY, incorporated in Delaware in 1981 under
the name Aquanautics Corporation, was, from 1985 until May 1995, a
startup specialty materials company producing new oxygen control
technologies. From May of 1995 through December of 1997 AOXY had
minimal operations and was seeking funding for operations and
companies to which it could merge or acquire. In March of 1998
AOXY began operations in California. From 1998 through 2000, the
business consisted of producing and selling CD- ROMS for
conference events, advertisement sales on the CD's, database
management and event marketing all associated with conference
events. From 2000 through March of 2003, the business consisted
solely of database management. From 2003 through April 2005, the
business operations were derived totally from the Company's wholly
owned business, IP Service, ApS, a Danish IP security
vulnerability company ("IP Service"). Since then, business
operations have been solely derived from ANV.
HISTORY
OF THE COMPANY:
THE PATENT SALE
On May 1, 1995, the Company sold its patents,
and all related technology and intellectual property rights
(collectively the "Patents Rights") to W. R. Grace & Co.
Conn., a Connecticut corporation ("Grace"). The price for the
Patents Rights was $335,000, in cash, and a royalty until April
30, 2007.
STOCK
ACQUISITION AGREEMENT, 12/18/97
Pursuant to a Stock Acquisition Agreement
dated as of December 18, 1997, Advanced Oxygen Technologies, Inc.
("AOXY") has issued 23,750,00 shares of its common stock, par
value $.01 per share for $60,000 cash plus consulting services
rendered valued at $177,500, to Crossland, Ltd., ("Crossland"),
Eastern Star, Ltd., ("Eastern Star"), Coastal Oil, Ltd.
("Coastal") and Crossland, Ltd. (Belize) ("CLB"). Crossland and
Eastern Star, Ltd. are Bahamas corporations. Coastal Oil and CLB
are Belize corporations.
PURCHASE AGREEMENT, 12/18/97
Pursuant to a Purchase Agreement dated as of
December 18, 1997, CLB, Triton-International, Ltd., ("Triton"), a
Bahamas corporation, and Robert E. Wolfe purchased an aggregate of
800,000 shares of AOXY's common stock from Edelson Technology
Partners II, L.P. ("ETPII") for $10,000 cash. AOXY issued 450,000
shares of its capital stock to ETPII in exchange for consulting
services to be rendered. The general partner of ETPII is Harry
Edelson, Chairman of the Board and Chief Executive Officer of AOXY
prior to the transactions resulting in the change of control (the
"Transactions"). Prior to the Transactions Mr. Edelson directly or
indirectly owned approximately 25% of the issued and outstanding
common stock of AOXY, and following the completion of Mr.
Edelson's consultancy he will own approximately 1.5%.
Company/Individual
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Number of Shares
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Percent Ownership
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Robert E. Wolfe
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50,000 |
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0.17 |
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Crossland (Belize)
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6,312,500 |
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21.30 |
% |
Triton International
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375,000 |
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1.26 |
% |
Coastal Oil, Ltd.
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5,937,500 |
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20.03 |
% |
Crossland Ltd.
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5,937,500 |
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20.03 |
% |
Eastern Star, Ltd.
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5,937,500 |
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20.03 |
% |
ACQUISITION
OR DISPOSITION OF ASSETS, 03/09/98.
On March 9, 1998, pursuant to an Agreement
for Purchase and Sale of Specified Business Assets, a Promissory
Note, and a 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"). The assets
purchased from IMA consisted primarily of furniture, fixtures,
equipment, computers, servers, software and databases previously
used by IMA in its full service telemarketing business. The
purchase price was $2,000,000.
PURCHASE AGREEMENT OF 1/29/99
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.
ACQUISITION
OR DISPOSITION OF ASSETS OF 03/05/2003
Pursuant to a stock acquisition agreement, 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.
MOBILIGROUP ApS MERGER AGREEMENT OF 04/
23/2005
Pursuant to a merger agreement attached
hereto as exhibit I, ("Merger Agreement"), on April 23, 2005
Mobile Group Inc., ("Mobile "a formerly wholly owned subsidiary of
Advanced Oxygen Technologies, Inc. acquired 100% of the issued and
outstanding stock of Mobiligroup, ApS in exchange for 800 shares
of Mobile representing 80% of the issued and outstanding shares of
Mobile.
SALE OF IP SERVICE: STOCK ACQUISITION
AGREEMENT OF 04/27/2005
Pursuant to a stock acquisition agreement, on
April 27, 2005 Advanced Oxygen Technologies, Inc. sold 100.00% of
the stock of IP Service ApS to Securas, Ltd. 7 Stewards Court,
Carlisle Close, Kingston Upon Thames, Surrey KT2 7AU, United
Kingdom ("SecurAs").
PURCHASE OF ANTON NIELSEN VOJENS, ApS:
STOCK ACQUISITION AGREEMENT OF FEBRUARY 3, 2006
Pursuant to a stock acquisition agreement on
February 3, 2006 Advanced Oxygen Technologies, Inc. ("AOXY")
purchased 100.00% of the stock of Anton Nielsen Vojens ApS
("ANV"), a Danish company from Borkwood Development Ltd. (a
current shareholder of AOXY) for Six Hundred and Fifty Thousand
US Dollars. The transaction was financed as follows:
1) AOXY executed a promissory note ("Note") for $650,000, payable to the sellers of ANV ("Sellers") payable and amortized monthly and carrying an interest at 5% per year. AOXY 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 Sellers must
demand such conversion with a notice of 1 month.
SUBDIVISION AND SALE OF REAL ESTATE OF
MARCH 3, 2006
Pursuant to an acquisition agreement attached
hereto as exhibit I (Danish original) and Exhibit II (English
Translation) ("Acquisition Agreement"), on March 3, 2006 Anton
Nielsen Vojens ApS ("ANV"), a wholly owned subsidiary of Advanced
Oxygen Technologies, Inc. ("AOXY") entered into an agreement to
sub divide and sell a 3,300 M2 portion of its Vojens City property
('Property") for Two Million Three hundred Thousand Danish Krone
(2.300.000 DKK) to Ejendomsselskabet Ostergade 67 ApS, a Danish
company ("EO"). Under the terms of the Acquisition Agreement: EO
purchased the Property in an as is condition, and was responsible
for all costs of the transaction including but not limited to: sub
division costs, legal, financial, 1/2 the filing costs, deed
transfer costs (ANV was responsible for the survey costs and 1/2
the filing costs).
CHANGES IN REGISTRANT'S CERTIFYING
ACCOUNTANT
On August 05, 2016 the Company has engaged
Sadler, Gibb & Associates, LLC, 2455 E. Parleys Way, Suite
320, Salt Lake City, UT 84109, (801)783-2960 ("New Accountants")
as its certified accounting firm/outside auditor from its Danish
auditors CHR. Additionally, the Company had not consulted the New
Accountants regarding: (i) The application of accounting
principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on the small
business issuer's financial statements and either written or oral
advice was provided that was an important factor considered by the
small business issuer in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was
the subject of a disagreement or event identified in response to
paragraph (a)(1)(iv) of Regulation S-B section §228.304 (Item
304).
CHANGE IN ADDRESS OF COMPANY, MARCH 5,
2009
The Company's location, and location of books and records has
changed from Advanced Oxygen Technologies, Inc. C/O Crossfield
Inc. 100 Maiden Lane, Suite 2003, New York, NY 10038 to Advanced
Oxygen Technologies, Inc. c/o Crossfield, Inc. , 653 VT Route 12A,
PO Box 189 Randolph, VT 05060 Telephone (212)-727-7085, Fax
(802)-332-6100. This location is collocated with a related
business of the president, Robert E. Wolfe.
COMPANY
OBJECTIVE AND MISSION:
The Company currently shares its location
with a related company of the President of the Company. The
Company owns 100% of a subsidiary, Anton Nielsen Vojens, ApS
("ANV"). ANV owns and leases commercial real estate to Circle K, a
Danish company. The lease expires in 2026. Through this lease, the
Company believes that the operations of ANV will continue to
produce revenues.
The Company continues its efforts to raise
capital to support operations and growth, and is actively
searching acquisitions or mergers with another company that would
complement the Company and increase its earnings potential.
COMPETITION:
The Company's subsidiary ANV revenues are
currently derived from its lease revenues of its commercial real
estate holding. With the global changes in the economies during
the year ended June 30, 2018, the Company's direct competition
would be other vacant commercial real estate entities. The Company
believes that there are no identifiable direct competitors.
CUSTOMERS:
The Company's subsidiary ANV currently has
one customer, Circle K Denmark A/S, formerly StatOil AS.,
Copenhagen Denmark.
EMPLOYEES:
As of June 30, 2018 the Company had a total
of 1 employee.
ITEM 1A. RISK FACTORS
Risks
Specific to Our Company
THE POTENTIAL PROFITABILITY OF COMMERCIAL
REAL ESTATE VENTURES DEPENDS UPON FACTORS BEYOND THE CONTROL OF
OUR COMPANY.
The potential profitability of commercial
real estate properties is dependent upon many factors beyond our
control. For instance, world prices and markets for rents and
leases of commercial properties are unpredictable, and respond to
changes in domestic, international, political, social, and
economic environments. Additionally, due to worldwide economic
uncertainty, the availability and cost of funds for maintenance,
repair, expansion and other expenses have become increasingly
difficult, if not impossible, to project. These changes and events
may materially affect our financial performance. These factors
cannot be accurately predicted and the combination of these
factors may result in our Company not receiving an adequate return
on invested capital.
