ADVANCED OXYGEN TECHNOLOGIES INC - Quarter Report: 2018 March (Form 10-Q)

March 31, 2018 10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(Mark One)


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

For the quarterly period ended: March 31, 2018
Or

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

For the transition period from: _____________ to _____________

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ADVANCED OXYGEN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

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

(Address of Principal Executive Offices) (Zip Code)

(212) 727-7085

(Registrant’s telephone number, including area code)

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or Section 15(d) of the Act. Yes o No þ Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K(§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No þ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "an accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer	o	Accelerated Filer	o
Non Accelerated Filer	o	Smaller Reporting Company	þ
Emerging Growth Company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Check one: Yes o No þ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date: As of May 8, 2018, there were 2,292,945 issued and outstanding shares of the registrant's Common Stock, $.01 par value. Documents incorporated by reference: None.

ADVANCED OXYGEN TECHNOLOGIES, INC.

Table of Contents

		INDEX
PART I
	Item I: Financial Statements (unaudited)		Page
		Condensed Consolidated Balance Sheet as of March 31, 2018 (unaudited) and June 30, 2017	1
		Condensed Consolidated Statement of Operations and Other Comprehensive Income (Loss) for the three months and nine months ended March 31, 2018 and March 31, 2017 (unaudited)	3
		Condensed Consolidated Statement of Cash Flow for the nine months ended March 31, 2018 and March 31, 2017 (unaudited)	4
		Notes to the Condensed Consolidated Financial Statements	5
			6
	Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations		11
	Item 3: Quantitative and Qualitative Disclosures about Market Risk		16
	Item 4: Controls and Procedures		16
PART II
	Item 1: Legal Proceedings		18
	Item 2: Unregistered Sales of Equity Securities and Use of Proceeds		18
	Item 3: Defaults Upon Senior Securities		18
	Item 4: Mine Safety Disclosures		18
	Item 5: Other Information		18
	Item 6. Exhibits and Reports on Form 8-K		18
Signature			19
EXHIBIT 31.1, 31.2 Certifications of Officers			EX 31
EXHIBIT 32.1, 32.2 Certifications of Officers			EX 32
EXHIBIT 101.INS XBRL Instance			EX 101.INS
EXHIBIT 101.SCH XBRL Taxonomy Extension Schema Document			EX 101.SCH
EXHIBIT 101.CAL XBRL Taxonomy Extension Calculation Document			EX 101.CAL
EXHIBIT 101.DEF XBRL Taxonomy Extension Definition Document			EX 101.DEF
EXHIBIT 101.LAB XBRL Taxonomy Extension Labels Document			EX 101.LAB
EXHIBIT 101.PRE XBRL Taxonomy Extension Presentation Document			EX 101.PRE

PART 1: FINANCIAL INFORMATION

Item I: Condensed Consolidated Financial Statements for the nine months ending March 31, 2018 (unaudited).

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


	March 31, 2018			June 30, 2017
ASSETS	(unaudited)

CURRENT ASSETS
Cash	$	52,598		$	50,331
Prepaid expenses		525			-
Property tax receivable		1,324			1,221
Total current assets		54,447			51,552

FIXED ASSETS
Land		671,684			619,592
TOTAL ASSETS	$	726,131		$	671,144

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	224		$	1,405
Taxes payable		38,277			30,389
Note payable, current portion		146,866			153,638
Advances from a related party		110,343			96,725
Total current liabilities		295,710			282,157

Notes Payable		93,240			98,760

Total Long Term Liabilities		93,240			98,760

TOTAL LIABILITIES		388,950			380,917

STOCKHOLDERS' EQUITY-
Convertible preferred stock, Series 2, par value $0.01; authorized 10,000,000 shares; issued and outstanding 5,000 At March 31, 2018 and June 30, 2017		50			50

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

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

Common stock, par value $0.01; At March 31, 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		95,993			53,065

Accumulated deficit		(20,735,782	)		(20,739,808	)

TOTAL STOCKHOLDERS EQUITY		337,181			290,227
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY	$	726,131		$	671,144

See accompanying notes to condensed consolidated financial statements.

