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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(x)QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended March 31, 2000
( )TRANSITION REPORT PURSUANT TO SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT
COMMISSION OF 1934
For the Transition period March 31, 2000
Commission file number 0-9951
ADVANCED OXYGEN TECHNOLOGIES, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 91-1143622
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(State of Incorporation) (IRS Employer Identification No.)
26883 Ruether Avenue, Santa Clarita, CA 91351
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(Address of principal executive offices)
(661)-298-3333
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(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to be filled by
Section 13 or 15(d) of the Exchange Act during the past 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
The number of shares of common stock outstanding as of March 31, 2000 was
29,640,252.
Transitional Small Business Disclosure Format (check one):
Yes No X
ADVANCED OXYGEN TECHNOLOGIES, INC.
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INDEX
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PART 1: FINANCIAL INFORMATION ....................................................... 3
Item I: Financial Statements for the three months ending March 31, 2000. (Unaudited) 3
Balance Sheet, March 31, 2000 ....................................................... 3
Income Statement .................................................................... 5
Statement of Cash Flow .............................................................. 6
Statement of Changes ................................................................ 8
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations ............................. 9
PART II ............................................................................. 13
Item 1: Legal Proceedings ......................................................... 13
Item 6. Exhibits and Reports on Form 8-K .......................................... 13
SIGNATURE ........................................................................... 14
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2
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PART 1: FINANCIAL INFORMATION
Item I: Financial Statements for the three months ending March 31, 2000.
(Unaudited)
Balance Sheet
March 31, 2000
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Current Assets
Cash ...................... (3,434.80)
Accounts Receivable ....... 138,338.96
Doubtful Accounts ......... (1,295.00)
Inventory ................. 7,779.40
==============
Total Current Assets ...... 141,388.56
Property and Equipment
Furniture and Fixtures .... 31,869.00
Office Equipment .......... 17,882.00
Equipment ................. 98,858.00
Capitalized Equipment ..... 125,352.40
Other Depreciable Property 911,391.00
Accum. Depreciation ....... (309,978.76)
==============
Total Property & Equipment 875,373.64
Other Assets
Deposits .................. 4,092.50
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Total Other Assets ........ 4,092.50
==============
Total Assets .............. 1,020,854.70
Liabilities and Capital
Current Liabilities
Accounts Payable .......... 225,169.36
Sales Tax Payable ......... 2,669.94
Health Care Contributions . 5,894.06
Due to Employees .......... 6,374.59
Federal Payroll Taxes ..... 57,282.64
State payroll Taxes ....... 6,060.98
SUTA Tax .................. (118.20)
IMA Short Term Note ....... (4,500.00)
State Tax Payable ......... 800.00
Walter Karl Advance ....... 5,120.00
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Total Current Liabilities . 304,753.66
Long Term Liabilities
Capital Leases ............ 123,583.40
Note Payable, Crossfield .. 69,729.45
ICON Note Payable ......... 15,000.00
Other Long Term Liabilities 11,886.00
401K T Account ............ (94.26)
==============
Total Long Term Liabilities 220,104.59
Total Liabilities ......... 524,858.25
Capital
Beginning Balance Equity .. 16,700.00
Preferred Stock ........... 50.00
Common Stock .............. 296,403.00
Paid-In Capital ........... 19,898,631.00
Retained Earnings ......... (19,533,698.82)
Net Income ................ (182,088.73)
Total Capital ............. 495,996.45
==============
Total Liabilities & Capital 1,020,854.70
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3
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Income Statement
For the Three Months Ending March 31, 2000
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Revenues
Consulting .......... (1,130.02)
Database Management . 7,046.40
Finance Charge Income 9,335.84
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Total Revenues ...... 15,252.22
Cost of Sales ....... 0.00
Gross Profit ........ 15,252.22
Expenses
Accounting Fees ..... 6.00
Auto Expenses ....... 549.74
Bank Charges ........ 90.00
Credit Card Fees .... 0.00
Depreciation Expense 40,697.22
Employee Benefit .... 340.00
Meals & Entertainment 1,049.88
Payroll Tax Expenses 4,321.89
Postage ............. 209.14
Rent ................ 12,825.00
Supplies ............ 305.09
Telephone ........... 3,603.01
Travel .............. 1,658.00
Utilities ........... 301.00
Wages ............... 2,829.00
Total Expenses ...... 64,885.07
Net Income .......... (49,632.85)
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4