WE ARE SUBJECT TO RISKS ASSOCIATED WITH
FOREIGN CURRENCY
ANV is a Danish company with operations only
in Denmark. During the year ended June 30, 2018 and 2017, foreign
revenues accounted for 100% of our total revenue. As a result, we
are subject to risks associated with generating revenue in
multiple countries, including:
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increased time, effort and attention of our
management to manage our foreign operations; |
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balance sheet fluctuations. |
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currency devaluations and fluctuations in
currency exchange rates, including impacts of transactions
in various currencies and translation of various
currencies into dollars for U.S. reporting and financial
covenant compliance purposes; |
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language barriers and other difficulties in
staffing and managing foreign operations; |
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longer customer payment cycles and greater
difficulties in collecting accounts receivable; |
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uncertainties of laws and enforcement
relating to the protection of property; |
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imposition of or increases in currency
exchange controls, including imposition of or increases in
limitations on conversion of various currencies into U.S.
dollars; |
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imposition of or increases in revenue,
income or earnings taxes and withholding and other taxes; |
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imposition of or increases in investment or
trade restrictions and other restrictions or requirements
by non-U.S. Governments; |
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inability to definitively determine or
satisfy legal requirements, inability to effectively
enforce contract or legal rights and inability to obtain
complete financial or other information under local legal,
judicial, regulatory, disclosure and other systems; and |
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nationalization and other risks, which
could result from a change in government or other
political, social or economic instability. |
WE ARE SUBJECT TO RISKS ASSOCIATED WITH
OPERATIONS THAT HAVE A CONCENTRATION OF CUSTOMERS
ANV has only one customer. There is no
guarantee that this customer will remain solvent, and or continue
with the Company in the same manner as it is now. As such, if the
Company were to lose this customer, 100% of its revenues would be
lost.
IN THE FUTURE, WE MAY NEED TO OBTAIN
ADDITIONAL FINANCING TO FUND OUR OPERATIONS AND TO ACQUIRE
ADDITIONAL BUSINESSES
In the future, we may need to obtain
additional financing to fund our operations and to acquire
additional businesses. There is no guarantee that we will be able
to raise additional capital.
EFFORTS TO COMPLY WITH RECENTLY ENACTED
CHANGES IN SECURITIES LAWS AND REGULATIONS HAVE REQUIRED
SUBSTANTIAL FINANCIAL AND PERSONNEL RESOURCES AND WE STILL MAY
FAIL TO COMPLY
Pursuant to Section 404 of the Sarbanes-Oxley
Act of 2002, the SEC adopted rules requiring public companies to
include a report of management on our internal controls over
condensed consolidated financial reporting in our annual reports on Form
10-K. In addition, the independent registered public accounting
firm auditing our condensed consolidated financial statements must attest to
and report on management's assessment of, and the effectiveness of
our internal controls over financial reporting. This requirement
was to first apply for management's assessment in our annual
report on Form 10-KSB for our fiscal year ending June 30, 2008,
and for the independent registered public accounting firm's
assessment for fiscal year ended June 30, 2008. Depending on a
number of variables and the significant resources required to
comply, uncertainty exists regarding our ability to continue to
comply with these rules even though the Company may have complied
in the past.
Pursuant to interactive data rules adopted in
Securities Act Release No. 9002 (Jan. 30, 2009) and further
accepted, there is uncertainty whether the Company will be able to
comply with the stated rules as they are phased in, if the Company
is able to initially comply, and whether the Company will continue
to be able to do so .
PROVISIONS OF OUR CORPORATE DOCUMENTS AND
DELAWARE CORPORATE LAW MAY DETER A THIRD PARTY FROM ACQUIRING
OUR COMPANY
Provisions of our articles of incorporation
and our bylaws, authorize our Board of Directors to, among other
things, issue preferred stock and fix the rights, preferences,
privileges and restrictions of such shares without any further
vote, approval or action by our stockholders. Our Board could take
actions that could discourage a third party from attempting to
acquire control of us and that could make it more difficult for a
third party to acquire us. Our Board could take such actions even
if our stockholders consider a change in control to be in their
best interests.
WE PLAN TO GROW OUR BUSINESS THROUGH
ACQUISITIONS AND JOINT VENTURES, WHICH WILL RESULT IN OUR
INCURRING SIGNIFICANT COSTS
The acquisition of new businesses is costly,
such new businesses may not enhance our financial condition, and
we may face difficulties and be unsuccessful in integrating new
businesses. The resources expended in identifying, negotiating and
structuring acquisitions and joint ventures may be significant and
may not result in any transactions. Any future acquisitions will
be subject to a number of challenges in integrating new operations
into our existing operations, including but not limited to:
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diversion of management time and resources; |
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difficulty of assimilating the operations
and personnel of the acquired companies; |
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potential disruption of our ongoing
business; |
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difficulties in maintaining uniform
standards, controls, procedures and policies; |
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impairment of relationships with employees
and customers as a result of any integration of new
management personnel; and |
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potential unknown liabilities associated
with acquired businesses |
Risks
Specific to Our Industry
WE ARE SUBJECT TO RISKS ASSOCIATED WITH
GLOBAL DECLINE IN REAL ESTATE
ANV, the Company's subsidiary has only one
commercial real estate property. There is no guarantee that the
demand for rental of this property will continue and potentially
this would affect the Company's performance.
Risks
Related to Our Securities
OUR
COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND
THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES
TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF
AN INVESTMENT IN OUR STOCK.
The
Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes
relevant to us, as any equity security that has a market price of
less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the rules
require: that a broker or dealer approve a person's account for
transactions in penny stocks; and the broker or dealer receive
from the investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be
purchased.
In
order to approve a person's account for transactions in penny
stocks, the broker or dealer must: obtain financial information
and investment experience objectives of the person; and make a
reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge
and experience in financial matters to be capable of evaluating
the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior
to any transaction in a penny stock, a disclosure schedule
prescribed by the Commission relating to the penny stock market,
which, in highlight form: sets forth the basis on which the broker
or dealer made the suitability determination; and that the broker
or dealer received a signed, written agreement from the investor
prior to the transaction.
Generally, brokers may be less willing to
execute transactions in securities subject to the "penny stock"
rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
Disclosure also has to be made about the
risks of investing in penny stocks in both public offerings and in
secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in
the account and information on the limited market in penny stocks.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
There are none.
ITEM 2. DESCRIPTION OF
PROPERTY
The
assets of the Company consist of its wholly owned subsidiary,
Anton Nielsen Vojens, ApS ("ANV") whose sole asset is commercial
real estate in Vojens, Denmark. The commercial real estate is
leased to Circle K Denmark, A/S, formerly StatOil, A/S until 2026.
The property is land only and is a 750 square meter parcel
currently used as a fuel station and is located at Ostergade 67,
6500 Vojens Denmark.
ITEM 3. LEGAL PROCEEDINGS
During
the period ending June 30, 2018, the pending or threatened legal
actions as follows:
None
ITEM 4: MINE SAFETY
DISCLOSURES.
Not applicable.
PART II
ITEM 5. MARKET
OF COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.
The Company's Common Stock is traded on the
Over-The-Counter Pink. The following table sets forth the range of
high and low bid quotations on the Common Stock for the quarterly
periods indicated, as reported by the National Quotation Bureau,
Inc. The quotations are inter-dealer prices without retail
mark-ups, mark downs or commissions and may not represent actual
transactions.
Fiscal Year Ended
June 30, 2018
|
|
High
|
|
|
Low
|
|
First Quarter
|
|
|
0.490 |
|
|
|
0.100 |
|
Second Quarter
|
|
|
0.180 |
|
|
|
0.1001 |
|
Third Quarter
|
|
|
0.23 |
|
|
|
0.100 |
|
Fourth Quarter
|
|
|
0.200 |
|
|
|
0.130 |
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30, 2017
|
|
High
|
|
|
Low
|
|
First Quarter
|
|
|
0.15 |
|
|
|
0.060 |
|
Second Quarter
|
|
|
0.011 |
|
|
|
0.011 |
|
Third Quarter
|
|
|
0.070 |
|
|
|
0.011 |
|
Fourth Quarter
|
|
|
0.92 |
|
|
|
0.013 |
|
HOLDERS
At June 30, 2018
the company had 1,556 shareholders of record. At September 24, 2018, the closing bid price of the Company's Common
Stock as reported by the National Quotation Bureau, Inc., was $0.15.
DIVIDENDS
We have not paid or declared any dividends on
our common stock since our inception. Our Board of Directors does
not expect to declare cash dividends on our common stock in the
near future. We anticipate that we will retain our future earnings
to finance the continuing development of our business.
RECENT SALES OF UNREGISTERED SECURITIES
During the year ended June 30, 2018, we had
no issuances of unregistered securities.
ITEM 6. SELECTED
FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion of our plan of
operation, financial condition and results of operations should be
read in conjunction with the Company's condensed consolidated financial
statements, and notes thereto, included elsewhere herein. This
discussion contains forward-looking statements that involve risks
and uncertainties. Our actual results may differ materially from
those anticipated in these forward-looking statements as a result
of various factors including, but not limited to, those discussed
in this Annual Report.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The
preparation of condensed consolidated financial statements in conformity
with the Public Company Oversight Accounting Board ("PCAOB")
requires our management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the
condensed consolidated financial statements and the reported amounts of
revenue and expenses during the reporting period. Following are
accounting policies that we believe are most important to the
portrayal of our financial condition and results of operations and
that require our most difficult judgments as a result of the need
to make estimates and assumptions about the effects of matters
that are inherently uncertain.
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.
Real Estate Accounting Principles:
The Company treats the valuation of its real
estate in accordance with FASB ASC 805, Fair Value Measurements,
which provides for the companies accounting valuation of real
estate. FASB ASC 805 defines fair value as the price that would be
received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement
date. The Company has valued its real estate using the three
valuation approaches defined in FASB ASC 805: The market approach,
which uses observable prices and other relevant information
derived from market transactions involving identical or comparable
assets or liabilities, The income approach, which uses valuation
technique to convert future benefits or costs, usually in the form
of cash flows, into a present-value amount. Examples of an income
approach include the discounted cash flow method and the direct
capitalization method, and the cost approach, which uses estimates
of the cost to replace an asset's service capacity.
Revenue recognition on the rental of real
estate.
Rental revenue from leases on real estate
investments is recognized on a straight-line basis over the term
of the lease, regardless of when payments are contractually due.
Interest Recognition on Notes Receivable:
Interest income is not recognized on notes
receivable that have been delinquent for 60 days or more. In
addition, accrued but unpaid interest income is only recognized to
the extent that the net realizable value of the underlying
collateral exceeds the carrying value of the receivable.
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 June 30, 2018 and June 30, 2017
there were 10,000 and 10,000, respectively potential dilutive
shares.
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 June 30, 2018 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 condensed consolidated 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 condensed consolidated 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.
Subsequent Events:
None.
