Advanced Oxygen Technologies Inc 10-K for FY2022

Advanced Oxygen Technologies Inc (AOXY)

10-K 2022-09-28 For: 2022-06-30

Added on April 06, 2026

About this 10-K

Advanced Oxygen Technologies Inc filed this 10-K on September 28, 2022, covering the fiscal year ended June 30, 2022 (FY2022).

Headline figures

Fiscal year ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $39.52K; down 4.6% from $41.42K a year earlier
Net income: $56.99K; up 891.9% from net income of $5746 a year earlier
Diluted EPS: $0.02; compared with $0.00 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware	0-9951	91-1143622
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

Title of Class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 Par Value		AOXY		OTC:PINK

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
Emerging Growth Company	☐

		Page
PART I

ITEM 1.	Business		4
ITEM 1A.	Risk Factors		8
ITEM 1B.	Unresolved Staff Comments		11
ITEM 2.	Properties		11
ITEM 3.	Legal Proceedings		11
ITEM 4.	Mine Safety Disclosures		11

PART II

ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		12
ITEM 6.	Selected Financial Data		12
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk		17
ITEM 8.	Condensed Consolidated Financial Statements and Supplementary Data		17
ITEM 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure		17
ITEM 9A.	Controls and Procedures		17
ITEM 9B.	Other Information		18

PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance		19
ITEM 11.	Executive Compensation		20
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		22
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		23
ITEM 14.	Principal Accountant Fees and Services		24

PART IV

ITEM 15.	Exhibits and Financial Statement Schedules		25
	Signatures		26
	Exhibit F: Consolidated Financial Statements and Schedules		F-1

	●	all the risks inherent in the owning, buying, leasing, selling, or developing real estate or the real estate business;

	●	the Company’s absence of significant sales or sales revenues, which make it difficult to predict future performance;

	●	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;

	●	significant competition in the real estate leasing and development business;

	●	the risk that the Company will have difficulties executing its intended business plan;

	●	the risk that the Company’s sole source of revenues may discontinue leasing, become insolvent, or not renew its relationship with the Company;

	●	potential barriers, risks, uncertainties and obstacles to the Company’s business plans;

	●	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

	●	other risks over which we have no control.

	●	increased time, effort and attention of our management to manage our foreign operations;

	●	balance sheet fluctuations.

	●	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;

	●	language barriers and other difficulties in staffing and managing foreign operations;

	●	longer customer payment cycles and greater difficulties in collecting accounts receivable;

	●	uncertainties of laws and enforcement relating to the protection of property;

	●	imposition of or increases in currency exchange controls, including imposition of or increases in limitations on conversion of various currencies into U.S. dollars;

	●	imposition of or increases in revenue, income or earnings taxes and withholding and other taxes;

	●	imposition of or increases in investment or trade restrictions and other restrictions or requirements by non-U.S. Governments;

	●	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

	●	nationalization and other risks, which could result from a change in government or other political, social or economic instability.

	●	diversion of management time and resources;

	●	difficulty of assimilating the operations and personnel of the acquired companies;

	●	potential disruption of our ongoing business;

	●	difficulties in maintaining uniform standards, controls, procedures and policies;

	●	impairment of relationships with employees and customers as a result of any integration of new management personnel; and

	●	potential unknown liabilities associated with acquired businesses

Year ending June 30,	2022		2021
Subsidiary ANV Lease Revenues	$	39,515	$	41,421
Subsidiary Sharx commissions from the sales of cargo security products		—		—
Total	$	39,515	$	41,421

Name	Age		Position	Director Since:
Robert E. Wolfe		59	Chairman of the Board, CEO, and CFO		1997
Lawrence Donofrio		71	Director		2003

Name	Year	Salary		Bonus		Compensation		Awards		Awards		Other

Robert E. Wolfe(1)	2022		—		—		—		—		—		—
	2021						—
	2020		—		—		113,000		—		—		—

