U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998
Commission file number 0-9951
ADVANCED OXYGEN TECHNOLOGIES, INC.
(Name of small business Issuer in its charter)
Delaware 91-1143622
(State of incorporation) (I.R.S. Employer Identification
No.)
c/o Crossfield Inc
230 Park Avenue, Suite 1000
New York, NY 10169
(Address of principal executive offices) (Zip Code)
212-808-3061
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.01 per share
Check whether the Issuer (1) has filed all reports required to be
filed by
Section 13 or 15(d) of the Securities Exchange Act 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 ______
-------
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure
will 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-KSB or any amendment to this form 10-KSB. [ x ]
For the year ended June 30, 1998, Issuer's revenues were $_______________
The aggregate market value of Common Stock at June 30, 1998
held by non-affiliates approximated $1,053,787 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, 1998, there were 29,640,252 issued and outstanding
shares of the registrant's Common Stock, $.01 par value.
Transitional Small Business Disclosure Format (check one):
Yes ___ No X
ADVANCED OXYGEN TECHNOLOGIES, INC.
FORM 10-KSB
FOR THE FISCAL YEAR ENDED
JUNE 30, 1998
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 1- DESCRIPTION OF BUSINESS . . . . . . . . . . . . . 4
The Patent Sale and Cessation of Business. . . . . . . . . 4
Stock Acquisition Agreement, 12/18/97. . . . . . . . . . . 5
Purchase Agreement, 12/18/97 . . . . . . . . . . . . . . . 5
Waiver Agreement, 12/18/97 . . . . . . . . . . . . . . . . 6
Change of Directors. . . . . . . . . . . . . . . . . . . . 6
Trust Agreement, 12/18/97. . . . . . . . . . . . . . . . . 7
Acquisition Or Disposition Of Assets, March 09, 1998.. . . 7
Employees. . . . . . . . . . . . . . . . . . . . . . . . . 7
ITEM 2. DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . 8
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS . . .8
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . 8
ITEM 5. MARKET OF REGISTRANT'S COMMON EQUITY
AND RELATED
STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . 8
ITEM 6. PLAN OF OPERATION.. . . . . . . . . . . . . . . . 9
Business Plan. . . . . . . . . . . . . . . . . . . . . . . 9
Client and Industry Representation . . . . . . . . . . . . 9
Y2K (Year 2000 Problem). . . . . . . . . . . . . . . . . . 9
ITEM 7. FINANCIAL STATEMENTS. . . . . . . . . . . . . . .10
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.. . . . . . . . . . . . . . . . .10
PART III . . . . . . . . . . . . . . . . . . . . . . . . .10
ITEM 9. DIRECTORS AND OFFICERS OF THE REGISTRANT . . . . .10
ITEM 10. EXECUTIVE COMPENSATION. . . . . . . . . . . . . .11
Executive Compensation . . . . . . . . . . . . . . . . . .11
Option Grants During 1998; Value of Options at Year-End. .12
Compensation Committee Report. . . . . . . . . . . . . . .12
Board of Directors' Compensation . . . . . . . . . . . . .14
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT. . . . . . . . . . . . . . . . . . . . . .15
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED . . . . . . . .16
ITEM 13. EXHIBITS AND REPORTS ON FORMS 8-K. . . . . . . .16
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . .16
Reports on Form 8-K. . . . . . . . . . . . . . . . . . . .17
PART I
ITEM 1- DESCRIPTION OF BUSINESS
THE PATENT SALE AND CESSATION OF BUSINESS
Advanced Oxygen Technologies, Inc. ("Advanced Oxygen
Technologies",
"AOXY", "AOT" or the "Company"), incorporated in Delaware
in 1981 under the
name Aquanautics Corporation, was, from 1985 until May
1995, a development
stage specialty materials company producing new oxygen
control technologies.
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 as described below. Of the
cash, $100,000
was paid to the Company prior to the closing and used to cover
the Patent Sale's
transactional costs and to preserve the Patent Rights. The
remaining $235,000
was paid at the closing of the sale of the Patent Rights (the
"Patent Sale").
In addition to the $335,000, the Company was to receive a
royalty until April
30, 2007 of two percent (2%) of the net sales price of (a) all
products sold by
Grace that include as a component, material that absorbs, bars,
climinates, extracts
and/or concentrates oxygen that, but for the purchase of the
Patents Rights, would
fringe the Patents Rights, and (b) any mixture or compound
(other than a finished
product) which includes as a component material that absorbs,
bars, climinates,
extracts and/or concentrates oxygen that, but for the purchase of
the Patent Rights,
would infringe the Patent Rights. If Grace Licenses the Patent
Rights during the
first three years after the Closing to a third party (other than a
Grace
affiliate), the
Company will receive 50% of the royalties received by Grace
form such third
party but will not receive the 2% royalty on either products or
material sold
by or
to that third party.
