Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current.
Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
Including the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Carrying amount as of the balance sheet date of value added taxes due either from customers arising from sales on credit terms, or as previously overpaid to tax authorities. For classified balance sheets, represents the current amount receivable, that is amounts expected to be collected within one year or the normal operating cycle, if longer.
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
Amount of income (loss) from continuing operations, nonoperating income (expense) and income (loss) from equity method investments, before deduction of income tax expense (benefit) and income (loss) attributable to noncontrolling interest, and addition of interest income (expense).
Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity.
A fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income after deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
Amount of expense for salary and wage arising from service rendered by nonofficer employee. Excludes allocated cost, labor-related nonsalary expense, and direct and overhead labor cost included in cost of good and service sold.
The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.
Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
Amount of tax expense (benefit), before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.
Number, after forfeiture, of shares or units issued under share-based payment arrangement. Excludes shares or units issued under employee stock ownership plan (ESOP).
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.
Amount of increase (decrease) in deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable.
The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.
Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.
Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
The cash outflow for the payment of a long-term borrowing made from a related party where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Payments for Advances from Affiliates.
Advanced Oxygen Technologies Inc, ("Advanced
Oxygen Technologies", "AOXY", or the "Company"), was incorporated in Delaware in 1981 under the name Aquanautics
Corporation and was, from 1985 until May 1995, a startup stage specialty materials company producing new oxygen control technologies.
From May of 1995 through December of 1997 the Company had minimal operations and was seeking funding for operations and companies
to which it could merge or acquire. In March of 1998 the Company began operations again in California. From 1998 through 2000,
the business produced and sold CD- ROMS for conference events, advertisement sales on the CD's, database management and event marketing
all associated with conference events. From 2000 through March of 2003, the business consisted solely of database management. From
2003 through April 2005, the business operations were derived totally from the Company's wholly owned business, IP Service, ApS,
a Danish IP security vulnerability company ("IP Service"). Since then, business operations have been solely derived from
its wholly owned subsidiaries Anton Nielsen Vojens, ApS ("ANV"), Sharx Inc. and its wholly owned subsidiary Sharx DK ApS
(collectively “Sharx”).
Lines of Business:
Advanced Oxygen Technologies, Inc. operations
are derived from its wholly owned subsidiaries Anton Nielsen Vojens, ApS ("ANV"), Sharx Inc. and its wholly owned subsidiary
Sharx DK ApS (collectively “Sharx”).
ANV is a Danish company that owns commercial
real estate in Vojens, Denmark. ANV's revenues are derived solely from the lease revenue from its real estate. Circle K Denmark
A/S, formerly StatOil A/S, leases the facility from ANV. The lease expires in 2026.
Sharx Inc. is a Wyoming corporation incorporated
in 2020 and operations are derived from its wholly owned subsidiary Sharx Dk ApS.
Sharx DK ApS is a Danish company, incorporated
in 2020. On June 30, 2020, Sharx DK ApS, entered into a Distribution Agreement (the “Distribution Agreement” Exhibit
10.1) with Cleaver ApS, a Danish corporation (“Cleaver ”), whereby Cleaver has appointed the Company as Cleaver’s
nonexclusive distributor of its products in Europe, South America and North America. Cleaver is a manufacturer of a line of products
for the logistics and cargo industry.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
Principles of Consolidation:
The accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries (ANV and Sharx), after elimination of all intercompany accounts, transactions,
and profits.
Basis of Presentation:
The consolidated financial statements
of the Company have been prepared in accordance with U.S. GAAP and are expressed in United States dollars. The Company’s
fiscal year end is June 30.
Revenue Recognition:
Revenue from Contracts with Customers
In May 2014, the FASB issued ASU No. 2014-09,
Revenue from Contracts with Customers (Topic 606), to update the financial reporting requirements for revenue recognition.
Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.
It supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle
that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional
disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including
significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance became
effective for the Company beginning on January 1, 2018, and entities have the option of using either a full retrospective or a
modified retrospective approach for the adoption of the new standard. We adopted this standard using the modified retrospective
approach on July 1, 2018.