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Statement of Cash Flow
For the Three Months Ended March 31, 2000
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Cash Flows from Operations
Net Income ............................... (49,632.85)
Adjustments to
reconcile income
to net cash
Accum. Depreciation ...................... 40,697.22
Accounts Receivable ...................... (11,993.00)
Inventory ................................ 0.00
Accounts Payable ......................... (2,165.31)
Federal Payroll Taxes .................... 610.05
State Payroll Taxes ...................... 25.02
SUTA ..................................... 1.82.83
Walter Karl Advance ...................... 5,120.29
=========
Total Adjustments ........................ 32,296.96
Net Cash Provided by Operations .......... (17,335.89)
Cash Flows from Financing
Note Payable Crossfield .................. 18,110.70
Net Cash used in financing ............... 18,110.70
Net increase (decrease) .................. 774.81
in cash
Cash Balance at End of period ............ (3,434.80)
Beginning Cash Balance ................... (4,209.61)
Net Increase (decrease) .................. 774.81
in Cash
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5
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Statement of Changes in Financial Position
For the three months ended March 31, 2000
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Sources of Working Capital
Net Income ............................... (49,632.85)
Add Backs not requiring working capital
Accum. Depreciation ...................... 40,697.22
Working Capital from Operations (8,935.63)
Other Sources:
Note Payable Crossfield .................. 18,110.70
Total Sources ............................ 9,175.07
Net Changes .............................. 9,175.07
Analysis of components
Increase (decrease) in Current Assets
Cash ..................................... 774.81
Receivables .............................. 11,993.14
Inventory ................................ 0.00
(Increase) decrease in CurrentLiabilities
Accounts Payable ......................... 2,165.31
Federal Payroll Taxes .................... (610.05)
State Payroll ............................ (25.02)
SUTA ..................................... (2.83)
Walter Karl Inc. Advance ................. (5,120.29)
Net Change ............................... 9,175.07
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6
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Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations.
On March 9, 1998, pursuant to an Agreement for Purchase and Sale of
Specified Business Assets ("Purchase Agreement"), a Promissory Note ("Note"),
and a Security Agreement ("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").
Pursuant to an employment agreement dated March 09, 1998 between the
Company and John Teuber ("Employment Agreement"), on September 04, 1998 the
Company terminated John Teuber for cause without relinquishing any of its rights
or remedies.
Pursuant to the Note, the Purchase Agreement, and the Security Agreement
between the Company and ("IMA"), the Company on September 04, 1998 exercised its
right of "Set Off" of the Note, as defined therein due to IMA's breach of
numerous representations, warranties and covenants contained in the Note and
certain ancillary documents. The Company further reserved any and all rights and
remedies available to it under the Note, Purchase Agreement and Security
Agreement.
The Company entered into a two year employment agreement ("NAG Agreement"
as contained in Exhibit I of the registrants SEC Form 10-K for the period ending
June 30, 1998) with Nancy Gaylord on March 13, 1998. On September 18, 1998,
Nancy Gaylord terminated her employment with the Company. The NAG Agreement had
no provision for this termination. The Company entered into a lease agreement as
contained in Exhibit I of the registrants SEC Form 10-QSB for the period ending
September 30, 1998 with America-United Enterprises Inc. on October 01, 1998 and
took possession of 4,700 sf. of premises on November 06,1998 in Santa Clarita
for its CA location. Currently, this is the only California location of the
Company. On December 9, 1998 the company delivered to IMA, "Notification to
Indemnifying Party and Demand for Indemnification for $2,251,266." Pursuant to
the Note, the Purchase Agreement, the Security Agreement, and the Employment
Agreement (collectively the "Agreements"), the Company demanded that IMA pay
$2,251,266 or defend the Company against the Liabilities (as defined therein)
due to, among other things, IMA's breach, representations, warranties, and
violation of the Agreements.
7
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On January 29, 1999, pursuant to the Purchase Agreement of 1/28/99,
Advanced Oxygen Technologies, Inc. ("AOXY") purchased 1,670,000 shares of
convertible preferred stock of Advanced Oxygen Technologies, Inc. ("STOCK") and
a $550,000 promissory note issued by Advanced Oxygen Technologies, Inc ("Note")
from Integrated Marketing Agency, Inc.("IMA"). The terms of the Purchase
Agreement were: AOXY payed $15,000 to IMA, assumed a Citicorp Computer Equipment
Lease, #010-0031648-001 from IMA, delivered to IMA certain tangible business
property (as listed in Exhibit A of the Purchase Agreement), executed a one year
$5,000 promissory note with IMA, and delivered to IMA a Request For Dismissal of
case #PS003684 (restraining order) filed in Los Angeles county superior court.