The Company has agreed to indemnify Grace for any out of
pocket costs
incurred because of claims, litigation, arbitration or other
proceedings (a) relating
to the validity or ownership of the Patent Rights, (b) any
infringement by the
Patent Rights of any other patent or trademark owned by a third
party, (c) any
breach by Company of its representations, warranties, covenants
in the Purchase
Agreement or (d) arising from any state of affairs existing at
Closing which was
not disclosed by the company to Grace. If in any one year
Grace incurs costs
covered by this indemnity, the indemnity is for all such costs up
to $75,000 and
for 50% of such costs over $75,000. Amounts due Grace under
the indemnity
would be paid by withholding royalties form Company.
In August 1994, in order to retain senior management, the
Company agreed to
pay Mr. Kopetz, Ms. Castle, and David Overmyer, the
Company's then controller,
a bonus if the Company successfully completed a sale of the
Company or its
technology by May 31, 1995. The bonus was equal to 5% of
the first million
dollars of the gross proceeds from such sale, 4% of the next
million dollars of
such gross proceeds, 3% of the third million, 2% of the fourth
million and 1% of
all amounts received from the sale of over $4 million. This
bonus was shared
equally by Mr. Kopetz, Ms. Castle, and David Overmeyer.
Upon the Closing,
they received an aggregate of $16,750, or $5,583.33 each.
In addition, certain of the directors advanced $275,000 to the
Company in
August 1994 (the "Directors Loans"). None of these advances
has been repaid.
They will be repaid from the royalties, if any.
The Board retained for the Company $57,000 from the
proceeds of the Patent
Sale so that the Company could exist for a period of time to
allow it to
search for
and negotiate with possible acquires of the corporate shell
and/or its net operating
loss carry forwards.
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 # OF SHARES %
Robert E. Wolfe 50,000 shares 0.17%
Triton-International 375,000 shares 1.26%
Crossland, Ltd. (Belize)6,312,500 shares 21.30%
Crossland, Ltd. 5,937,500 shares 20.03%
Coastal Oil, Ltd. 5,937,500 shares 20.03%
Eastern Star, Ltd. 5,937,500 shares 20.03%
The 23,750,000 shares of AOXY common stock sold by
AOXY as of
December 18, 1997 to Crossland, Eastern, Coastal and CLB
pursuant to the Stock
Acquisition Agreement (the "Regulation S Shares") have not
been registered
under the Securities Act of 1933, as amended, in reliance on the
exemption from
registration provided by Rule 903(c)(2) of Regulation S.
Consideration for the
Regulation S Shares consisted of $60,000 cash and consulting
services rendered
valued at $177,500.
Each of the purchasers of the Regulation S Shares (a
"Buyer") has
represented to AOXY that (I) it is not a "U.S. Person" as that
term is defined in
Rule 902 (o) of Regulation S; (ii) the sale of the Regulation S
Shares was taking
place outside of the United States; (iii) no offer was made in the
United States;
(iv) it was purchasing the Regulation S Shares for its own
account and not as a
nominee or for the account of any other person or entity; (v) it
had no
intention to
sell or distribute the shares except in accordance with
Regulation S; (vi) it agreed
that it would not transfer Regulation S Shares to a U.S. Person
before the
41st day
from the date the Buyer purchased the Regulation S Shares.
AOXY represented to the Buyers that it had not conducted
any "directed
selling effort" as defined in Regulation S, and that it had filed
all reports required
to be filed under the Securities Exchange Act of 1934 during
the preceding twelve
months.
WAIVER AGREEMENT, 12/18/97
Pursuant to a Waiver Agreement dated as of December
18, 1997,
Emile Battat, Richard Jacobsen, each directors of AOXY prior
to the
Transactions, Sharon Castle, a former officer of AOXY, and
ETPII released
AOXY from any liability for repayment of an aggregate of
$275,000 of loans plus
all interest due thereon previously made by them to AOXY in
consideration of an
aggregate amount of $60,000 cash paid to them pro rata in
proportion to their
individual loans outstanding by CLB, Triton and Robert E.
Wolfe.
The source of funds for the Transactions was working
capital and
personal funds. To the knowledge of the registrant, no
arrangements exist which
might subsequently result in a change in control of the
registrant.
CHANGE OF DIRECTORS
All of the directors and officers of AOXY resigned in
connection with the
Transactions on December 18, 1997. Robert E. Wolfe and
Joseph N. Noll were
elected as directors and Mr. Wolfe was appointed president.
TRUST AGREEMENT, 12/18/97
On December 18, 1997, pursuant to a Trust Agreement dated
as of
November 7, 1997 and an Assignment and Assumption
Agreement dated as of
November 8, 1997, certain royalty rights associated with Grace
and liabilities
related to technology AOXY sold to a third party in 1995 were
transferred to a
trust for the benefit of the AOXY shareholders of record at that
date. No royalties
had been paid or become due with respect to the rights
transferred to the Trust,
and no value was assigned to such rights on the books of
AOXY.