Recently Issued Accounting Standards:
On January 5, 2017 FASB issued Accounting Standards Update
("ASU") 2017-01, Clarifying the Definition of a Business. This update amended
the definition of a business, which is fundamental to the determination of
whether transactions should be accounted for as acquisitions (or disposals) of
assets or businesses. That distinction impacts how the acquisition is treated in
the financial statements, for instance, whether deal costs are capitalized or
expensed. The primary goal of ASU 2017-01 was to narrow that definition, which
is generally expected to result in fewer transactions qualifying as business
combinations. 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.
In May 2014, the Financial
Accounting Standards Board (FASB) issued a new standard to
achieve a consistent application of revenue recognition within
the U.S., resulting in a single revenue model to be applied by
reporting companies under U.S. generally accepted accounting
principles. Under the new model, recognition of revenue occurs
when a customer obtains control of promised goods or services in
an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services.
In addition, the new standard requires that reporting companies
disclose the nature, amount, timing, and uncertainty of revenue
and cash flows arising from contracts with customers. On July 9,
2015, the FASB agreed to delay the effective date by one year;
accordingly, the new standard is effective for us beginning in
the first quarter of 2018 and we expect to adopt it at that
time. The new standard is required to be applied retrospectively
to each prior reporting period presented or retrospectively with
the cumulative effect of initially applying it recognized at the
date of initial application. We have not yet selected a
transition method, nor have we determined the impact of the new
standard on our condensed 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 condensed consolidated financial
statements.
RESULTS OF OPERATIONS 2018 COMPARED TO
2017
REVENUES. Revenues from operations were $39,770 in 2018
compared to $35,917 in 2017. The decrease was attributable to the currency
fluctuations and a reduction in loans due to repayment.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. G&A expenses
were $3,481 in 2018 compared to $5,382 in 2017.
The expenses are attributable to ANV's normal operations and the
Company's SEC compliance and the fluctuations are attributable to
currency fluctuations and accounting costs.
PROFESSIONAL EXPENSES. The professional expenses were $15,825 in 2018 compared to $15,301 in 2017. The expenses were attributable to ordinary audit expenses.
INTEREST EXPENSE. Interest expense was $5,807 in 2018 compared to $6,658 in 2017. Interest expense for 2018 decreased due to currency fluctuations.
NET INCOME. Net income attributed to common stockholders was
$7,456 or $0.00 per share for 2018 as compared to $9 or $0.00 per share for 2017 and the 2017 result was less and mainly attributable to
the engagement of new auditors.
LIQUIDITY AND CAPITAL RESOURCES. As of June 30, 2018 the Company had $53,415 of cash and cash equivalents and working capital deficit of $241,509 compared to June 30, 2017 the Company had $50,331 of cash and cash equivalents and working capital deficit of $230,605. The change in cash is primarily due to the ANV'S payment of debt and normal operations. The decrease in the working capital is primarily related to the operations of ANV.
Net cash provided by operating activities for 2018 and 2017 was $34,974 and $28,035 respectively.
Net cash (used for) financing activities for 2018 and 2017 was $(32,907) and $(33,771) 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.
ITEM 7A. QUANTITATIVE AND
QUALITATIVE MARKET DISCLOSURES ABOUT RISK
Not required.
ITEM 8. AUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
See the condensed consolidated financial statements on
Exhibit F for the period ending June 30, 2018 and June 30, 2017.
ITEM 9. CHANGES
IN AND DISAGREEMENTS WITH AUDITORS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND
PROCEDURE
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 June 30,
2018 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.
Changes
in Internal Control over Financial Reporting
There were no changes to our internal control
over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) that occurred during the last
quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Management's
Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934). Our internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of condensed consolidated financial statements
for external purposes in accordance with generally accepted
accounting principles.
Under
the supervision and with the participation of our management,
including our principal executive officer and principal financial
officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework
set forth in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework set forth in Internal
Control - Integrated Framework, our management concluded that our
internal control over financial reporting was not effective as of
June 30, 2018.
Inherent
Limitations on Effectiveness of Controls
Our management, including our Chief Executive
Officer and Chief Financial Officer, does not expect that our
disclosure controls and procedures or our internal controls will
prevent all errors and all fraud. 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. A control
system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of
the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their
costs. Our disclosure controls and procedures and our internal
controls over financial reporting have been designed to provide
reasonable assurance of achieving their objectives. Because of the
inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues
and instances of fraud, if any, have been detected.
ITEM 9B. OTHER
INFORMATION.
Not applicable.
PART III
ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT
Set forth below is information regarding the
Company's directors and executive officers, including information
furnished by them as to their principal occupations for the last
five years, other directorships held by them and their ages as of
June 30, 2018. All directors are elected for one-year terms, which
expire as of the date of the Company's annual meeting.
Name
|
|
Age
|
|
Position
|
|
Director Since:
|
Robert E. Wolfe
|
|
55
|
|
Chairman of the Board, CEO, and CFO
|
|
1997
|
Lawrence Donofrio
|
|
67
|
|
Director
|
|
2003
|
Robert Wolfe has been the Chairman and CEO
for Advanced Oxygen Technologies Inc. since 1997. Concurrently he
has been the President and CEO of Crossfield, Inc. and Crossfield
Investments, llc , both corporate consulting companies. On July
11, 2017 Enochian Biosciences, Inc. (formerly Dandrit Biotech USA,
Inc.) appointed Robert Wolfe as the CFO and January 1, 2014 to
April 28, 2015, Mr. Wolfe was CFO and Director respectively of
Enochian Biosciences, Inc. (formerly Dandrit Biotech USA, Inc.), a
company that engages in the research and development,
manufacturing and clinical trials of pharmaceutical and biological
products for the human treatment of cancer using the dendritic
cell technology. From 1992-1993 he was Vice President and partner
for CFI, NY Ltd. A Subsidiary of Corporate Financial Investments,
PLC, London. , effective immediately.
Lawrence Donofrio has been a director of the
Company and a member of the Compensation Committee since March
2003. He 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.
Compliance with Section 16(a) of the
Exchange Act
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors, executive officers and persons who beneficially own
more than 10% of a registered class of our securities to file with
the SEC reports of ownership and changes in ownership of the
common stock and other equity securities. Officers, directors and
greater than 10% beneficial owners are required by SEC regulations
to furnish us with copies of all Section 16(a) forms they file. No
officer, director or Section 16(a) officer has sold or acquired
any of our stock during the last calendar year, thus not requiring
any reports under Section 16(a) to be filed.
Audit Committee Financial Expert
As
of June 30, 2018, we do not have an audit committee financial
expert, as that term is defined in Item 407(d)(5) of Regulation
S-B, because at this time our current level of operations and the
cost of retaining such a financial expert are prohibitive. The
Board of Directors as a whole fulfilled the duties normally
assigned to an audit committee.
Code of Ethics
As of June 30, 2018, we have a code of ethics
that applies to our Principal Executive Officer and Principal
Financial and Accounting Officer(s) and to all of our staff. While
we are a small company we believe that our code of ethics directs
the Company to practice its business in an ethical way.
Procedure for Nominating Directors
We
have not made any material changes to the procedures by which
security holders may recommend nominees to our Board of Directors.
The Board does not have a written policy or charter regarding how
director candidates are evaluated or nominated for the Board. Our
directors annually review all director performance over the prior
year and make recommendations to the Board of Directors for future
nominations.
ITEM 11. EXECUTIVE
COMPENSATION
Robert Wolfe, Chairman and CEO has waived his
$500,000 annual salary for the year ending June 30, 2018. No
officer or director received any compensation from the Company
during the last fiscal year. The Company paid no bonuses in the
last three fiscal years ended June 30, 2018 to officers or other
employees.
The following table sets forth the total
compensation paid or accrued to its Chief Executive Officer and
Chief Financial Officer, Robert E. Wolfe during the fiscal year
ending June 30, 2018. There were no other corporate officers in
any of the last three fiscal years.
EXECUTIVE
COMPENSATION
Name
|
|
Yr.
|
|
Salary
|
|
|
Bonus
|
|
|
Other
Compensation
|
|
|
Restricted
Awards
|
|
|
LTIP
Awards
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert E. Wolfe
|
|
2018
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
EMPLOYMENT AGREEMENTS
We
do not currently have any oral or written employment contracts,
severance or change-in-control agreements with any of our
executive officers.
OPTION GRANTS DURING 1999; VALUE OF
OPTIONS AT YEAR-END
The
following tables set forth certain information covering the grant
of options to the Company's Chief Executive Officer and Chief
Financial Officer, Robert E. Wolfe during the fiscal year ended
June 30, 2018 and unexercised options held as of that date. Mr.
Wolfe did not exercise any options during fiscal 2018.
Name
|
|
# of Securities
|
|
|
% Total Options
|
|
|
Option Price
|
|
|
Exercise
Price
|
|
|
Expiration
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert E. Wolfe
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Compensation Committee Report
The Compensation Committee of the Board of
Directors was responsible for reviewing and approving the
Company's compensation policies and the compensation paid to
executive officers. Mr. Wolfe and Mr. Donofrio, who comprise the
Compensation Committee are employee and non-employee directors
respectively.
Compensation Philosophy
The general philosophy of the Company's
compensation program, which has been reviewed and endorsed by the
Committee, was to provide overall competitive compensation based
on each executive's individual performance and the Company's
overall performance.
There are two basic components in the
Company's executive compensation program: (i) base salary and (ii)
stock option awards.
Base Salary
Executive
Officers' salaries are targeted at the median range for rates paid
by competitors in comparably sized companies. The Company
recognizes the need to attract and retain highly skilled and
motivated executives through a competitive base salary program,
while at the same time considering the overall performance of the
Company and returns to stockholders.
Stock Option Awards
With respect to executive officers, stock
options are generally granted on an annual basis, usually at the
commencement of the new fiscal year. Generally, stock options vest
ratably over a four-year period and the executive must be employed
by the Company in order to vest the options. The Compensation
Committee believes that the stock option grants provide an
incentive that focuses the executives' attention on managing the
Company from the perspective of an owner with an equity stake in
the business. The option grants are issued at no less than 85% of
the market price of the stock at the date of grant, hence there is
incentive on the executive's part to enhance the value of the
stock through the overall performance of the Company.