In preparation for adoption
of the standard, we implemented internal controls and completed our impact assessment of implementing this guidance. We have evaluated
each of the five steps in Topic 606, which are as follows: 1) identify the contract with the customer; 2) identify the performance
obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations;
and 5) recognize revenue when (or as) performance obligations are satisfied.
Rental Revenue
Revenue was not affected
materially in any period due to the adoption of ASC Topic 606 because: (1) we identified similar performance obligations under
ASC Topic 606 as compared with deliverables and separate units of account previously identified; our performance obligation is
to provide the land; (2) we determined the transaction price to be consistent; the lease agreement with the customer specifies
the transaction price; and (3) we recorded revenue at the same point in time, upon delivery under both ASC Topic 605 and ASC Topic
606, as applicable under the terms of the contract with the customer. Additionally, the accounting for fulfillment costs or costs
incurred to obtain a contract were not affected materially in any period due to the adoption of Topic 606.
Lastly, disclosure requirements under the new
guidance in Topic 606 have been significantly expanded in comparison to the disclosure requirements under the current guidance,
including disclosures related to disaggregation of revenue into appropriate categories, performance obligations, the judgments
made in revenue recognition determinations, adjustments to revenue which relate to activities from previous quarters or years,
any significant reversals of revenue, and costs to obtain or fulfill contracts.
The rental revenue is derived from the
Commercial Property lease in which quarterly payments are received pursuant to the property lease which is in effect until 2026.
(See Note 3 for further details) and from the sale of product pursuant to a non-exclusive distribution agreement. We recognize
revenue when we have satisfied a performance obligation by transferring control over a product or delivering a service to a client.
We measure revenue based upon the consideration set forth in an arrangement or contract with a client. We recognize revenue from
these services when the services are completed. If we are paid in advance for these services, we record such payment as deferred
revenue until we complete the services. As of June 30, 2020, the Company recorded $3,150 of deferred revenue in connection to rental
revenues.
Commission revenue
The Company recognizes commission
revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate
performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations,
and 5) recognize revenue as the performance obligations are satisfied as set forth below.
The Company's source of commission revenue
is from the Company’s subsidiary Sharx in which quarterly payments are received when the customer pre-pays or pays upon the
date products are drop shipped from the manufacturer pursuant to a non-exclusive distribution agreement. At such time the products
are drop shipped, the Company’s performance obligation has been satisfied and revenue is recorded The Company has determined
that it is an agent of the manufacturer and collects commission revenue at or before the delivery of product (See Note 3 for further
details).
Property Plant and Equipment:
Land is 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.
Earnings per Share:
Basic earnings per share is computed by dividing
income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is
computed similar to basic earnings per share except that the denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were
dilutive. As of June 30, 2020 and June 30, 2019 there were 10,000 and 10,000, potential dilutive shares that need to be considered
as common share equivalents and because of the net loss, the effect of these potential common shares is anti-dilutive for twelve-months
ended June 30, 2020 and dilutive for the twelve-months ended June 30, 2019.
Cash and Cash Equivalents:
For purposes of the statement of cash flows,
the Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents.
The Company maintains its cash in bank deposit
accounts which, at June 30, 2020 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.
Stock-Based Compensation:
The Company records stock-based
compensation in accordance with ASC 718, Compensation. All transactions in which goods or services are the consideration received
for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair
value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost
of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued
and are recognized over the employees required service period, which is generally the vesting period.
Estimates:
The preparation of the condensed consolidated
financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of
the condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reported period.
Actual results could differ from those estimates.
Concentrations of Credit Risk:
Financial instruments that potentially subject
the Company to major credit risk consist principally of a single subsidiary of Anton Nielsen Vojens ApS. ANV’s rent revenues
are derived from one customer. The Company’s commission revenues are subject to concentration risk as the commission revenues
are derived from one product, and one customer, but that should not be the case going forward.
Leases:
The company adopted ASU No. 2016-02, Leases
(Topic 842), as of July 1, 2019, using the modified retrospective approach, which allows comparative periods not to be restated.