ACQUISITION OR DISPOSITION OF ASSETS, MARCH 09,
1998.
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 Company intends to
employ the assets
purchased from IMA for the purposes of Database Management
Services.
The purchase price consisted of delivery at closing by the
Company of a
$10,000 down payment, a Promissory Note in the amount of
$550,000 payable to
IMA periodically, with final payment due on April
10, 2000 and accruing compounded interest at a rate of nine
percent (9%) per
annum, and 1,670,000 shares of convertible, preferred stock, par
value $.01 per
share, of the Company (the "Preferred Stock"). The Preferred
Stock is automatically convertible into shares of the Company's
common stock,
par value $.01 per shares (the "Common Stock"), on March 2,
2000, at a
conversion rate which will depend on the average closing price
of the
Common Stock for a specified period prior thereto. The
purchase price was
determined based on the fair market value of the purchased
assets. The down
payment portion of the purchase price was drawn from cash
reserves of the
Company, and the cash required for payments due under the
Promissory Note will
be generated by future revenues from the Company's business.
EMPLOYEES
The Company has a two year employment contract with two
key
employees. Total number of employees as of 6/30/98 was 12.
ITEM 2. DESCRIPTION OF PROPERTY
The assets of the Company consist primarily of furniture,
fixtures,
equipment, computers, servers, software and databases.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal
proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY
HOLDERS
There were no submissions of matters for a vote to the
security holders.
PART II
ITEM 5. MARKET OF REGISTRANT'S COMMON EQUITY
AND
RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on the
Over-The-Counter
Bulletin Board. 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, 1997 High Low
First Quarter 0.01 0.01
Second Quarter 0.01 0.01
Third Quarter 0.01 0.01
Fourth Quarter 0.01 0.01
Fiscal Year Ended June 30, 1998 High Low
First Quarter 0.07 0.010
Second quarter 0.02 0.005
Third Quarter 0.09 0.015
Fourth Quarter 0.23 0.055
At September 30, 1998, the closing bid price of the Company's
Common Stock as
reported by the
National Quotation Bureau, Inc, was $0.045.
ITEM 6. PLAN OF OPERATION.
BUSINESS PLAN
The Company currently has two locations. The location in
New York is
the headquarters for the Company and is the location for most
of the
administrative operations and through June 30, 1998 was
offered to the Company
on a month to month basis at no cost from Crossfield, Inc.
Robert E. Wolfe is
president of Crossfield, Inc. The location in Santa Clarita, CA
is the
location for
most of the operations. The Company is currently looking to
rent space office
space in the Santa Clarita, CA area. The Company currently
has four areas of
concentration: CD-ROM production/sales, event sales, database
management and
fax broadcasting.
The Company began producing and selling educational
CD-ROMS in
March. The content of the CD-ROMS are from conferences,
held be clients of the
Company. AOXY produces a CD-ROM of the conferences
including the audio,
video, graphics and verbatim transcripts of the conference and
sell them. The
sales efforts are conducted at the conference and through
telemarketing in the
Santa Clarita CA location. In addition, the Company began
selling event
registrations for conferences that AOXY is producing
CD-ROMS. The Company
sells the events through fax broadcasting, direct mail, and
telemarketing from
Santa Clarita CA.
In March AOXY began database management which
includes managing
client databases, assisting clients in effective marketing with
databases, providing
database information to clients, and utilizing and structuring
databases for fax
broadcasting. Currently the Company has the ability to fax
broadcast or email
broadcast to a large number of contacts.
CLIENT AND INDUSTRY REPRESENTATION
During this reporting period, 3 client contracts were
concluded. There
were 4 active clients as of June 30, 1998.
Because the company represents a variety of clients in a
variety of
industries, the operation of each client account is unique. The
database for each
client account is unique to its industry and may include vendor
companies, end-
user companies, service organizations and all sales and
marketing channels.
Y2K (YEAR 2000 PROBLEM)
Y2K, or the Year 2000 Problem is a potential problem for
computers
whereby the system would not recognize the date 2000 as year
2000 but instead as
1900 due to the fact that the computer industry standard for
dating was a 2 digit
system and not 4 digits. Each date represented was the last two
digits of the year,
ie: 1998 was 98. This problem could render important
computer and
communication systems inoperable which could have a
significant effect on the
Company's operations. The Company's current exposure to
potential Y2K
systems that would be affected could include (but not limited
to): computers,
telephones, all forms of electronic communications, switches,
routers, software,
accounting software, banking, electricity, credit card processors,
electronic data
exchange, security systems, fax broadcasting software and
hardware, database
software, archives, data, records, and others.
In an effort to minimize the Company's exposure to the
potential Y2K
problem, the Company has contacted each of our vendors to
assess how Y2K will
effect our operations. Although some vendors make verbal
assurances of Y2K
compliance, there can be no certainty that the systems that the
Company use will
not be affected. The Company also may not have the applicable
capital resources
to correct or replace certain systems to be compliant with the
Y2K. The Company
may be able to replace or correct the Y2K problem within the
organization, and
still be affected by outside utilities and or vendors. The Y2K
element alone could
significantly alter the Company's operations and profitability.