Compensation Pursuant to Plans
The Company has three plans (the "Plans") under which its directors, executive officers and employees may receive compensation. The principal features of the 1981 Long-Term Incentive Plan (the "1981 Plan"), the 1988 Stock Option Plan (the "1988 Plan"), and the Non-Employee Director Plan (the "Director Plan") are described below. During the fiscal year ended June 30, 1994, the Company terminated its tax qualified cash or deferred profit-sharing plan (the "401(k) Plan"). During fiscal 2018, no executive officer received compensation pursuant to any of the Plans.
The 1981 and 1988 Plans
The purpose of the 1981 Plan and 1988 Plan
(the "Option Plans") is to provide an incentive to eligible
directors, consultants and employees whose present and potential
contributions to the Company are or will be important to the
success of the Company by affording them an opportunity to acquire
a proprietary interest in the Company and to enable the Company to
enlist and retain in its employ the best available talent for the
successful conduct of its business.
The 1981 Plan
The 1981 Plan was adopted by the Board of
Directors in May 1981 and approved by the Company's stockholders
in March 1982. A total of 500,000 shares have been authorized for
issuance under the 1981 Plan. With the adoption of the 1988 Plan,
no additional awards may be made under the 1981 Plan. As a result,
the shares remaining under the 1981 Plan are now available solely
under the 1988 Plan. Prior to its termination, the 1981 Plan
provided for the grant of the following five types of awards to
employees (including officers and directors) of the Company and
any subsidiaries: (a) incentive stock rights, (b) incentive stock
options, (c) non-statutory stock options, (d) stock appreciation
rights, and (e) restricted stock. The 1981 Plan is administered by
the Compensation Committee of the Board of Directors.
The 1988 Plan
The 1988 Plan provides for the grant of
options to purchase Common Stock to employees (including officers)
and consultants of the Company and any parent or subsidiary
corporation. The aggregate number of shares which remained
available for issuance under the 1981 plan as of the effective
date of the 1988 Plan plus an additional 500,000 shares of Common
Stock.
Options granted under the 1988 Plan may
either be immediately exercisable for the full number of shares
purchasable thereunder or may become exercisable in cumulative
increments over a period of months or years as determined by the
Compensation Committee. The exercise price of options granted
under the 1988 Plan may not be less than 85% of the fair market
value of the Common Stock on the date of the grant and the maximum
period during which any option may be paid in cash, in shares if
the Company's Common Stock or through a broker-dealer same-day
sale program involving a cash-less exercise of the option. One or
more optionees may also be allowed to finance their option
exercises through Company loans, subject to the approval of the
Compensation Committee.
Issuable Shares
As of September 20, 1995, approximately
374,000 shares of Common Stock had been issued upon the exercise
of options granted under the Option Plans, no shares of Common
Stock were subject to outstanding options under the Options Plans
and 626,000 shares of Common Stock were available for issuance
under future option grants. From July 1, 1991 to September 20,
1995, options were granted at exercise prices ranging from $1.22
to $8.15 per share. The exercise price of each option was equal to
85% of the closing bid price of Company's Common Stock as reported
on the NASDAQ Over the Counter Bulletin Board Exchange. Due to
employee terminations, all options became void in August 1995. As
of September 30, 2001, 1,000,000 shares of Common Stock were
available for issuance under future option grants and were still
available at June 30, 2018.
Board of Directors Compensation
As of June 30, 2018 the directors did not
receive any compensation for serving as members of the Board.
In addition to any cash compensation,
non-employee directors also are eligible to participate in the
Non-Employee Director Stock Option Plan and to receive automatic
option grants thereunder. The Director Plan provides for periodic
automatic option grants to non-employee members of the Board. An
individual who is first elected or appointed as a non-employee
Board member receives an annual automatic grant of 25,000 shares
plus the first annual grant of 5,000 shares, and will be eligible
for subsequent 5,000 share grants at the second Annual Meeting
following the date of his initial election or appointment as a
non-employee Board member.
During the fiscal year ended June 30, 2018,
no options were granted to non-employee Board members.
ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The
following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of June 30,
2018, by (i) all those known by the Company to be beneficial
owners of more than 5% of its Common Stock; (ii) all directors;
and (iii) all officers and directors of the Company as a group.
Name and Address of Beneficial
Owner
|
|
No. Shares
fully diluted
|
|
|
Percent ownership
|
|
Hennistone Projects Ltd.2 Eastglade
Northwood Middlessex, HA6 3LD UK
|
|
|
588,000 |
|
|
|
25.65 |
% |
Crossland, ltd. 104B Saffrey Square,
Nassau, Bahamas
|
|
|
296,876 |
|
|
|
12.94 |
% |
Crossland Ltd. Belize, 60 Market
Square, PO Box 364, Belize City, Belize, Central America
|
|
|
306,626 |
|
|
|
13.77 |
% |
Eastern Star, Ltd, Bay Street Nassau
Bahamas
|
|
|
135,600 |
|
|
|
5.91 |
% |
Robert E. Wolfe, New York, NY
|
|
|
4,500 |
|
|
|
0.196 |
% |
Lawrence Donofrio, San Diego CA
|
|
|
0 |
|
|
|
0.00 |
% |
ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
The Company's transactions with its officers,
directors and affiliates have been and such future transactions
will be, on terms no less favorable to the Company than could have
been realized by the Company in arms-length transactions with
non-affiliated persons and will be approved by a majority of the
independent disinterested directors.
On February 3, 2006 the Company purchased
100.00% of the stock of Anton Nielsen Vojens ApS ("ANV"), a Danish
company from Borkwood Development Ltd. , a prior shareholder of
AOXY. At the time of the transaction, a director of Borkwood
Development, Ltd., Aage Madsen was also a director of Anton
Nielsen Vojens ApS. As of May 25, 2007, Mr. Madsen is not a
director, owner, beneficiary or affiliate of the Company or its
wholly owned subsidiary Anton Nielsen Vojens, ApS.
Director Independence
During the year ended June 30, 2018, Robert
Wolfe and Lawrence Donofrio served as our directors and only Mr.
Donofrio is an independent director as he has no ownership,
employment, or business interaction with the Company. We are
currently traded on the Over-the-Counter Bulletin Board system and
specifically the OTCQB. The OTCQB does not require that a majority
of the Board be independent.
ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES
The Company's auditors for the periods ending June 30, 2018 and June 30, 2017 were Sadler Gibb & Associates, LLC, 22455 East Parleys Way, Suite 320, Salt Lake City, UT 84109, tel)(801)783-2950. The Company's wholly owned subsidiary's local Danish accountant is IN-REVISION STATSAUTORISEREDE REVISORER A/S, Gersonsvej 7, 2900 Hellerup. The local auditors, IN-REVISION have performed work for ANV that included tax work and Danish Standards auditing work on ANV's yearly balance sheet and the profit/loss statement for the Danish Tax Authority and the Danish Ministry of Commerce. We have paid or expect to pay the following fees to Sadler Gibb & Associates and CHR. Mortensen Revisionsfirma for work performed for the fiscal years ending Junes 30, 2018, and June 30, 2017, attributable to the audits of condensed consolidated financial statements and Internal Control over Financial Reporting for the same periods:
Year ending June 30,
|
|
2018
|
|
|
2017
|
|
Audit-Related Fees
|
|
$ |
13,500 |
|
|
$ |
14,023 |
|
Tax and consulting Fees
|
|
$ |
- |
|
|
$ |
- |
|
Other fees
|
|
|
- |
|
|
|
- |
|
The aggregate fees billed include amounts for
an interim review of Form 10Q, review of SEC correspondence, the
audit of the condensed consolidated financial statements for 2018, and the
Internal Control over Financial Reporting.
In
January 2003, the SEC released final rules to implement Title II
of the Sarbanes-Oxley Act of 2003. The rules address auditor
independence and have modified the proxy fee disclosure
requirements. Audit fees include fees for services that normally
would be provided by the accountant in connection with statutory
and regulatory filings or engagements and that generally only the
independent accountant can provide. In addition to fees for an
audit or review in accordance with generally accepted auditing
standards, this category contains fees for comfort letters,
statutory audits, consents, and assistance with and review of
documents filed with the SEC. Audit-related fees are
assurance-related services that traditionally are performed by the
independent accountant, such as employee benefit plan audits, due
diligence related to mergers and acquisitions, internal control
reviews, attest services that are not required by statute or
regulation, and consultation concerning financial accounting and
reporting standards.
The board has reviewed the fees paid to
Sadler Gibb & Associates LLC and CHR. The board has also
adopted policies and procedures to approve audit and non-audit
services provided in the fiscal year 2018 by Sadler Gibb &
Associates LLC and CHR. These policies and procedures involve
annual pre-approval by the board of the types of services to be
provided by our independent auditor and fee limits for each type
of service on both a per-engagement and aggregate level. The board
may additionally ratify certain de minimis services provided by
the independent auditor without prior board approval, as permitted
by the Sarbanes-Oxley Act and rules of the SEC promulgated
thereunder.
PART IV
ITEM 15: EXHIBITS AND REPORTS ON FORMS 8K,
Reports
filed on Form 8-K for the year ending June 30, 2018:
A Report on Form 8-K was filed on May 5,
2017, stating that On May 1, 2017 the Company has appointed
Worldwide Stock Transfer, LLC, One University Plaza, Suite 505,
Hackensack, NJ, 07601, tel)(201)820-2008 to act as the transfer
agent and registrar of the Company securities.
Exhibits
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
|
Reports Filed on Form 8-K
A Report on Form 8-K was filed on May 5,
2017, stating that On May 1, 2017 the Company has appointed
Worldwide Stock Transfer, LLC, One University Plaza, Suite 505,
Hackensack, NJ, 07601, tel)(201)820-2008 to act as the transfer
agent and registrar of the Company securities.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant):
ADVANCED OXYGEN TECHNOLOGIES, INC.
|
|
|
Date: September 26, 2018 |
|
|
|
By (Signature and Title): |
|
|
|
/s/ Robert E. Wolfe
/s/
|
|
Robert E. Wolfe, President
|
|
Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Date: September 26, 2018
By
(Signature and title):
/s/ Lawrence Donofrio
/s/
Lawrence Donofrio, Director
EXHIBIT
F
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Advanced Oxygen
Technologies, Inc. and subsidiary
We have audited the accompanying consolidated balance sheets of Advanced Oxygen Technologies, Inc. (“the Company”) as of June 30, 2018 and 2017, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2018 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Sadler, Gibb & Associates, LLC
We have served as the Company’s auditor since 2016.