In addition, the company elected the package of practical expedients permitted under the transition guidance within the new standard,
which among other things, allowed the company to carry forward the historical lease classification, not reassess whether any expired
or existing contracts are or contain leases and not to reassess initial direct costs for any existing leases. The company also
elected the hindsight expedient to determine the lease terms for existing leases. The election of the hindsight expedient did not
have a significant impact on the calculation of the expected lease term.
The Company leases land to a customer. The
Company determines if an arrangement contains a lease at contract inception. An arrangement is or contains a lease if the agreement
identifies an asset, implicitly or explicitly, that the Customer has the right to use over a period of time. If an arrangement
contains a lease, the Company classifies the lease as either an operating lease or as a finance lease based on the five criteria
defined in ASC 842.
Lease liabilities are recognized at commencement
date based on the present value of the remaining lease payments over the lease term. The corresponding right-of-use asset is recognized
for the same amount as the lease liability adjusted for any payments made at or before the commencement date, any lease incentives
received, and any initial direct costs. The Company’s lease agreements may include options to renew, extend or terminate
the lease. These clauses are included in the initial measurement of the lease liability when at lease commencement the Company
is reasonably certain that it will exercise such options. The discount rate used is the interest rate implicit in the lease or,
if that cannot be readily determined, the Company's incremental borrowing rate.
Operating lease expense is recognized on a
straight-line basis over the lease term and presented within cost of sales on the Company’s consolidated statements of operations.
Finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the useful life of the asset or the
lease term. Interest expense on the finance lease liability is recognized using the effective interest rate method and is presented
within interest expense on the Company’s consolidated statements of operations and comprehensive income. Variable rent payments
related to both operating and finance leases are expensed as incurred. The Company’s variable lease payments primarily consists
of real estate taxes, maintenance and usage charges. The Company made an accounting policy election to combine lease and non-lease
components.
The Company has elected to exclude short-term
leases from the recognition requirements of ASC 842. A lease is short-term if, at the commencement date, it has a term of less
than or equal to one year. Lease expense related to short-term leases is recognized on a straight-line basis over the lease term.
The adoption of the new standard did not materially
impact consolidated net income and had no impact on cash flows.
Recently Issued Accounting Standards
In February 2016, the FASB issued ASU No. 2016-02
- Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for
both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying
leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase
by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or
on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and
a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of
12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors
to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing
leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted. effective January 1,
2019. On July 1, 2019 the Company adopted the requirements of Financial Accounting Standards Board (“FASB”) Accounting
Standards Update (“ASU”) No. 2016-02 (Topic 842), Leases (“ASU 2016-02”) using modified
retrospective approach. Amounts and disclosures set forth in this Form 10-K reflect this change.
In January 2017, the FASB issued
ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business. ASU No. 2017-01 most significantly revises guidance
specific to the definition of a business related to accounting for acquisitions. Additionally, ASU No. 2017-01 also affects other
areas of US GAAP, such as the definition of a business related to the consolidation of variable interest entities, the consolidation
of a subsidiary or group of assets, components of an operating segment, and disposals of reporting units and the impact on goodwill.
This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017. The Company adopted
this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s condensed
consolidated financial statements or related disclosures.
In June 2018, the FASB issued ASU
No. 2018-07. The ASU expands the scope of ASU No. 2018-07 to include share-based payment transactions for acquiring goods and services
from nonemployees. An entity should apply ASU No. 2018-07 to nonemployee awards except with respect to option pricing models and
the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition
over that period). The amendments specify that ASU No. 2018-07 applies to all share-based payment transactions in which a grantor
acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. ASU
No. 2018-07 is effective for fiscal years beginning after December 15, 2018, or July 1, 2019 for the Company, and interim periods
within those fiscal years with early adoption permitted. The Company adopted the new standard as of July 1, 2019, and the new standard
had no material impact on its consolidated financial statements.