ITEM 7. FINANCIAL STATEMENTS
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
The Company has no disagreements with any accountants on
accounting and
financial disclosure. During this time AOXY has interviewed
several accounting
firms and has engaged Singer, Lewak Greenbaum & Goldstein,
Llp, 10960
Wilshire Blvd, Los Angeles, CA, 90024.
PART III
ITEM 9. DIRECTORS AND OFFICERS OF THE
REGISTRANT
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
September 8, 1998. All directors are elected for one-year terms,
which expire as
of the date of the Company's annual meeting.
Name Age Positions Director Since
Robert E. Wolfe 35 Chairman of the Board and 1997
Chief Executive Officer
Joseph N. Noll 75 Director 1997
Robert Wolfe has been the Chairman and CEO for AOXY, Inc.
since 1997.
Concurrently he has been the President and CEO of Crossfield,
Inc. and
Crossfield Investments, llc , both corporate consulting
companies. From 1992-
1993 he was Vice President and partner for CFI, NY Ltd. A
subsidiary of
Corporate Financial Investments, PLC, London.
Joseph N. Noll has been a director of the Company since 1997.
Mr. Noll was
president and CEO of Franco Machine Corp (a manufacturer of
machine tools) for
25 years. Mr. Noll was the Secretary of the State of Wisconsin
Department of
Labor, Industry and Human Relations, from 1983 to 1985. Mr.
Noll was also
President and CEO of Columbia Car Company, a manufacturer
of golf carts.
ITEM 10. EXECUTIVE COMPENSATION
Robert Wolfe, Chairman and CEO has waived his $175,000
annual for the year
ending June 30, 1998. 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, 1998 to officers or other
employees. Prior
to the
Stock Acquisition of December 12, 1998, the Company's Chief
Executive officer
and Chairman of the Board was Harry Edelson. Mr. Edelson
received no
compensation during the fiscal year ending June 30, 1998.
The following table sets forth the total compensation paid or
accrued to its Chief
Executive Officer, Robert E. Wolfe and former Chief Executive
Officer Harry
Edelson during the fiscal year ending June 30, 1998. There
were no other
corporate officers in any of the last three fiscal years.
EXECUTIVE COMPENSATION
OTHER
ANNUAL RESTRICT- LTIP ALL
Name Year Salary Bonus COMPEN- ED SECURITY PAY OTHER
SATION AWARDS OUTS
HARRY 1998 0 0 0 0 0 0 0
EDELSON
ROBERT 1998 0 0 0 0 0 0 0
WOLFE
OPTION GRANTS DURING 1998; 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, Mr. Robert E. Wolfe and
the former
Chief Executive Officer, Mr. Harry Edelson during the fiscal year
ended June 30,
1998 and unexercised options held as of that date. Neither Mr.
Wolfe or Mr.
Edelson exercised any options during fiscal 1998.
NO SECURITIES % OF TOTAL EXERCISE/ EXPRIATION
NAME UNDERLYING OPTIONS TO BASE DATE
OPTIONS EMPL/YR PRICE
Harry Edelson 0 0 N/A N/A
Robert 0 0 N/A N/A
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. Noll,
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 1998, no executive officer received
compensation pursuant
to any of the Plans except as described below.
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, 1998 1,000,000 shares of Common
Stock were
available for issuance under future option grants.
BOARD OF DIRECTORS' COMPENSATION
As of June 30, 1998 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, 1998, no options were
granted to non-
employee Board members.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial
ownership of the Company's Common Stock as of June 30, 1998,
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.
Beneficial Ownership
Name and Address of Shares Fully Diluted Percent
Beneficial Owner
Crossland, Ltd. (Belize) 6,312,500 19.63%
60 Market Square
PO Box 364
Belize City, Belize, Central America
Eastern Star, Ltd. 5,937,500 18.47%
104B Saffrey Square
Bank Lane and Bay Street
Box N-1612
Nassau, Bahamas
Coastal Oil, Ltd. 5,937,500 18.47%
40 Santa Rita Road
Corazal, Belize, Central America
Crossland, Ltd. 5,937,500 18.47%
104B Saffrey Square
Nassau, Bahamas
Robert E. Wolfe 50,000 0.15%
Joseph Noll 0 0.00%
John Teuber 1,670,000* 7.79%
*Includes shares of convertible, preferred stock, par value $.01,
having the aggregate value of
$1,440,000.00 w/fixed annual dividends of $0.001 per share
payable on January 1 of each year;
with an automatic conversion on 3/2/2000 of each share of
preferred stock into either a) 1 share of
common stock, par value $.01 per share if the average closing price
of the common stock during
the 10 trading days immediately prior to March 1, 2000 is equal to
or greater than $0.66 per share
or (b) 1 1/2 shares of common stock if the average closing price
of the common stock during the
10 trading days immediately prior to March 1, 2000 is less than
$0.66 per share. If on the
conversion date the aggregate value of the common stock into
which the preferred shares are
converted is less than $500,000, then J. Teuber shall have the
option, at his sole discretion to
cause the Company to redeem the converted shares for the
aggregate sum of $500,000 by
delivering notice of his intention to redeem the converted shares
within 10 business day.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
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.