Salt Lake City, UT
September 26, 2018
ADVANCED
OXYGEN TECHNOLOGIES, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
|
|
|
|
As of June 30,
|
|
|
|
2018
|
|
|
2017
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
Cash
|
|
$ |
53,415 |
|
|
$ |
50,331 |
|
Property Tax
Receivable
|
|
|
1,772 |
|
|
|
1,221 |
|
Total Current Assets
|
|
|
55,187 |
|
|
|
51,552 |
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS
|
|
|
|
|
|
|
|
|
Land and buildings
|
|
|
632,712 |
|
|
|
619,592 |
|
TOTAL ASSETS
|
|
$ |
687,899 |
|
|
$ |
671,144 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
$ |
750 |
|
|
$ |
1,405 |
|
Taxes Payable
|
|
|
40,269 |
|
|
|
30,389 |
|
Note Payable, Current
Portion
|
|
|
143,422 |
|
|
|
153,638 |
|
Advances From a
Related Party
|
|
|
112,255 |
|
|
|
96,725 |
|
Total current liabilities
|
|
|
296,696 |
|
|
|
380,917 |
|
|
|
|
|
|
|
|
|
|
Notes Payable
|
|
|
83,446 |
|
|
|
98,760 |
|
|
|
|
|
|
|
|
|
|
Total Long Term Liabilities
|
|
|
83,446 |
|
|
|
98,760 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
380,142 |
|
|
|
380,917 |
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY-
|
|
|
|
|
|
|
|
|
Convertible preferred
stock, Series 2, par value $0.01; authorized 10,000,000
shares; issued and outstanding 5,000 At June 30, 2018
and June 30, 2017
|
|
|
50 |
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
Convertible preferred stock, Series 3, par value $0.01; 1,670,0000 authorized, zero shares issued and outstanding
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Convertible preferred stock, Series 5; no par value, 1 share authorized and zero shares issued and outstanding,
respectively
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Common stock, par
value $0.01; At June 30, 2018 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
|
|
|
63,139 |
|
|
|
53,065 |
|
|
|
|
|
|
|
|
|
|
Accumulated deficit
|
|
|
(20,732,352 |
) |
|
|
(20,739,808 |
) |
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS
EQUITY
|
|
|
307,757 |
|
|
|
290,227 |
|
TOTAL LIABILITIES
AND STOCKHOLDERS EQUITY
|
|
$ |
687,899 |
|
|
$ |
671,144 |
|
See accompanying notes to the
consolidated financial statements.
ADVANCED OXYGEN
TECHNOLOGIES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
|
|
|
|
For the Years ended
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Rentals
|
|
$ |
39,770 |
|
|
$ |
35,917 |
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
$ |
39,770 |
|
|
$ |
35,917 |
|
|
|
|
|
|
|
|
|
|
Costs and Expenses
|
|
|
|
|
|
|
|
|
General &
Administrative
|
|
|
3,481
|
|
|
|
5,382 |
|
Professional expenses
|
|
|
15,825 |
|
|
|
15,301 |
|
Total Operating Expenses
|
|
|
19,306 |
|
|
|
20,683 |
|
|
|
|
|
|
|
|
|
|
Income from operations before other
income (expenses)
|
|
|
20,464
|
|
|
|
15,234 |
|
Other income
(expenses)
|
|
|
|
|
|
|
|
|
Interest Expense
|
|
|
(5,807 |
)
|
|
|
(6,658 |
)
|
Income before Income Taxes
|
|
|
14,657 |
|
|
|
8,576 |
|
|
|
|
|
|
|
|
|
|
Income Taxes Expense
|
|
|
7,201 |
|
|
|
8,567 |
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$ |
7,456 |
|
|
$ |
9 |
|
|
|
|
|
|
|
|
|
|
Weighted Average number of common shares outstanding
|
|
|
|
|
|
|
|
|
Basic |
|
|
2,292,945 |
|
|
|
2,292,945 |
|
Diluted
|
|
|
2,302,945
|
|
|
|
2,302,945
|
|
|
|
|
|
|
|
|
|
|
Basic Net Income per
Share, 2,292,945 shares outstanding
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
Dilutive Net Income per Share, 2,302,945 shares
fully diluted
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
Other Income
|
|
|
|
|
|
|
|
|
Foreign Currency Translation
Adjustments
|
|
$ |
10,074 |
|
|
|
25,980 |
|
Total Comprehensive Income
|
|
$ |
17,530 |
|
|
$ |
25,989 |
|
See accompanying notes
to the consolidated financial statements.
ADVANCED OXYGEN
TECHNOLOGIES, INC. AND SUBSIDIARY
|
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
|
|
|
|
Preferred Stock
|
|
|
|
|
|
|
Convertible
Series 2,
par value $0.01, $25,000
liquidating Preference
|
|
|
Common
Stock
|
|
|
Additional
Paid In
Capital
|
|
|
Accumulated
Deficit
|
|
|
Other
Comprehensive Income
|
|
|
Total
Stockholders' Equity
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Amount
|
|
|
Amount
|
|
|
Amount
|
|
|
Amount
|
|
Balance at June 30, 2016
|
|
|
5,000 |
|
|
|
50 |
|
|
|
2,292,945 |
|
|
|
22,929 |
|
|
|
20,953,991 |
|
|
|
(20,739,817 |
) |
|
|
27,085 |
|
|
|
264,238 |
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
9 |
|
Foreign
Currency Translation Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,980 |
|
|
|
25,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June
30, 2017
|
|
|
5,000 |
|
|
|
50 |
|
|
|
2,292,945 |
|
|
|
22,929 |
|
|
|
20,953,991 |
|
|
|
(20,739,808 |
) |
|
|
53,065 |
|
|
|
290,227 |
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,456
|
|
|
|
|
|
|
|
7,456
|
|
Foreign
Currency Translation Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,074
|
|
|
|
10,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2018
|
|
|
5,000 |
|
|
|
50 |
|
|
|
2,292,945 |
|
|
|
22,929 |
|
|
|
20,953,991 |
|
|
|
(20,732,352 |
) |
|
|
63,139
|
|
|
|
307,757 |
|
See accompanying notes
to the consolidated financial statements.
ADVANCED OXYGEN
TECHNOLOGIES, INC.
AND SUBSIDIARY
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
|
For the Years Ended
June 30,
|
|
|
|
2018
|
|
|
2017
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
Net income
|
|
$ |
7,456 |
|
|
|
9 |
|
Adjustments to
reconcile net income to net cash
|
|
|
|
|
|
|
|
|
Expenses Paid on behalf of a related party
|
|
|
19,255
|
|
|
|
17,943
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
(655 |
) |
|
|
(1,194 |
) |
Taxes payable
|
|
|
9,443 |
|
|
|
11,277 |
|
Prepaid Expenses
|
|
|
(525 |
) |
|
|
- |
|
Net cash provided by operating activities
|
|
|
34,974 |
|
|
|
28,035 |
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from:
|
|
|
|
|
|
|
|
|
Long Term Debt
|
|
|
- |
|
|
|
- |
|
Proceeds used for:
|
|
|
|
|
|
|
|
|
Repayment of long term and related party debt
|
|
|
(32,907 |
) |
|
|
(25,857 |
) |
Net cash (used in)
financing activities
|
|
|
(32,907 |
) |
|
|
(25,857 |
) |
Change due to FX
Translation
|
|
|
1,017 |
|
|
|
1,983 |
|
NET DECREASE IN
CASH
|
|
|
3,084 |
|
|
|
4,161 |
|
|
|
|
|
|
|
|
|
|
Cash at beginning of year
|
|
$ |
50,331 |
|
|
$ |
46,170 |
|
Cash at end of year
|
|
$ |
53,415 |
|
|
$ |
50,331 |
|
Non Cash Investing and Financing
Activities
|
|
|
|
|
|
|
|
|
Cash paid for Interest
|
|
|
5,807 |
|
|
|
6,658 |
|
See accompanying notes to
the consolidated financial statements.
NOTE 1 -
ORGANIZATION AND LINE OF BUSINESS:
Organization:
Advanced Oxygen Technologies Inc,
("the Company"), was incorporated in Delaware in 1981 under the name Aquanautics
Corporation and was, from 1985 until May 1995, a startup stage
specialty materials company producing new oxygen control
technologies. From May of 1995 through December of 1997 the
Company had minimal operations and was seeking funding for
operations and companies to which it could merge or acquire. In
March of 1998 the Company began operations again in California.
From 1998 through 2000, the business produced and sold CD- ROMS
for conference events, advertisement sales on the CD's, database
management and event marketing all associated with conference
events. From 2000 through March of 2003, the business consisted
solely of database management. From 2003 through April 2005, the
business operations were derived totally from the Company's wholly
owned business, IP Service, ApS, a Danish IP security
vulnerability company ("IP Service"). Since then, business
operations have been solely derived from real estate rentals in
Denmark through its wholly owned subsidiary.
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 the
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 June 30, 2018 and June 30, 2017 there were 10,000 and 10,000, respectively potential dilutive shares and because of the net income, the effect of these potential common shares is dilutive for the period ended June 30, 2018.
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 June 30, 2018 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 the condensed consolidated 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 condensed consolidated 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.
Subsequent Events:
The
Company evaluated subsequent events and transactions for potential
recognition or disclosure in the condensed consolidated financial statements
through the date of issuance.
Recently
Issued Accounting Standards
On January 5, 2017 FASB issued Accounting Standards Update
("ASU") 2017-01, Clarifying the Definition of a Business. This update amended
the definition of a business, which is fundamental to the determination of
whether transactions should be accounted for as acquisitions (or disposals) of
assets or businesses. That distinction impacts how the acquisition is treated in
the financial statements, for instance, whether deal costs are capitalized or
expensed. The primary goal of ASU 2017-01 was to narrow that definition, which
is generally expected to result in fewer transactions qualifying as business
combinations. 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 condensed consolidated financial statements.