In June 2018, the FASB issued ASU
2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which
simplifies the accounting for nonemployee share-based payment transactions by expanding the scope of ASC Topic 718, Compensation
- Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. Under
the new standard, most of the guidance on stock compensation payments to nonemployees would be aligned with the requirements for
share-based payments granted to employees. This standard became effective for us on July 1, 2019. The adoption of this standard
did not have a material impact on our consolidated financial statements.
In August 2018, the FASB issued ASU
2018-13, “Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies
the fair value measurements disclosures with the primary focus to improve effectiveness of disclosures in the notes to the financial
statements that is most important to the users. The new guidance modifies the required disclosures related to the valuation techniques
and inputs used, uncertainty in measurement, and changes in measurements applied. ASU 2018-13 will be effective for the Company
for its fiscal year beginning after December 15, 2019 and each quarterly period thereafter. Early adoption is permitted. The Company
is currently assessing the impact this new guidance may have on the Company’s consolidated financial statements and footnote
disclosures.
New Accounting Pronouncements Not Yet Adopted
In December 2019, the FASB issued
ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended
to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing
guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim
periods within those fiscal years, which is fiscal 2022 for us, with early adoption permitted. We do not expect adoption of the
new guidance to have a significant impact on our financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair
Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements. This
ASU includes additional disclosures requirements for recurring Level 3 fair value measurements including disclosure of changes
in unrealized gains and losses for the period included in other comprehensive income, disclosure of the range and weighted average
of significant unobservable inputs used to develop Level 3 fair value measurements and narrative description of measurement uncertainty
related to Level 3 measurements. Early adoption is permitted. This ASU will be effective for us on July 1, 2020. We are evaluating
the impact of the adoption of this ASU on our financial condition, results of operations and cash flows, and, as such, we are not
able to estimate the effect the adoption of the new standard will have on our 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.
The Company's subsidiary, Anton Nielsen Vojens,
ApS has one customer who is a non-related party and leases property from the Company. Rent revenues related to the operating lease
are recognized as incurred. The Company’s subsidiary Sharx DK ApS derived its commission revenues from the sales of cargo
security product from one customer. The Company has determined that is an agent of the manufacturer and collects commission revenue
at or before the delivery of product.
The Company disaggregates revenues by revenue
type and geographic location. See the below tables:
Year Ended June 30,
Revenue Type
2020
2019
Real Estate Renal
$
37,280
$
38,408
Commission Revenues
5,874
—
Total Sales by Revenue Type
$
43,154
$
38,408
The Company’s derives revenues from 100%
of foreign revenues. For the period ending June 30, 2020 and June 30, 2019 the major geographic concentrations were as follows:
The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.
The Land owned by the Company's wholly owned
subsidiary constitutes the largest asset of the Company. During the period ending June 30, 2020 the Company recorded a decrease
in the carrying value of the Land of $5,970, due to the currency translation difference. The carrying value of the Land of the
Company was as follows:
The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
Crossfield, Inc., a company of which the CEO,
Robert Wolfe is an officer and director, has made advances to the Company which are not collateralized, non-interest bearing, and
payable upon demand; however, the Company did not expect to make payment within one year. At June 30, 2020 and 2019, the Company
had a balance of $120,271 and $120,753 respectively. During the twelve-month period ended June 30, 2020 and 2019 expenses paid
on behalf of the Company were $18,125 and $17,700 respectively. The Company repaid $18,262 of the advancement during the twelve
months ending June 30, 2020.
The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
During 2006, the Company issued a promissory
note (“Note”) for $650,000, payable to the Borkwood Development Ltd, a previous shareholder of the Company (“Seller”),
payable and amortized monthly and carrying an interest at 5% per year. The Company has the right to prepay the note at any time
with a notice of 14 days. To secure the payment of principal and interest the Sellers will receive a perfect lien and security
interest in the Shares in the company ANV until the note with accrued interest is paid in full, and, 2) In the case that the Note
has not been repaid within 12 months from the day of closing the Sellers have the right to convert the debt to common stock of
Advanced Oxygen Technologies, Inc. in an amount of non-diluted shares calculated on the conversion Date, equal to the lesser of
: a) Six hundred and Fifty thousand (650,000) or the Purchase Price minus the principal payments made by the buyer, whichever
is greater, divided by the previous ten day closing price of AOXY as quoted on the national exchange, or b) Fifteen million shares,
whichever is lesser. The Note has been extended until July 1, 2021, prior to period end and interest waived through the period
ending June 30, 2020. Due to the extension, the note is not in default and therefore not convertible as of June 30, 2020. As of
June 30, 2020, the unpaid balance was $127,029.