IMA sold, transferred, and delivered to AOXY the Stock and the Note. IMA sold,
transferred, assigned and delivered the Note and the Stock to AOXY, executed
documents with Citicorp Leasing, Inc. to effectuate an express assumption by
AOXY of the obligation under lease #010-0031648-001 in the amount of $44,811.26,
executed a UCC2 filing releasing UCC-1 filing #9807560696 filed by IMA on March
13, 1998, and delivered such documents as required. In addition, both IMA and
AOXY provided mutual liability releases for the other.
The location in Santa Clarita, CA is the location for operations.
Currently these facilities are only being used for administrative purposes and
the Company's sales staff has been eliminated. Current sales are out-sourced
through Walter Karl Inc. and Dunn & Bradstreet (see below). The Company
currently has two areas of concentration: CD-ROM production/sales, and database
management.
The Company produces and sells educational CD-ROMS. The content of the
CD-ROMS is derived from conferences, held by clients of the Company. AOXY
produces a CD-ROM of the conferences including the audio, video, graphics and/or
verbatim transcripts of the conference. AOXY sells CD's direct to the client and
public, and/or sells advertisement space on the CD's and produces the CD at no
cost to the conference organizer. All CD's are in HTML format and are directly
linked to the Internet sites of AOXY and the Client. The sales efforts are
conducted on the Internet and in the Santa Clarita CA location. Currently the
Company has 3 production schedules for the remainder of the calendar year for a
maximum of 500,000 CD's. The revenues associated with the production of the
these CD's would be derived from advertisement revenue on the CD's and not
through direct sales.
Database management includes managing client databases, assisting clients
in effective marketing with databases, providing database information to
clients, list rentals, and utilizing and structuring databases for fax
broadcasting.
The Company has a database management contract with Dunn and Bradstreet,
and Walter Karl, Inc., a division of InfoUSA, Inc. whereby, Walter Karl, Inc.
will broker the company's database . These contracts are currently the majority
of the revenue for the Company in California.
8
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Acquisition Efforts:
The Company continues it efforts to raise capital to support operations
and growth, and is actively searching acquisition or merger with another company
that would compliment AOXY or increase its earnings potential. The Company has
been in discussion with three Companies looking to be acquired. AOXY has not
negotiated any terms nor proposed any acquisition of any of these companies. 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. Y2K (Year 2000 Problem)
Through March 31, 2000, the Company experienced no adverse effect from the
Y2K problem (see below). The Company is unaware of any of its vendors or clients
experiencing difficulty associated with Y2K that has or would affect the
Company. However, this does not mean that future problems associated with Y2K
could not occur as discussed below.
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, i.e.: 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 could be affected 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 affect 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. AOXY continues to examine
the risks associated with its most reasonable worst case Year 2000 scenarios.
Scenarios might include a possible but presently unforeseen failure of key
supplier or customer business, processes, or systems. These situations could
conceivably persist for some months after the millennium transition and could
lead to possible revenue losses. The Company also may not have the applicable
capital resources to correct or replace certain systems to be compliant with
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 Company may not directly experience any effect from the Y2K problem,
but the suppliers, vendors, clients or other associates of the Company, may be
affected and could cause the Company harm by loss of clients, loss of contracts,
inability to receive supplies, etc. The Y2K element alone could significantly
alter the Company's operations and profitability.
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 Statement's 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.
9
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PART II
Item 1: Legal Proceedings
There were no legal proceedings brought against the Company during this period.
Item 6. Exhibits and Reports on Form 8-K
A report on Form 8-K was filed on February 16, 1999 and reported under
Item 2 the Purchase of Specified Assets from Integrated Marketing Agency, Inc.
The assets purchased consisted a promissory note of $550,000 payable to IMA and
issued by Advanced Oxygen Technologies date March 09, 1998 and 1,670,000
Preferred Shares of Advanced Oxygen Technologies. IMA, and Advanced Oxygen
Technologies, Inc. provided each other a mutual release of liability. Exhibit 1,
contained therein defined the terms and conditions of the transaction.
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 02, 2000
/s/ Robert E. Wolfe
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Robert E. Wolfe, Chairman of the Board and
Chief Executive Officer and Principal
Financial Officer
10
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<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> MAR-31-2000
<CASH> (3,434)
<SECURITIES> 0
<RECEIVABLES> 138,338
<ALLOWANCES> (1,295)
<INVENTORY> 7,779
<CURRENT-ASSETS> 141,388
<PP&E> 1,346,270
<DEPRECIATION> (309,978)
<TOTAL-ASSETS> 1,020,854
<CURRENT-LIABILITIES> 304,753
<BONDS> 220,104
16,7000
50
<COMMON> 296,403
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,020,854
<SALES> 15,252
<TOTAL-REVENUES> 15,252
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 64,885
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (496,632)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (49,632)
<EPS-BASIC> (0.002)
<EPS-DILUTED> (0.002)
</TABLE>