In May 2014, the FASB issued ASU
2014-09, "Revenue From Contracts With Customers," which changes the
definitions/criteria used to determine when revenue should be recognized from
being based on risks and rewards to being based on control. Among other changes,
ASU 2014-09 changes the manner in which variable consideration is recognized,
requires recognition of the time value of money when payment terms exceed one
year, provides clarification on accounting for contract costs, and expands
disclosure requirements. ASU 2014-09 is effective for reporting periods
beginning after December 15, 2017. Although the Company will not complete its
final assessment and quantification of the impact of ASU 2014-09 on its
consolidated financial statements until adoption, it expects the adoption to
have no effect on the timing of revenue recognition. The Company is still in the
process of developing an estimate of the impact of the transition adjustment on
its consolidated financial statement.
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 one
customer who is a non related party. For the period ending June
30, 2018 and June 30, 2017 the major customer concentrations
were as follows:
|
|
|
Percent of Sales
for the Period ending June 30,
|
|
Customer
|
|
|
2018
|
|
|
2017
|
|
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 period ending June
30, 2018 the Company recorded an increase in the carrying value of
the Land of $13,120, due to the currency translation difference.
The carrying value of the Land of the Company was as follows:
|
|
Carrying Value of Land at June 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
US
Dollars
|
|
$ |
632,712 |
|
|
$ |
619,592 |
|
NOTE
5 - RELATED PARTY TRANSACTIONS:
Crossfield, Inc., a company of which the CEO, Robert Wolfe is an officer and director, has made advances to the Company which are not collateralized, non-interest bearing, and payable upon demand, however, the Company did not expect to make payment within one year. During the year ended of June 30, 2018, the Company had a balance of $112,255 and was advanced $19,255 and repaid $4,006. During the year ended June 30, 2017, the Company had an ending balance of $96,725 and was advanced $17,943 respectively, from affiliates and officers to meet expenses. The balances were not collateralized, were non-interest bearing and were payable on demand.
NOTE 6 - NOTES PAYABLE:
During2006, 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, 2019, prior to period end and interest waived through the period ending June 30, 2019. Due to the extension, the note is not in default and therefore not convertible as of June 30, 2018. As of June 30,2018, the unpaid balance 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 A/S, with a 7.00% interest rate and 1 year left on the term. The balance on the note as of June 30, 2018 was $0. The Company made principal payments of $10,778 and interest payments of $430. The value of the note reflect the currency adjustments. The paragraph below summarizes the company's commitments going forward.
The Company has a note payable with a bank ("Note B"). The original amount of Note B was kr 1,132,000 Danish Krone (kr). Note B is secured by the subsidiary's real estate, with a 2.00% interest rate and 5.5 years left on the term. The balance on the note as of June 30, 2018 was $99,840. During the period ended June 30, 2018, the Company paid $17,405, in principal payments and $5,378 in interest.
The Company's commitments and contingencies are $257,040 for 2018
and $83,446 for the years 2019 through 2025 with a total of
$226,869. 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.
NOTE 7 - INCOME TAXES:
As of June 30, 2018, the Company had federal and state net operating loss carryforwards of approximately $4,353,794 of which approximately $928,000 may be utilized to offset future taxable income. Section 382 of the Internal Revenue Code imposes substantial restrictions on the utilization of net operating loss and tax credit carryforwards when a change in ownership occurs. No deferred tax debits have been recorded because it is considered unlikely that they will be realized. The loss carryforwards will expire during the fiscal years ended June 30 as follows:
Year
|
|
Amount
|
|
2019
|
|
|
548,000 |
|
2020
|
|
|
351,000 |
|
2021
|
|
|
29,000 |
|
|
|
|
|
|
Total
|
|
$ |
928,000 |
|
The overall effective tax rate differs from
the federal statutory tax rate of 21% due to operating losses and
other deferred assets not providing benefit for income tax
purposes.
A reconciliation of income tax expense at the
federal statutory rate to income tax expense at the Company's
effective rate is as follows at June 30, 2017 and 2018:
|
|
2018
|
|
|
2017
|
|
United States Statutory Income tax
Rate
|
|
|
21 |
% |
|
|
35 |
% |
Increase (Decrease) in rate on income subject to
Danish income tax rates
|
|
|
1 |
% |
|
|
(13 |
)% |
Decrease in rate resulting from
Non-Deductible expenses
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Income Tax Expense
|
|
|
22 |
% |
|
|
22 |
% |
The components of income tax
expense (benefit) from continuing operations for the years ended
June 30, 2018 and 2017 consisted of the following:
Current Tax Expense
|
|
2018
|
|
|
2017
|
|
Danish Income Tax
Expense (Benefit)
|
|
$ |
7,201 |
|
|
$ |
(7,580 |
) |
Federal US Income Tax Expense
(Benefit)
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
- |
|
Deferred
|
|
|
- |
|
|
|
- |
|
Total Income Tax Expense
|
|
$ |
7,201 |
|
|
$ |
(7,580 |
) |
Deferred income tax
expense/(benefit) results primarily from the reversal of temporary
timing differences between tax and financial statement income.
The Company had deferred tax income tax
assets as of June 30, 2018 and 2017 as follows:
|
|
2018
|
|
|
2017
|
|
Net operating loss carryforwards
|
|
$ |
4,353,794 |
|
|
$ |
4,355,360 |
|
|
|
|
|
|
|
|
|
|
Valuation allowance
|
|
|
(4,353,794 |
) |
|
|
(4,355,360 |
) |
Total net deferred tax assets
|
|
$ |
- |
|
|
$ |
- |
|
The
Company has maintained a full valuation allowance against the total deferred tax assets for
all period due to theuncertainty of future utilization.
NOTE
8 - 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 of series 2 convertible 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. Each Series 2 preferred share is convertible into two shares of common stock at the option of the holder.
Series 2 Convertible Preferred Stock:
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. There are 177,000 Series 2 Convertible Preferred shares designated. 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 June 30, 2018, there are 5,000 shares issued, which are convertible into 2 common shares. There are no warrants outstanding that have been issued in connection with these preferred shares.
Series 3 Convertible Preferred Stock:
The Company has designated 1,670,000 shares of series 3 convertible preferred stock with apar value $0.01. 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. There are zero shares issued and outstanding at June 30, 2018.
Series 5 Convertible Preferred Stock:
The Company has designated 1 share of series 5 convertible preferred stock, no par value. There is 1 Series 5 Convertible Preferred shares designated. 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. There are zero shares issued and outstanding at June 30, 2018.
I, Robert Wolfe, certify that:
1. I have reviewed this Yearly Report on Form 10-K for the 12 month period ended June 30, 2018 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: September 26, 2018
I, Robert Wolfe, certify that:
1. I have reviewed this Yearly Report on Form 10-K for the 12 month period ended June 30, 2018 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: September 26, 2018
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 Yearly Report of Advanced Oxygen Technologies, Inc. (the “Company”) on Form 10-K for the 12 month period ended June 30, 2018 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: September 26, 2018
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 Yearly Report of Advanced Oxygen Technologies, Inc. (the “Company”) on Form 10-K for the period ended June 30, 2018 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: September 26, 2018
Exhibit 21: SUBSIDIARIES OF ADVANCED OXYGEN TECHNOLOGIES, INC.
SUBSIDIARIES OF ADVANCED OXYGEN TECHNOLOGIES, INC.