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 3.5 years left on the term. The balance on the note as of June 30, 2020 was $61,599. During
the period ended June 30, 2020, the Company paid $17,121, in principal payments and $3,275 in interest.
The Company’s commitments and contingencies are $144,211 for 2020. See below table for the years 2020 through 2024 with a
total of $188,627. 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.
Year
Amount
2021
$
144, 211
2022
18,762
2023
18,518
2024
7,136
Total
$
188,627
Less: Long-term portion of notes payable
(44,416)
Notes payable, current portion
$
188,627
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 entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
As of June 30, 2020, the Company had federal
and state net operating loss carryforwards of approximately $20,724,241 of which approximately $380,000 may be utilized to offset
future taxable income. Section 382 of the Internal Revenue Code imposes substantial restrictions on the utilization of net operating
loss and tax credit carryforwards when a change in ownership occurs. No deferred tax debits have been recorded because it is considered
unlikely that they will be realized. The loss carryforwards will expire during the fiscal years ended June 30 as follows:
Year
Amount
2020
$
351,000
2021
29,000
Total
$
380,000
The overall effective tax rate differs from
the federal statutory tax rate of 21% due to operating losses and other deferred assets not providing benefit for income tax purposes.
A reconciliation of income tax expense at the
federal statutory rate to income tax expense at the Company's effective rate is as follows at June 30, 2020 and 2019:
2020
2019
United States Statutory Income tax Rate
21
%
21
%
Increase (Decrease) in rate on income subject to Danish income tax rates
1
%
1
%
Decrease in rate resulting from Non-Deductible expenses
—
—
Income Tax Expense
22
%
22
%
The components of income tax expense
(benefit) from continuing operations for the years ended June 30, 2020 and 2019 consisted of the following:
Current Tax Expense
2020
2019
Danish Income Tax Expense (Benefit)
$
7,805
$
6,881
Federal US Income Tax Expense (Benefit)
Current
—
—
Deferred
—
—
Total Income Tax Expense
$
7,805
$
6,881
Deferred income tax expense/(benefit) results
primarily from the reversal of temporary timing differences between tax and financial statement income.
The Company had deferred tax income tax assets
as of June 30, 2020 and 2019 as follows:
2020
2019
Net operating loss carryforwards
$
4,349,913
$
4,352,091
Valuation allowance
(4,349,913
)
(4,352,091
)
Total net deferred tax assets
$
—
$
—
The Company has maintained a full valuation
allowance against the total deferred tax assets for all period due to the uncertainty of future utilization.
The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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).
On September 23, 2019 the Company entered into
a Stock Grant and Investment Agreement with Robert Wolfe, its CEO and a Director (“Wolfe”) whereby the Company has
granted 1,000,000 shares (the “Shares”) of common stock of the Company, with a fair value of $113,000 based on a stock
price of $0.11. The shares were issued for services rendered by Wolfe to the Company and which Shares are deemed irrevocably and
fully earned and vested as of the date thereof. The Shares have been issued in reliance upon the exemption from registration pursuant
to Section 4(a)(2) of the Securities Act of 1933, as amended.
Preferred Stock:
The Company is authorized to issue 10,000,000
shares of $0.01 par value of series 2 convertible preferred stock. The Company may issue any class of preferred shares in series.
The board of directors has the authority to establish and designate series and to fix the number of shares included in each such
series. Each Series 2 preferred share is convertible into two shares of common stock at the option of the holder.