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ADVANCED OXYGEN TECHNOLOGIES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS) (Unaudited)

	For the three months ended March 31,						For the nine months ended March 31,
	2018			2017			2018			2017
Revenues

Real Estate Rentals	$	10,215		$	8,806		$	29,849		$	26,792

Total Revenues		10,215			8,806			29,849			26,792

Costs and Expenses
General & Administrative		1,183			2,158			4,393			5,785
Professional expenses		2,000			2,000			11,500			14,023

Total Operating Expenses		3,183			4,158			15,893			19,808

Income (Loss) from operations before other income (expenses)		7,032			4,648			13,956			6,984
Other income (expenses)
Interest Expense		(1,454	)		(1,551	)		(4,550	)		(5,027	)
Income before Income Taxes		5,578			3,097			9,406			1,957

Income Taxes Expense (Benefit)		1,892			1,059			5,380			4,298

NET INCOME	$	3,686		$	2,038		$	4,026		$	(2,341	)
						)
Weighted average number of common shares outstanding		2,292,945			2,292,945			2,292,945			2,292,945
Dilutive average weighted number of common shares		2,302,945			2,302,945			2,302,945			2,292,945
Basic Net Income per Share	$	0.0016		$	0.0009		$	0.0018		$	(0.0010	)
Dilutive Net Income per Share	$	0.0016		$	0.0009		$	0.0018		$	(0.0010	)

COMPREHENSIVE INCOME
Other Income (Loss)
Translation Adjustments	$	16,557		$	6,159		$	42,928		$	(5,480	)
Total Comprehensive Income	$	20,243		$	8,197		$	46,954		$	(7,821	)

See accompanying notes to condensed consolidated financial statements.

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ADVANCED OXYGEN TECHNOLOGIES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	For the Nine Months Ended March 31,
	2018			2017
Cash flows from operating activities
Net income	$	4,026		$	(2,341	)
Adjustments to reconcile net income to net cash
Expenses paid for a related party		16,755			-
Changes in operating assets and liabilities
Prepaid Expenses		(525	)		-
Accounts payable		(1,181	)		(300	)
Taxes payable		5,139			4,757
Net cash provided by (used in) operating activities		24,214			2,116

Cash flow from financing activities:
Proceeds used for :
Repayment of related party advances		(4,097	)		17,442
Repayment of Long Term Debt		(21,998	)		(19,265	)
Net cash provided by financing activities		(26,095	)		(1,823	)

Change due to FX Translation		4,148			(1,005	)

Net Decrease in Cash		2,267			(712	)


Cash at beginning of the period	$	50,331		$	46,170
Cash at end of period	$	52,598		$	45,458

Non Cash Investing and Financing Activities
Cash paid for Interest		4,550			5,027

See accompanying notes to condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1- ORGANIZATION AND LINE OF BUSINESS

Organization and Basis of Presentation:

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

The results of operations for the nine months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ending June 30, 2018. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the years ended June 30, 2017 and 2016 included in Form 10-K filed with the SEC.

Lines of Business:

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Revenue recognition of rental income:

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

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

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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 March 31, 2018 and March 31, 2017 there were 10,000 and 10,000 potential dilutive shares that need to be considered as common share equivalents. Because of the net loss at March 31, 2017, the effect of these potential common shares is anti-dilutive for the nine month period ending March 31, 2017.

Cash and Cash Equivalents:

For purposes of the statement of cash flows, the Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents.

The Company maintains its cash in bank deposit accounts which, at March 31, 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 financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

Concentrations of Credit Risk:

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

Reclassification:

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

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Recently Issued Accounting Standards:

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 consolidated financial statements.