|
Name of Incorporation
|
State and/or Country of Incorporation
|
Percent Ownership
|
Anton Nielsen Vojens, ApS
|
Vojens, Denmark
|
100%
|
|
|
|
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v3.10.0.1
CONSOLIDATED BALANCE SHEETS - USD ($)
|
Jun. 30, 2018 |
Jun. 30, 2017 |
CURRENT ASSETS |
|
|
Cash |
$ 53,415
|
$ 50,331
|
Property Tax Receivable |
1,772
|
1,221
|
Total Current Assets |
55,187
|
51,552
|
FIXED ASSETS |
|
|
Land and buildings |
632,712
|
619,592
|
TOTAL ASSETS |
687,899
|
671,144
|
CURRENT LIABILITIES |
|
|
Accounts Payable |
750
|
1,405
|
Taxes payable |
40,269
|
30,389
|
Note Payable, Current Portion |
143,422
|
153,638
|
Advances From a Related Party |
112,255
|
96,725
|
Total current liabilities |
296,696
|
380,917
|
Notes Payable |
83,446
|
98,760
|
Total Long Term Liabilities |
83,446
|
98,760
|
Total Liabilities |
380,142
|
380,917
|
STOCKHOLDERS' EQUITY- |
|
|
Common stock, par value $0.01; At June 30, 2018 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 |
63,139
|
53,065
|
Accumulated deficit |
(20,732,352)
|
(20,739,808)
|
TOTAL STOCKHOLDERS EQUITY |
307,757
|
290,227
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
687,899
|
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 |
|
|
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|
|
Convertible preferred stock |
|
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v3.10.0.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
|
Jun. 30, 2018 |
Jun. 30, 2017 |
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 |
|
|
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 |
|
|
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 |
|
|
Preferred Stock, shares authorized |
1
|
1
|
Preferred Stock, shares issued |
0
|
0
|
Preferred Stock, shares outstanding |
0
|
0
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.10.0.1
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)
|
12 Months Ended |
Jun. 30, 2018 |
Jun. 30, 2017 |
Revenues |
|
|
Real Estate Rentals |
$ 39,770
|
$ 35,917
|
Total Revenues |
39,770
|
35,917
|
Costs and Expenses |
|
|
General & Administrative |
3,481
|
5,382
|
Professional expenses |
15,825
|
15,301
|
Total Operating Expenses |
19,306
|
20,683
|
Income from operations before other income (expenses) |
20,464
|
15,234
|
Other income (expenses) |
|
|
Interest Expense |
(5,807)
|
(6,658)
|
Income before Income Taxes |
14,657
|
8,576
|
Income Taxes Expense |
7,201
|
8,567
|
NET INCOME |
$ 7,456
|
$ 9
|
Weighted Average number of common shares outstanding |
|
|
Basic |
2,292,945
|
2,292,945
|
Diluted |
2,302,945
|
2,302,945
|
Basic Net Income per Share, 2,292,945 shares outstanding |
$ 0.00
|
$ 0.00
|
Dilutive Net Income per Share, 2,302,945 shares fully diluted |
$ 0.00
|
$ 0.00
|
Other Income |
|
|
Foreign Currency Translation Adjustments |
$ 10,074
|
$ 25,980
|
Total Comprehensive Income |
$ 17,530
|
$ 25,989
|
X |
- DefinitionAmount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
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v3.10.0.1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
|
Convertible Preferred Stock, Series 2 |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Other Comprehensive Income |
Total |
Beginning Balance, Shares at Jun. 30, 2016 |
5,000
|
2,292,945
|
|
|
|
|
Beginning Balance, Amount at Jun. 30, 2016 |
$ 50
|
$ 22,929
|
$ 20,953,991
|
$ (20,739,817)
|
$ 27,085
|
$ 264,238
|
Foreign Currency Translation Adjustment |
|
|
|
|
25,980
|
25,980
|
Net Income |
|
|
|
9
|
|
9
|
Ending Balance, Shares at Jun. 30, 2017 |
5,000
|
2,292,945
|
|
|
|
|
Ending Balance, Amount at Jun. 30, 2017 |
$ 50
|
$ 22,929
|
20,953,991
|
(20,739,808)
|
53,065
|
290,227
|
Foreign Currency Translation Adjustment |
|
|
|
|
10,074
|
10,074
|
Net Income |
|
|
|
7,456
|
|
7,456
|
Ending Balance, Shares at Jun. 30, 2018 |
5,000
|
2,292,945
|
|
|
|
|
Ending Balance, Amount at Jun. 30, 2018 |
$ 50
|
$ 22,929
|
$ 20,953,991
|
$ (20,732,352)
|
$ 63,139
|
$ 307,757
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
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v3.10.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
|
12 Months Ended |
Jun. 30, 2018 |
Jun. 30, 2017 |
Cash flows from operating activities |
|
|
Net income |
$ 7,456
|
$ 9
|
Adjustments to reconcile net income to net cash |
|
|
Expenses Paid on behalf of a related party |
19,255
|
17,943
|
Changes in operating assets and liabilities |
|
|
Accounts Payable |
(655)
|
(1,194)
|
Taxes Payable |
9,443
|
11,277
|
Prepaid Expenses |
(525)
|
|
Net cash provided by (used in) operating activities |
34,974
|
28,035
|
Proceeds From: |
|
|
Long Term Debt |
|
|
Proceeds used for: |
|
|
Repayment of long term and related party debt |
(32,907)
|
(25,857)
|
Net cash (used in) financing activities |
(32,907)
|
(25,857)
|
Change due to FX Translation |
1,017
|
1,983
|
NET DECREASE IN CASH |
3,084
|
4,161
|
Cash at beginning of year |
50,331
|
46,170
|
Cash at end of year |
53,415
|
50,331
|
Non Cash Investing and Financing Activities |
|
|
Cash paid for Interest |
$ 5,807
|
$ 6,658
|
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v3.10.0.1
ORGANIZATION AND LINE OF BUSINESS
|
12 Months Ended |
Jun. 30, 2018 |
Notes to Financial Statements |
|
NOTE 1 - ORGANIZATION AND LINE OF BUSINESS |
Organization:
Advanced
Oxygen Technologies Inc, ("the Company"), was incorporated in Delaware in 1981 under the name Aquanautics Corporation
and was, from 1985 until May 1995, a startup stage specialty materials company producing new oxygen control technologies. From
May of 1995 through December of 1997 the Company had minimal operations and was seeking funding for operations and companies to
which it could merge or acquire. In March of 1998 the Company began operations again in California. From 1998 through 2000, the
business produced and sold CD- ROMS for conference events, advertisement sales on the CD's, database management and event marketing
all associated with conference events. From 2000 through March of 2003, the business consisted solely of database management.
From 2003 through April 2005, the business operations were derived totally from the Company's wholly owned business, IP Service,
ApS, a Danish IP security vulnerability company ("IP Service"). Since then, business operations have been solely derived
from real estate rentals in Denmark through its wholly owned subsidiary.
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.
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- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.
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v3.10.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Jun. 30, 2018 |
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 the 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 June 30, 2018 and June 30, 2017 there were 10,000 and 10,000, respectively
potential dilutive shares and because of the net income, the effect of these potential common shares is dilutive for the period
ended June 30, 2018.
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 June 30, 2018 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 the condensed consolidated 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 condensed consolidated 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.
Subsequent
Events:
The
Company evaluated subsequent events and transactions for potential recognition or disclosure in the condensed consolidated financial
statements through the date of issuance.
Recently
Issued Accounting Standards
On
January 5, 2017 FASB issued Accounting Standards Update ("ASU") 2017-01, Clarifying the Definition of a Business. This
update amended the definition of a business, which is fundamental to the determination of whether transactions should be accounted
for as acquisitions (or disposals) of assets or businesses. That distinction impacts how the acquisition is treated in the financial
statements, for instance, whether deal costs are capitalized or expensed. The primary goal of ASU 2017-01 was to narrow that definition,
which is generally expected to result in fewer transactions qualifying as business combinations. 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 condensed consolidated financial statements.
In
May 2014, the FASB issued ASU 2014-09, "Revenue From Contracts With Customers," which changes the definitions/criteria
used to determine when revenue should be recognized from being based on risks and rewards to being based on control. Among other
changes, ASU 2014-09 changes the manner in which variable consideration is recognized, requires recognition of the time value
of money when payment terms exceed one year, provides clarification on accounting for contract costs, and expands disclosure requirements.
ASU 2014-09 is effective for reporting periods beginning after December 15, 2017. Although the Company will not complete its final
assessment and quantification of the impact of ASU 2014-09 on its consolidated financial statements until adoption, it expects
the adoption to have no effect on the timing of revenue recognition. The Company is still in the process of developing an estimate
of the impact of the transition adjustment on its 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.
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v3.10.0.1
MAJOR CUSTOMER
|
12 Months Ended |
Jun. 30, 2018 |
Notes to Financial Statements |
|
NOTE 3 - MAJOR CUSTOMER |
The
Company's subsidiary, Anton Nielsen Vojens, ApS has sales to one customer who is a non related party. For the period ending June
30, 2018 and June 30, 2017 the major customer concentrations were as follows:
|
|
Percent
of Sales for the Period ending
June 30, |
|
Customer |
|
2018 |
|
|
2017 |
|
Circle K Denmark
A/S, Formerly Statoil A/S |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total Sales from
Major Customers |
|
|
100 |
% |
|
|
100 |
% |
|
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- DefinitionThe entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.
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v3.10.0.1
LAND AND BUILDINGS
|
12 Months Ended |
Jun. 30, 2018 |
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 period ending June
30, 2018 the Company recorded an increase in the carrying value of the Land of $13,120, due to the currency translation difference.
The carrying value of the Land of the Company was as follows:
|
|
Carrying
Value of Land at
June 30, |
|
|
|
2018 |
|
|
2017 |
|
|
|
|
|
|
|
|
US Dollars |
|
$ |
632,712 |
|
|
$ |
619,592 |
|
|
|
|
|
|
|
|
|
|
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v3.10.0.1
RELATED PARTY TRANSACTIONS
|
12 Months Ended |
Jun. 30, 2018 |
Notes to Financial Statements |
|
NOTE 5 - RELATED PARTY TRANSACTIONS |
Crossfield,
Inc., a company of which the CEO, Robert Wolfe is an officer and director, has made advances to the Company which are not collateralized,
non-interest bearing, and payable upon demand, however, the Company did not expect to make payment within one year. During the
year ended of June 30, 2018, the Company had a balance of $112,255 and was advanced $19,255 and repaid $4,006. During the year
ended June 30, 2017, the Company had an ending balance of $96,725 and was advanced $17,943 respectively, from affiliates and officers
to meet expenses. The balances were not collateralized, were non-interest bearing and were payable on demand.
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.10.0.1
NOTES PAYABLE
|
12 Months Ended |
Jun. 30, 2018 |
Notes to Financial Statements |
|
NOTE 6 - NOTES PAYABLE |
During
2006, 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, 2019, prior to period end and interest waived through the period ending June 30, 2019. Due to the
extension, the note is not in default and therefore not convertible as of June 30, 2018. As of June 30,2018, the unpaid
balance 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 A/S, with a 7.00% interest rate and 1
year left on the term. The balance on the note as of June 30, 2018 was $0. The Company made principal payments of $10,778 and
interest payments of $430. The value of the note reflect the currency adjustments. The paragraph below summarizes the company's
commitments going forward.
The
Company has a note payable with a bank ("Note B"). The original amount of Note B was kr 1,132,000 Danish Krone (kr). Note
B is secured by the subsidiary's real estate, with a 2.00% interest rate and 5.5 years left on the term. The balance on the note
as of June 30, 2018 was $99,840. During the period ended June 30, 2018, the Company paid $17,405, in principal payments and $5,378
in interest.
The
Company's commitments and contingencies are $257,040 for 2018 and $83,446 for the years 2019 through 2025 with a total of $226,869.
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.
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v3.10.0.1
INCOME TAXES
|
12 Months Ended |
Jun. 30, 2018 |
Notes to Financial Statements |
|
NOTE 7 - INCOME TAXES |
As
of June 30, 2018, the Company had federal and state net operating loss carryforwards of approximately $4,353,794 of which approximately
$928,000 may be utilized to offset future taxable income. Section 382 of the Internal Revenue Code imposes substantial restrictions
on the utilization of net operating loss and tax credit carryforwards when a change in ownership occurs. No deferred tax debits
have been recorded because it is considered unlikely that they will be realized. The loss carryforwards will expire during the
fiscal years ended June 30 as follows:
Year |
|
Amount |
|
2019 |
|
|
548,000 |
|
2020 |
|
|
351,000 |
|
2021 |
|
|
29,000 |
|
|
|
|
|
|
Total |
|
$ |
928,000 |
|
The
overall effective tax rate differs from the federal statutory tax rate of 21% due to operating losses and other deferred assets
not providing benefit for income tax purposes.