ITEM 13. EXHIBITS AND REPORTS ON FORMS 8-K
EXHIBITS
MATERIAL CONTRACTS
1981 Long-Term Incentive Plan, as amended in September
1988,
incorporated herein by reference to Appendix A to the
Registrant's 1986
definitive Proxy Statement.
a) 1988 Stock Option Plan, incorporated by reference to the
Registrant's 1988 definitive Proxy Statement filed pursuant
to Regulation 14A
b) Non-Employee Director Stock Option Plan incorporated by
reference to the Registrant's report on Form 10-K for the
fiscal year ended June 30, 1993
c) Patent Purchase Agreement between Advanced Oxygen
Technologic Inc., and Grace-Conn, dated February 10, 1995
incorporated by reference to the Registrant's 1995 definitive Proxy
Statement filed pursuant to Regulation 14A.
d) Contingent Plan of Liquidation dated February 10, 1995,
incorporated by reference to the Registrant's 1995 definitive
Proxy Statement filed pursuant to Regulation 14 A
e) Stock Acquisition Agreement dated December 18, 1997
incorporated by reference to the Registrant's report on form
8-K as Exhibit A
f) Purchase Agreement of December 18, 1997 incorporated by
reference to the Registrant's report on form 8-K as Exhibit B
g) Waiver Agreement incorporated by reference to the
Registrant's report on form 8-K as Exhibit C
h) Trust Agreement incorporated by reference to the
Registrant's report on form 8-K dated, December 18, 1997 as Exhibit D
i) Assignment and Assumption Agreement incorporated by
reference to the Registrant's report on form 8-K dated, December 18, 1997 as
Exhibit D
j) Agreement For Purchase & Sale Of Specified Business
Assets incorporated by reference to the Registrant's report on form
8-K dated
March 09, 1998 as Exhibit 1
k) Covenant of Non-Competition incorporated by reference to
the Registrant's report on form 8-K dated March 09, 1998 as Exhibit B
l) Promissory Note of March 09, 1998 incorporated by
reference to the Registrant's report on form 8-K dated March 09, 1998 as
Exhibit C
m) Security Agreement of March 09, 1998 incorporated by
reference to the Registrant's report on form 8-K dated March 09, 1998
as Exhibit D
n) Employment Agreement, John Teuber, incorporated by
reference to the Registrant's report on form 8-K dated March 09, 1998
as Exhibit F
o) Employment Agreement, Nancy Gaylord, dated March 13,
1998 attached hereto as Exhibit 1
REPORTS ON FORM 8-K
A report on Form 8-K was filed on January 16, 1998 and
reported under
Item 1 that all directors and officers of AOXY resigned on
December 18, 1997
and Robert E. Wolfe and Joseph N. Noll were elected as directors
and Mr. Wolfe
was appointed president in association with the transaction of
December 18, 1997
of the Stock Acquisition Agreement, the Purchase Agreement, the
Waiver
Agreement and the Trust Agreement (all exhibited thereto).
Under Item 2 that
certain royalty rights and liabilities related to technology AOXY
sold to a third
party was transferred to a trust for the benefit of the AOXY
shareholders of record
of date. Further reported under Item 7 was the sale of 23,750,000
shares of
AOXY common stock as of December 18, 1997 that were not
registered under the
Securities Act of 1933, as amended, in reliance on the exemption
from registration
provided by Rule 903 ( c ) (2) of Regulation S. for consideration of
$60,000 cash and $177,500 in consulting services.
A report on Form 8-K was filed on March 12, 1998 and
reported under Item 2 the Purchase of Specified
Assets from Integrated Marketing Agency, Inc. The assets
purchased consisted
primarily of databases, furniture, fixtures, equipment, and
computers. The
purchase price at closing was $10,000 cash, $550,000 in the form
of a Promissory note, and 1,670,000 Preferred Shares.
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: December 15, 1997 By (Signature and Title):
/s/ Robert E. Wolfe
-----------------
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 27, 1998 By (Signature and title):
/s/Joseph Noll
-------------------------
Joseph N. Noll
Director
Exhibit 1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated March 13,
1998, for purposes
of identification, is made and entered into by and between
ADVANCED OXYGEN
TECHNOLOGIES, INC., a Delaware Corporation (hereinafter
referred to as
"EMPLOYER"), and NANCY GAYLORD, a natural person,
(hereinafter referred to
as "EMPLOYEE"), in the county of Los Angeles, State of
California.