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

NOTE 3 - MAJOR CUSTOMER:

The Company's subsidiary, Anton Nielsen Vojens, ApS has sales to major customers who were non related parties. For the period ending March 31, 2018, and March 31, 2018 the major customer concentrations were as follows:

	Percent of Sales for the Period ending March 31,
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 nine month period ending March 31, 2018 the Company recorded an increase in the carrying value of the Land of $52,092 due to the currency translation difference. The carrying value of the Land of the Company was as follows:

	Carrying Value of Land at
	March 31, 2018		June 30, 2017

US Dollars	$	671,684	$	619,592

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NOTE 5 - RELATED PARTY TRANSACTIONS:

Advances payable to Crossfields, Inc., a company that the CEO, Robert Wolfe is an officer and director, which are not collateralized, non-interest bearing, and payable upon demand, however, the Company did not expect to make payment within one year. During the nine month period ended March 31, 2018 and March 31, 2017 the Company had a balance of $110,343 and was advanced $16,755 and had a balance of $95,391 and was advanced $17,443 respectively, to meet expenses.

NOTE 6 - NOTES PAYABLE:

The Company issued a promissory note ("Note") for $650,000, payable to the Borkwood Development Ltd, a previous shareholder of the Company ("Seller"), payable and amortized monthly and carrying an interest at 5% per year. The Company has the right to prepay the note at any time with a notice of 14 days. To secure the payment of principal and interest the Sellers will receive a perfect lien and security interest in the Shares in the company ANV until the note with accrued interest is paid in full., and, 2) In the case that the Note has not been repaid within 12 months from the day of closing the Sellers have the right to convert the debt to common stock of Advanced Oxygen Technologies, Inc. in an amount of non diluted shares calculated on the conversion Date, equal to the lesser of : a) Six hundred and Fifty thousand (650,000) or the Purchase Price minus the principal payments made by the buyer, whichever is greater, divided by the previous ten day closing price of AOXY as quoted on the national exchange, or b) Fifteen million shares, whichever is lesser. The Note has been extended until July 1, 2018 and interest waived through the period ending July 1, 2018. The balance on the note as of March 31, 2018 and June 30, 2017 was $127,029.

The Company has a note payable with a bank. The original amount of the note was kr 800,000 Danish Krone (kr) ("Note A"). The note is secured by the revenues of the lease with Circle K Denmark A/S, formerly Statoil, with a 7.00% interest rate and 0.25 years left on the term. The balance on the note as of March 31, 2018 was $2,338. The Company made principal payments of $9,104 and interest payments of $1,027. The value of the note reflect the currency adjustments.

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 5.75 years left on the term. The balance on the note as of March 31, 2018 was $110,644. During the period ended March 31, 2018, the Company paid $13,823 in principal payments and $4,115 in interest.

The Company's commitments and contingencies are $146,866 for 2018 and $93,240 for the years 2019 through 2025 with a total of $240,106. The amounts stated reflect the Company's commitments in the currencies that those commitments were made and the amounts are an estimate of what the US dollar amount would be if the currency rates did not change going forward.

The Company has minimum yearly bank payments of $7,642 for the next quarter year, and $17,404 thereafter for another 5 years.

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

NOTE 7 - SHAREHOLDERS' EQUITY:

Common Stock:

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

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Preferred Stock:

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

Series 2 Convertible Preferred Stock:

Each Series 2 preferred share is convertible into two shares of common stock at the option of the holder. Each Series 2 preferred share also includes one warrant to purchase two common shares for $5.00. The warrants are exercisable over a three-year period. In the event of the liquidation of the Company, holders of Series 2 preferred stock would be entitled to receive $5.00 per share, plus any unpaid dividends declared on the Series 2 preferred stock from the funds remaining after the Company's creditors, including directors, have been paid. There have been no dividends declared. During November 1997, 172,000 shares of Series 2 preferred stock were converted into 344,000 shares of the Company's common stock. As of March 31, 2018, there were 5,000 shares issued, which are convertible into 2 common shares. There are no warrants outstanding that have been issued in connection with the preferred shares.