A
reconciliation of income tax expense at the federal statutory rate to income tax expense at the Company's effective rate is as
follows at June 30, 2017 and 2018:
|
|
2018 |
|
|
2017 |
|
United
States Statutory Income tax Rate |
|
|
21 |
% |
|
|
35 |
% |
Increase
(Decrease) in rate on income subject to Danish income tax rates |
|
|
1 |
% |
|
|
(13 |
)% |
Decrease
in rate resulting from Non-Deductible expenses |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Income
Tax Expense |
|
|
22 |
% |
|
|
22 |
% |
The
components of income tax expense (benefit) from continuing operations for the years ended June 30, 2018 and 2017 consisted of
the following:
Current
Tax Expense |
|
2018 |
|
|
2017 |
|
Danish
Income Tax Expense (Benefit) |
|
$ |
7,201 |
|
|
$ |
(7,580 |
) |
Federal
US Income Tax Expense (Benefit) |
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
- |
|
Deferred |
|
|
- |
|
|
|
- |
|
Total
Income Tax Expense |
|
$ |
7,201 |
|
|
$ |
(7,580 |
) |
Deferred
income tax expense/(benefit) results primarily from the reversal of temporary timing differences between tax and financial statement
income.
The
Company had deferred tax income tax assets as of June 30, 2018 and 2017 as follows:
|
|
2018 |
|
|
2017 |
|
Net
operating loss carryforwards |
|
$ |
4,353,794 |
|
|
$ |
4,355,360 |
|
|
|
|
|
|
|
|
|
|
Valuation
allowance |
|
|
(4,353,794 |
) |
|
|
(4,355,360 |
) |
Total
net deferred tax assets |
|
$ |
- |
|
|
$ |
- |
|
The
Company has maintained a full valuation allowance against the total deferred tax assets for all period due to the uncertainty
of future utilization.
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v3.10.0.1
SHAREHOLDERS' EQUITY
|
12 Months Ended |
Jun. 30, 2018 |
Notes to Financial Statements |
|
NOTE 8 - 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:
Series
2 Convertible Preferred Stock:
The
Company is authorized to issue 10,000,000 shares of $0.01 par value of series 2 convertible 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.
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. There are 177,000 Series 2 Convertible Preferred shares designated.
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 June 30, 2018, there are 5,000 shares issued, which are convertible into 2 common shares. There are no warrants outstanding
that have been issued in connection with these preferred shares.
Series
3 Convertible Preferred Stock:
The
Company is authorized to issue 1,670,000 shares of series 3 convertible preferred stock, par value $0.01. There are zero shares
issued and outstanding at June 30, 2018. There are 1,670,000 Series 3 Convertible Preferred shares designated. 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
Company is authorized to issue 1 share of series 5 convertible preferred stock, no par value. There are zero shares issued and
outstanding at June 30, 2018. There is 1 Series 5 Convertible Preferred shares designated. The shares are collectively convertible
to common stock of the Company on March 5, 2004, in an amount equal to the greater of a.)290,000 shares divided by the ten day
closing price, prior to the date of acquisition of IPS, of the Company's common stock as quoted on the national exchange and not
to exceed twenty million shares, or b.) six million shares.
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v3.10.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Jun. 30, 2018 |
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 the 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 June 30, 2018 and June 30, 2017 there were 10,000 and 10,000, respectively
potential dilutive shares and because of the net income, the effect of these potential common shares is dilutive for the period
ended June 30, 2018.
|
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 June 30, 2018 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 the condensed consolidated 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 condensed consolidated 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.
|
Subsequent Events |
The
Company evaluated subsequent events and transactions for potential recognition or disclosure in the condensed consolidated financial
statements through the date of issuance.
|
Recently Issued Accounting Standards |
On
January 5, 2017 FASB issued Accounting Standards Update ("ASU") 2017-01, Clarifying the Definition of a Business. This
update amended the definition of a business, which is fundamental to the determination of whether transactions should be accounted
for as acquisitions (or disposals) of assets or businesses. That distinction impacts how the acquisition is treated in the financial
statements, for instance, whether deal costs are capitalized or expensed. The primary goal of ASU 2017-01 was to narrow that definition,
which is generally expected to result in fewer transactions qualifying as business combinations. 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 condensed consolidated financial statements.
In
May 2014, the FASB issued ASU 2014-09, "Revenue From Contracts With Customers," which changes the definitions/criteria
used to determine when revenue should be recognized from being based on risks and rewards to being based on control. Among other
changes, ASU 2014-09 changes the manner in which variable consideration is recognized, requires recognition of the time value
of money when payment terms exceed one year, provides clarification on accounting for contract costs, and expands disclosure requirements.
ASU 2014-09 is effective for reporting periods beginning after December 15, 2017. Although the Company will not complete its final
assessment and quantification of the impact of ASU 2014-09 on its consolidated financial statements until adoption, it expects
the adoption to have no effect on the timing of revenue recognition. The Company is still in the process of developing an estimate
of the impact of the transition adjustment on its 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.
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v3.10.0.1
MAJOR CUSTOMER (Tables)
|
12 Months Ended |
Jun. 30, 2018 |
Major Customer |
|
Schedules of major customer concentrations |
|
|
Percent
of Sales for the Period ending
June 30, |
|
Customer |
|
2018 |
|
|
2017 |
|
Circle K Denmark
A/S, Formerly Statoil A/S |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total Sales from
Major Customers |
|
|
100 |
% |
|
|
100 |
% |
|
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v3.10.0.1
INCOME TAXES (Tables)
|
12 Months Ended |
Jun. 30, 2018 |
Income Taxes Tables Abstract |
|
Summary of operating loss carryforwards |
Year |
|
Amount |
|
2019 |
|
|
548,000 |
|
2020 |
|
|
351,000 |
|
2021 |
|
|
29,000 |
|
|
|
|
|
|
Total |
|
$ |
928,000 |
|
|
Summary of reconciliation of income tax expense rate |
|
|
2018 |
|
|
2017 |
|
United
States Statutory Income tax Rate |
|
|
21 |
% |
|
|
35 |
% |
Increase
(Decrease) in rate on income subject to Danish income tax rates |
|
|
1 |
% |
|
|
(13 |
)% |
Decrease
in rate resulting from Non-Deductible expenses |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Income
Tax Expense |
|
|
22 |
% |
|
|
22 |
% |
|
Summary of components of income tax expense |
Current
Tax Expense |
|
2018 |
|
|
2017 |
|
Danish
Income Tax Expense (Benefit) |
|
$ |
7,201 |
|
|
$ |
(7,580 |
) |
Federal
US Income Tax Expense (Benefit) |
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
- |
|
Deferred |
|
|
- |
|
|
|
- |
|
Total
Income Tax Expense |
|
$ |
7,201 |
|
|
$ |
(7,580 |
) |
|
Summary of deferred tax income tax assets |
|
|
2018 |
|
|
2017 |
|
Net operating loss carryforwards |
|
$ |
4,353,794 |
|
|
$ |
4,355,360 |
|
|
|
|
|
|
|
|
|
|
Valuation allowance |
|
|
(4,353,794 |
) |
|
|
(4,355,360 |
) |
Total net deferred tax assets |
|
$ |
- |
|
|
$ |
- |
|
|
X |
- DefinitionTabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
|
12 Months Ended |
Jun. 30, 2018 |
Jun. 30, 2017 |
Advances From a Related Party |
$ 112,255
|
$ 96,725
|
Expenses Paid on behalf of a related party |
19,255
|
17,943
|
Affiliates And Officers [Member] |
|
|
Advances From a Related Party |
112,255
|
96,725
|
Expenses Paid on behalf of a related party |
19,255
|
$ 17,943
|
Repayment of related party |
$ 4,006
|
|
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NOTES PAYABLE (Details Narrative)
|
1 Months Ended |
12 Months Ended |
Jun. 30, 2018
USD ($)
|
Jun. 30, 2018
USD ($)
|
Notes Payable |
$ 127,029
|
$ 127,029
|
Commitments and contingencies [Member] |
|
|
2018 |
257,040
|
257,040
|
2019 |
83,446
|
83,446
|
through 2025 |
226,869
|
226,869
|
Note A [Member] |
|
|
Notes Payable |
0
|
0
|
Principal payments |
10,778
|
10,778
|
Interest payments |
430
|
430
|
Note A [Member] | Danish Krone [Member] |
|
|
Notes Payable |
$ 800,000
|
$ 800,000
|
Interest rate on notes payable |
7.00%
|
7.00%
|
Notes payable description |
1 year left on the term
|
|
Note B [Member] |
|
|
Notes Payable |
$ 99,840
|
$ 99,840
|
Principal payments |
17,405
|
17,405
|
Interest payments |
378
|
378
|
Note B [Member] | Danish Krone [Member] |
|
|
Notes Payable |
$ 1,132,000
|
$ 1,132,000
|
Interest rate on notes payable |
2.00%
|
2.00%
|
Notes payable description |
5.5 years left on the term
|
|
Borkwood Development Ltd [Member] |
|
|
Notes Payable |
$ 650,000
|
$ 650,000
|
Interest rate on notes payable |
5.00%
|
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.
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INCOME TAXES (Details 3) - USD ($)
|
Jun. 30, 2018 |
Jun. 30, 2017 |
Income Taxes Details 2Abstract |
|
|
Net operating loss carryforwards |
$ 4,353,794
|
$ 4,355,360
|
Valuation allowance |
(4,353,794)
|
(4,355,360)
|
Total net deferred tax assets |
|
|
X |
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v3.10.0.1
SHAREHOLDERS' EQUITY (Details Narrative) - $ / shares
|
1 Months Ended |
12 Months Ended |
|
|
|
Nov. 30, 1997 |
Jun. 30, 2018 |
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] |
|
|
|
|
|
Preferred Stock, shares issued |
|
0
|
|
|
|
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.
|
|
|
|
Preferred Stock, shares outstanding |
|
0
|
|
|
|
Convertible Preferred Stock, Series 3 |
|
|
|
|
|
Preferred Stock, shares issued |
|
0
|
|
|
|
Preferred Stock, par value |
|
$ 0.01
|
|
|
|
Preferred Stock, shares authorized |
|
1,670,000
|
|
|
|
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.
|
|
|
|
Preferred shares designated |
|
1,670,000
|
|
|
|
Preferred Stock, shares outstanding |
|
0
|
|
|
|
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
|
|
|
|
|
Preferred shares designated |
|
177,000
|
|
|
|
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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