1. DEFINITIONS & INTERPRETATION.
1.1 In addition to any other terms that may be defined
elsewhere in this
agreement, the following shall govern the construction and
interpretation hereof:
1.1.1 The "BOARD" means and refers to the Board of
Directors of
Employer.
1.1.2 "CONTRACT YEAR" means and refers to a span
of time which
begins on the date first set forth above in any calendar
year during the
term of the employment hereunder and which ends at
midnight on the
day immediately preceding the same date in subsequent
calendar
year.
1.2 Whenever in this agreement there appears the locative
adverbs "herein",
"hereunder", hereinbelow", "hereinabove", or any substantially
similar adverb, the
same shall be deemed to refer to this agreement in its entirety
and not to any specific
article, section, subsection, subpart, paragraph or subparagraph.
2. RECITALS.
2.1 The contractual relationship created by operation of this
agreement is
premised upon the following facts:
2.1.1 Employer has purchased certain assets (the
"Purchased Assets")
used in the business of telemarketing services from
Integrated
Marketing Agency, Inc. pursuant to that certain
Agreement for
Purchase and Sale of Specified Business Assets dated the
date hereof.
2.1.2 Employer's Board of Directors has determined that
Employee
has substantial experience as a manager in business
related to the
Purchased Assets, and by virtue of which Employee
possesses skills,
ability and background in and knowledge of Employer's
business and
the industry which it is engaged, which are essential to
the best
interests of Employer.
2.2 In consideration of the mutual duties created herein and
the mutual
benefits conferred hereby, the adequacy of which is hereby
acknowledged, each of
the undersigned voluntarily enters into this agreement.
3. TERM OF EMPLOYMENT; EFFECT OF EXPIRATION
OF TERM.
3.1 Employer hereby employs Employee and Employee
hereby accepts the
below-specified employment for a period of two (2) contract
years.
3.2 If the employment created hereunder continue after
expiration of the
second contract year, such employment shall automatically
become at-will such that
either party may then terminate the employment at any time,
with or without cause
or reason.
4. EMPLOYEE'S DUTIES.
4.1 Employee shall render services for the general
management of the Santa
Clarita division for Employer in accordance with the policies
established by the
Board, and consistent with Employer's employment policy
manual adopted by the
Board (and as same may be hereafter amended). This
agreement, and the said policy
manual, shall be construed as one contract, such that the two
together shall be
deemed to set forth all the terms, conditions and covenants of
the agreement existing
between Employer and Employee. In the event of any conflict
between the
provisions of this agreement and said policy manual, the terms
of this agreement
shall prevail to the extent permitted by law.
4.2 Employee shall devote substantially all of Employee's
professional time,
attention and energy to the best of her ability and experience,
and shall
loyally and
conscientiously perform the duties and obligations either
expressly or implicitly
required of her under this agreement and attendant to the
position for which
he is
employed hereunder, and shall carry out such duties in a manner
that is consistent
with good and lawful business practices.
4.3 Nothing in this agreement shall be interpreted to prohibit
or
restrict off-
duty activities by Employee or outside employment of
Employee; provided,
however, that Employee shall not do any of the following:
4.3.1 Participate in any other business activities during
the term
of her
employment hereunder on behalf of any person, firm,
company or
entity (in any capacity, including but not limited to that of
employee,
agent, officer, director, consultant or investor), whether
for
profit or
not-for-profit, which is engaged in any business that is
competitive
with Employer's business;
4.3.2 Participate in any other business activities, during or
after the
term of her employment hereunder which are proscribed
by that
certain Covenant of Non-Competition to which Employee
is a party
and which is executed by Employee contemporaneously
with this
agreement.
4.4 Unless and until otherwise determined by the Board,
Employee shall
report directly to the CEO of Employer.
5. COMPENSATION OF EMPLOYEE; BONUS.
5.1 Employer shall compensate Employee for Employee's
services hereunder
as follows:
5.1.1 During the first contract year hereunder Employee
shall receive
compensation (the "YEAR 1 COMPENSATION" herein) for
such contract year
equivalent to an amount which is equal to Sixty Thousand
Dollars
($60,000.00) paid in regular equal payments on a
semi-monthly basis (less
customary withholdings of taxes and other deductions as
required by law).
5.1.2 Commencing during the second contract year, a
base salary at
the annual rate of Seventy thousand U.S. Dollars
($70,000.00)(the "BASE
SALARY" herein), paid in regular equal payments on a
semi-monthly basis
(less customary withholdings of taxes and other deductions
as required by
law).
5.1.3 If, during the first contract year the gross revenues
of the
Employer exceed the $4,900,000 (as evidenced in
Employer's filing's with
the SEC) the Employee will be entitled to a bonus as
determined by the
Compensation Committee of the Board of the Employer.
If, during any
other contract year the gross revenues of the Employer
exceed the previous
years revenues (as evidenced in Employer's filing's with the
SEC) the
Employee will be entitled to a bonus as determined by the
Compensation
Committee of the Board of the Employer. Any such
Subsequent Bonus shall
be payable thirty (30) days following the end of the subject
contract
year (less
customary withholdings of taxes and other deductions as
required by law).