Series 3 Convertible Preferred Stock:

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

Series 5 Convertible Preferred Stock:

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

NOTE 8 - SUBSEQUENT EVENTS:

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

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

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

FORWARD LOOKING STATEMENTS:

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

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDING MARCH 31, 2018 COMPARED TO 2017:

Revenues: Revenues from operations for the three month period ending March 31, 2018 and March 31, 2017 were $10,215 and $8,806 respectively, and the revenues from operations for the nine month period ending March 31, 2018 and March 31, 2017 were $29,849 and $26,792 respectively. They were attributable to operations of the Company's wholly owned subsidiary Anton Nielsen Vojens. The fluctuation was due to currency fluctuations.

Selling, general and administrative expenses: G&A expenses for the three month period ending March 31, 2018 and March 31, 2017 were $1,183 and $2,158 respectively and the G&A expenses for the nine month period ending March 31, 2018 and March 31, 2017 were $4,393 and $5,785 respectively. Professional fees for the three month period ending March 31, 2018 and March 31, 2017 were $2,000 and $2,000 and the expenses for the nine month period ending March 31, 2018 and March 31, 2017 were $11,500 and $14,023. The 2017 expenses are mainly attributable to the engagement of new auditors.

Interest expense: Interest expense for the three month period ending March 31, 2018 and March 31, 20167 was $1,454 and $1,551 respectively. Interest expense for the nine month period ending March 31, 2018 and March 31, 2017 was $4,550 and $5,027 respectively. Interest expenses for 2017 are lower primarily due to the currency fluctuations and the reduction of debt.

Net income (loss) attributed to common stockholders: Net income (loss) attributed to common stockholders was $3,686 or $0.0016 per share for the three month period ending March 31, 2018 as compared to $2,038 or $0.0009 per share for March 31, 2017. Net income (loss) attributed to common stockholders was $4,026 or $0.0018 per share for the nine month period ending March 31, 2018 as compared to $(2,341) or $(0.0010) per share for March 31, 2017. The fluctuations are mainly attributable to professional fees and currency fluctuations.

Liquidity and capital resources: At March 31, 2018 and June 30, 2017, the Company had cash and cash equivalents of $52,598 and $50,331 respectively. At March 31, 2018 and June 30, 2017, the Company had a working capital deficit of $241,263 and $230,605 respectively. The change in cash is primarily associated with currency fluctuations, and the decrease in the working capital deficit is primarily due to payment of debt and normal operations.

Net cash provided from (used for) operating activities for nine month period ending March 31, 2018 and March 31, 2017 was $24,214 and $2,116, respectively. The net cash used by operating activities was primarily due to the operations of ANV and the payment of ANV taxes.

Net cash provided from (used for) financing activities for nine months period ending March 31, 2018 and March 31, 2017 was $(26,095) and $(1,823) respectively. Net cash provided from or used for financing activities for both periods is related to the company's borrowings from banks, officers and directors, and the repayment of debt.

OFF BALANCE SHEET ARRANGEMENTS:

We do not currently have any off balance sheet arrangements.

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ACQUISITION EFFORTS:

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

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk:

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

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer who is also our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Acting Chief Financial Officer concluded as of March 31, 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.

During the nine month period ended March 31, 2018, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

PART II

ITEM 1: LEGAL PROCEEDINGS

During the period ending March 31, 2018, there were pending or threatened legal actions as follows: None

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

During the 9 month period ending March 31, 2018, the Company filed no reports on Form 8-K.

Exhibit Number		Description of the Document
3.1		Certificate of Incorporation as Amended and filed with the Secretary of State of Delaware effective on December 5, 2014(1)
3.2		Bylaws.(1)
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

(1)

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

SIGNATURE

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

Date: May 8, 2018

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