Name and Address of Beneficial Owner	No. Shares fully diluted		Percent ownership
Robert E. Wolfe, Randolph, VT, Chairman, CEO, CFO		1,004,500		30.41	%
Hennistone Projects Ltd.2 Eastglade Northwood Middlessex, HA6 3LD UK		588,000		17.80	%
Crossland Ltd. Belize, 60 Market Square, PO Box 364, Belize City, Belize, Central America		315,625		9.56	%
Crossland, ltd. 104B Saffrey Square, Nassau, Bahamas		296,875		8.99
Lawrence Donofrio, San Diego, CA, Director		—		0.00
5% Shareholders Total:		2,205,000		66.76	%

Officers and Directors					%
Robert E. Wolfe, Randolph, VT, Chairman, CEO, CFO		1,004,500		30.41	%
Lawrence Donofrio, San Diego, CA, Director		—		0.00	%
Directors and Officers Total:		1,004,500		30.41	%

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
21.1*		Subsidiaries of Registrant
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

(Registrant): ADVANCED OXYGEN TECHNOLOGIES, INC.

Date: September 27, 2022

By (Signature and Title):

/s/ Robert E. Wolfe
Robert E. Wolfe, CEO & Chairman of the Board

Date: September 27, 2022

By (Signature and title):

/s/ Lawrence Donofrio
Lawrence Donofrio, Director

FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ADVANCED OXYGEN TECHNOLOGIES, INC. AND SUBSIDIARY June 30, 2022

Table of Contents
		Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 3627) for the years ending June 30, 2022 and 2021		F-2

Consolidated Balance Sheets as of June 30, 2022, and 2021		F-3

Consolidated Statements of Operations and Comprehensive Income(Loss) for the years ending June 30, 2022 and 2021		F-4

Consolidated Statements of Stockholders’ Equity for the years ending June 30, 2022 and 2021		F-5

Consolidated Statements of Cash Flows for the years ending June 30, 2022 and 2021		F-6

Notes to Consolidated Financial Statements		F-7

	As of June 30,
	2022			2021
ASSETS
CURRENT ASSETS
Cash	$	94,216		$	49,979
Property tax receivable		1,117			1,274
Total Current Assets		95,333			51,253

Property and equipment		566,856			646,078

TOTAL ASSETS	$	662,189		$	697,331

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	-		$	682
Contract liabilities		2,929			3,340
Taxes payable		51,111			48,108
Current portion of notes payable		16,889			19,250
Advances from a related party		137,583			125,780
Total Current Liabilities		208,512			197,160

Long Term Liabilities
Notes payable, net of current portion		134,008			154,232
Total Long-Term Liabilities		134,008			154,232

Total Liabilities		342,520			351,392

STOCKHOLDERS’ EQUITY-
Convertible preferred stock, Series 2, par value $0.01; authorized 10,000,000 shares; issued and outstanding 5,000 At June 30, 2022 and June 30, 2021		50			50

Convertible preferred stock, Series 3, par value $0.01; authorized 1,670,000 shares, 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, 2022 and June 30, 2021, authorized 60,000,000 shares; issued and outstanding 3,292,945 and 3,292,945 shares, respectively		32,929			32,929

Additional paid-in capital		21,057,116			21,057,116

Accumulated other comprehensive income (loss)		(5,820	)		77,442

Accumulated deficit		(20,764,606	)		(20,821,598	)

TOTAL STOCKHOLDERS’ EQUITY		319,669			345,939
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	662,189		$	697,331

	For the Years ended June 30,
	2022			2021
Revenues
Rent Revenues	$	39,515		$	41,421
Total Revenues		39,515			41,421

Operating Expenses
General and Administrative		7,336			8,646
Professional fees		19,100			16,100
Total Operating Expenses		26,436			24,746

Income (Loss) from operations		13,079			16,675
Other income (expenses)
Interest (Expense)		(1,940	)		(2,684	)
Gain on Tax Settlement		53,902			-
Total Other Income (Expenses)		51,962			(2,684	)

Income before Income Taxes		65,041			13,991
Income Taxes Expense		8,049			8,245

NET INCOME(LOSS)	$	56,992		$	5,746

Weighted Average number of common shares outstanding
Basic		3,292,945			3,292,945
Diluted		3,302,945			3,302,945

Basic earnings per Share	$	0.02		$	0.00
Dilutive earnings per Share	$	0.02		$	0.00

OTHER COMPREHENSIVE INCOME (LOSS)
NET INCOME		56,992			5,746
Foreign Currency Translation Adjustments	$	(83,262	)		34,216
TOTAL COMPREHENSIVE INCOME (LOSS)	$	(26,270	)	$	39,962