6. BENEFITS.
6.1 During the term of the employment hereunder, Employee
shall be entitled
to receive the following benefits generally enjoyed by all
Employer's employees:
6.1.1 Fully-paid leaves of absence for such holidays as
may be
granted from time in accordance with Employer's
then-current policies
governing such leaves for all employees; and
6.1.2 Leaves of absence as may be required by applicable
law
(including for purposes of example, but not as a limitation,
reasonable time
from work to vote in elections, to serve as a juror and to
testify in legal
proceedings if subpoenaed to do); provided, however, that
such leaves will
be fully-paid only where required by law and will be limited
in duration as
required by law; and
6.1.3 Leaves of absence on account of illness,
bereavement or family
emergency in such frequency and duration as provided by
Employer's then-
current policies governing such leaves for all employees.
6.2 In addition to the foregoing benefits (but not as a
limitation thereon),
Employee shall be entitled to be absent from her employment
hereunder for a total
of twenty (20) business days (totaling four (4) calendar weeks
when weekends are
included) as and for vacation leaves for each completed contract
year
hereunder.
During such vacation leave, Employee shall be compensated at
the rate of her above-
prescribed base salary, together with all other benefits specified
in this
agreement.
Such vacation leave may be taken consecutively or in separate
time segments;
provided, however, that unless otherwise expressly agreed to by
the Employer-
corporation's president, all accrued vacation leave must be taken
within
twelve (12)
months following the accrual thereof. A failure by Employee to
take vacation leave
within the prescribed time shall work as a forfeiture of
Employee's right to
take such
time, but not as a forfeiture of Employee's right to be paid base
salary
therefor. For
purposes of this agreement, the term "business day" is defined
as any day
which is
not a Saturday, a Sunday, a day customarily granted by
Employer as a holiday
or a
day which Employee would have otherwise been entitled to be
absent from work
under Employer's then-current policies governing such leaves
for all employees.
7. REIMBURSEMENT OF BUSINESS EXPENSES
INCURRED BY EMPLOYEE.
7.1 Employer shall reimburse Employee for reasonable
out-of-pocket
expenses incurred and paid by Employee during the term of the
employment
hereunder in connection with the conduct of Employer's
business and/or the
discharge of Employee's duties including, for purposes of
example but not as a
limitation, travel expenses, food and lodging while away from
home subject,
however, to the prior approval of Employer.
7.2 Employer's obligations to reimburse Employee for any
expenses specified
in their agreement shall not arise unless and until Employee has
submitted to
Employer written vouchers evidencing such expenses in a form
as may be prescribed
from time to time by the rules of state and federal tax
authorities.
8. OBLIGATIONS NOT CONDITIONED ON OR
RELATED TO OTHERS.
8.1 Employer may terminate Employee's employment: (i)
by giving
Employee written notice of such termination at least 30 days in
advance, and
(ii) at
any time for Cause.
8.2 Employee's employment hereunder shall terminate
immediately upon her
death or disability. For purposes of this Section 8.2, Employee
shall be
deemed to
be "disabled" if, on account of illness or other incapacity, he has
been
unable to
perform her duties for 60 consecutive days. The Employer shall
continue to pay
Employee her base salary and other employment benefits
hereunder prior to
termination by the Board of Directors pursuant to this Section
8.1, even though
Employee is disabled during the 60-day period preceding such
termination.
8.3 This Agreement may be terminated with the mutual
consent of the parties.
8.4 If Employee's employment hereunder is terminated by
Employer without
Cause pursuant to the foregoing Section 8.1, Employer shall,
within 30 days
after the
effective date of such termination make a cash payment equal to
Employee's base
salary for a period of time equal to the lesser of (x) the
remaining contract year
(assuming no further renewals thereof) and (y) six (6) months.
8.5 If Employee's employment hereunder is terminated for
any reason, then
all rights and obligations of the parties hereunder shall
terminate automatically
thereupon, except (i) as to any right which Employee's estate or
dependents may
have under "COBRA" or any other federal or state law, (ii) as to
any base salary
earned by her prior to such termination, or [(iii) to the extent
otherwise specifically
set forth herein (including under the foregoing Section 8.4).]
8.6 For purposes of this Agreement:
"Cause" means, when used in connection with the
termination of
Employee's employment with Employer (or the right to
effect such
termination):
(i) Employee's commission of any crime involving moral
turpitude or any felony;
(ii) Employee's commission of an act of fraud or
embezzlement
upon Employer;
(iii) Willful misconduct or willful failure by employee
to perform
her duties to Employer or material breach of this
Agreement;
(iv) Habitual drug, alcohol or other substance abuse by
Employee;
(v) Failure by Employee to disclose material, adverse
personal,
business or financial information at the time of signing
this
Agreement which failure can materially and adversely
affect
the business and affairs of Employer.
8.7 Upon termination of the employment hereunder for any
reason, Employee
shall forthwith deliver back to Employer any and all property
belonging to Employer
of every tape and nature, including but not limited to, keys,
documents, manuals,
catalogs, correspondence, product samples and documentation
of every type and
nature.
9. CONFIDENTIALITY.
9.1 Without the specific prior written consent of Employer,
Employee shall
not, directly or indirectly, at any time after the date hereof,
divulge to any
person or
entity, or use for her own direct or indirect benefit, any
information confidential
and/or proprietary to Employer concerning its business, affairs,
products, services,
assets, liabilities, revenues, condition (financial or otherwise),
or prospects,
customers or suppliers, including, without limitation, any data
or statistical
information of or with respect to Employer whether created or
developed by
Employer or on its behalf, or with respect to which Employee
may have knowledge
or access, it being the intent of the parties hereto to restrict
Employee from
disseminating or using any such information of or with respect
to Employer which
is at the time of such use or dissemination unpublished and not
readily
available or
generally known to the public or in Employer's trade; provided
that nothing in this
Section 9 shall prohibit such disclosure within the scope of
Employee's employment
or in the best interest of Employer.
10. MISCELLANEOUS PROVISIONS.
10.1 UNCONDITIONAL OBLIGATIONS. The legal
relationship, duties and
obligations of the parties hereunder are not conditioned upon or
related to the
performance or satisfaction of any terms, covenants, conditions,
obligations or
discharge of any duties under any other contract or other
obligation or relationship
arising or existing between the parties.
10.2 ATTORNEYS' FEES, ETC. In the event that any suit
in law or equity, or
other formal proceeding is instituted by any party to this
agreement, to enforce,
interpret or recover damages for breach of any provision or part
of this agreement,
then the party prevailing in such action or other formal
proceeding shall be entitled
to recover, in addition to the costs of suit incurred by such
prevailing
party, such
attorneys' fees as the tribunal presiding in such action or other
formal proceeding
shall deem to have been reasonably incurred by such prevailing
party.
10.3 BINDING AGREEMENT. All terms, conditions and
covenants to be
observed and performed by the parties hereto shall be applicable
to and
binding upon
their respective agents, servants, heirs executor's administrators,
affiliates,
subsidiaries, associates, executives, successors and assigns.
10.4 CAPTIONS. All captions (paragraph headings) set
forth in this agreement
are inserted only as a no matter of convenience and for
reference, and shall
not be
construed to define, limit, interpret, prescribe or describe the
scope of
intent of this
agreement, or any part hereof, nor affect its meaning, and shall
not be
considered for
such purposes.
10.5 COUNTERPARTS. This agreement may be executed
in any number of
counterparts, each of which shall be deemed an original but all
of which, when taken
together, shall constitute one and the same document.
10.6 FAIR INTERPRETATION. The language appearing in
other parts of this
agreement shall be construed, in all cases, according to its fair
meaning and not
strictly construed for or against either party hereto.
10.7 GOVERNING LAW. This agreement shall be
interpreted, construed and
governed by, in accordance with and consistent with the laws of
the State of
California, which shall in all respects, including statutes of
limitations, to any
disputes or controversies arising out of or pertaining to this
agreement.
10.8 METHOD OF GIVING NOTICES. Any notice
required or permitted to be
given hereunder shall be so given by registered or certified
(return receipt) United
States Postal Service mail, postage pre-paid, unless a notice
transmitted in said
manner is returned to the sender as unclaimed, refused or
undeliverable, or
unless the
party giving notice has a good faith reason to believe that a
notice
transmitted in said
manner will be so returned, in which case such notice may be
given, at the sender's
option, by personal service or by first class mail provided that
such alternative
method is effectuated by a disinterested party who attests
thereto by a written
declaration under penalty of perjury in a form consistent with
the provisions of
California Code Civil Procedures section1013a authorizing
service by mail.
Any such
notice shall be addressed to or delivered to the recipient as
follows:
In the case of:
Addressed to:
Employer:
ADVANCED
OXYGEN
TECHNOLOGIES
INC.
c/o Crossfield Inc.
230 Park Avenue - Suite 1000
New York, New York 10169
Attn: Robert E. Wolfe, President
Employee:
NANCY GAYLORD
In the event that notice is transmitted by U.S. Mail, such notice
shall be
deemed to
have been received by the addressee and service thereof shall be
effective,
five (5)
days following deposit thereof with the United States Postal
Service, or upon actual
receipt, whichever first occurs. A party may change the
above-specified
address by
giving the other party notice of the new address in the manner
above-prescribed for
all notices.
IN WITNESS WHEREOF the parties have subscribed their
names or
caused an authorized officer to subscribe this agreement,
effective on the
date first
written above.
ADVANCED OXYGEN
TECHNOLOGIES, INC.
BY:
____________________________________
NAME: ROBERT E. WOLFE
ITS: PRESIDENT
______________________________________
NANCY GAYLORD