	Preferred Stock Convertible Series 2				Common Stock				Additional Paid In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (loss)			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Amount		Amount			Amount			Amount
Balance at June 30, 2020		5,000	$	50		3,292,945	$	32,929	$	21,057,116	$	(20,827,344	)	$	43,226		$	305,977
Foreign Currency Translation Adjustment		—		—		—		—		—		—			34,216			34,216
Net Income		—		—		—		—				5,746			—			5,746
Balance at June 30, 2021		5,000		50		3,292,945		32,929		21,057,116		(20,821,598	)		77,442			345,939

Foreign Currency Translation Adjustment		—		—		—		—		—		—			(83,262	)		(83,262	)
Net Income												56,992						56,992
Balance at June 30, 2022		5,000	$	50		3,292,945	$	32,929	$	21,057,116	$	(20,764,606	)	$	(5,820	)	$	319,669

	Year Ended June 30,
Revenue Type	2022		2021
Real Estate Rental	$	39,515	$	41,421
Commission Revenues		—		—
Total Sales by Revenue Type	$	39,515	$	41,421

	Geographic Regions for the Twelve Months Ended June 30,
Revenue Type	2022		2021
International	$	39,515	$	41,421
Domestic		—		—
Total Sales by Geographic Location	$	39,515	$	41,421

	Carrying Value of Land at June 30,
	2022		2021

US Dollars	$	566,856	$	646,078

	2022			2021
United States Statutory Income tax Rate		21	%		21	%
Increase (Decrease) in rate on income subject to Danish income tax rates		1	%		1	%
Decrease in rate resulting from Non-Deductible expenses		—			—

Income Tax Expense		22	%		22	%

Current Tax Expense	2022		2021
Danish Income Tax Expense (Benefit)	$	8,049	$	8,245
Federal US Income Tax Expense (Benefit)
Current		—		—
Deferred		—		—
Total Income Tax Expense	$	8,049	$	8,245

	2022			2021
Net operating loss carryforwards	$	4,363,579		$	4,373,509

Valuation allowance		(4,363,579	)		(4,373,509	)
Total net deferred tax assets	$	—		$	—

	●	The ANV lease segment which leases land in Denmark by long term leases.
	●	The Sharx’s segment which generate commissions for the sale cargo security products.
	●	The Corporate segment, Advanced Oxygen Technologies, Inc. which does not generate revenues, but has administrative expenses.

Year Ending June 30:	2022		2021
Net Sales
United States	$	—	$	—
Denmark		39,515		41,421
Total	$	39,515	$	41,421

Long-Lived Assets
United States	$	—	$	—
Denmark		566,856		646,078
Total	$	566,856	$	646,078

Year Ended June 30, 2022
	ANV			Sharx			Corporate			Total

Net sales	$	39,515		$	—		$	—		$	39,515
Operating income (loss)		38,528			(2,354	)		(23,095	)		13,079
Interest expense		(1,940	)		—			—			(1,940	)
Goodwill		-			-			-			-
Depreciation and amortization		—			—			—			—
Total assets	$	659,627		$	2,412		$	150		$	662,189

Year Ended June 30, 2021
	ANV			Sharx			Corporate			Total

Net sales	$	41,421		$	—		$	—		$	41,421
Operating (loss) income		40,160			(1,601	)		(21,884	)		16,675
Interest expense		(2,684	)		—			—			(2,684	)
Goodwill		-			-			-			-
Depreciation and amortization		—			—			—			—
Total assets	$	691,303		$	5,878		$	150		$	697,331

SUBSIDIARIES OF ADVANCED OXYGEN TECHNOLOGIES, INC.

Name of Incorporation	State and/or Country of Incorporation	Percent Ownership
Anton Nielsen Vojens, ApS	Vojens, Denmark	100%
Sharx, Inc.	WY, USA	100%
Sharx DK, ApS	Arhus, Denmark	100%

1.	I have reviewed this Annual Report on Form 10-K for the 12 month period ended June 30, 2022 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

	(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.

Date: September 27, 2022	By:	/s/ Robert Wolfe
		Robert Wolfe
		Chief Executive Officer

	(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.