Series 2 Convertible Preferred Stock:
Each Series 2 preferred share also includes
one warrant to purchase two common shares for $5.00. The warrants are exercisable over a three-year period. In the event of the
liquidation of the Company, holders of Series 2 preferred stock would be entitled to receive $5.00 per share, plus any unpaid dividends
declared on the Series 2 preferred stock from the funds remaining after the Company's creditors, including directors, have been
paid. There have been no dividends declared. There are 177,000 Series 2 Convertible Preferred shares designated. During November
1997, 172,000 shares of Series 2 preferred stock were converted into 344,000 shares of the Company's common stock. As of June 30,
2020 and 2019, there are 5,000 shares issued, which are convertible into 2 common shares. There are no warrants outstanding that
have been issued in connection with these preferred shares.
Series 3 Convertible Preferred Stock:
The Company has designated 1,670,000 shares
of series 3 convertible preferred stock with a par value $0.01. Each share automatically converts on March 2, 2000 into either
(a) one (1) share of the Company's common stock if the average closing price of the common stock during the ten trading days immediately
prior to March 1, 2000 is equal to or greater than sixty-six cents ($0.66) per share, or (b) one and one-half (1 1/2) shares of
common stock if the average closing price of the common stock during the ten trading days immediately prior March 1, 2000 is less
than sixty-six cents ($0.66) per share. There are zero shares issued and outstanding at June 30, 2020 and 2019.
Series 5 Convertible Preferred Stock:
The Company has designated 1 share of series
5 convertible preferred stock, no par value. There is 1 Series 5 Convertible Preferred shares designated. The shares are collectively
convertible to common stock of the Company on March 5, 2004, in an amount equal to the greater of a.)290,000 shares divided by
the ten day closing price, prior to the date of acquisition of IPS, of the Company's common stock as quoted on the national exchange
and not to exceed twenty million shares, or b.) six million shares. There are zero shares issued and outstanding at June 30, 2020
and 2019.
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
The ANV lease segment which leases land in Denmark by long term leases.
·
The Sharx’s segment which generate commissions for the sale cargo security products.
·
The Corporate segment, Advanced Oxygen Technologies, Inc. which does not generate revenues, but has administrative expenses.
The following table summarizes financial information
regarding each reportable segment’s results of operations for the periods presented:
Year Ended June 30,
2020
2019
Revenue by segment
ANV lease revenues
$
37,280
$
38,408
Sharx commission revenues from security product sales
5,874
—
Corporate segment revenues
—
—
Total revenue
$
43,154
$
38,408
Segment profitability
ANV lease revenues
$
23,089
$
25,499
Sharx commission revenues from security product sales
4,457
—
Corporate segment
(130,649
)
(17,388
)
Total segment profitability
$
(103,103
)
$
8,111
The following table presents net sales, based
on the location in which the sale originated, and long-lived assets, representing property, plant and equipment, net of related
depreciation, by geographic region. All of the assets are land that are held by the Company’s subsidiary, ANV.
The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
The accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries (ANV and Sharx), after elimination of all intercompany accounts, transactions,
and profits.
The consolidated financial statements of the Company
have been prepared in accordance with U.S. GAAP and are expressed in United States dollars. The Company’s fiscal year end
is June 30.
In May 2014, the FASB issued ASU No. 2014-09,
Revenue from Contracts with Customers (Topic 606), to update the financial reporting requirements for revenue recognition.
Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.
It supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle
that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional
disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including
significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance became
effective for the Company beginning on January 1, 2018, and entities have the option of using either a full retrospective or a
modified retrospective approach for the adoption of the new standard. We adopted this standard using the modified retrospective
approach on July 1, 2018.
In preparation for adoption
of the standard, we implemented internal controls and completed our impact assessment of implementing this guidance. We have evaluated
each of the five steps in Topic 606, which are as follows: 1) identify the contract with the customer; 2) identify the performance
obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations;
and 5) recognize revenue when (or as) performance obligations are satisfied.
Rental Revenue
Revenue was not affected
materially in any period due to the adoption of ASC Topic 606 because: (1) we identified similar performance obligations under
ASC Topic 606 as compared with deliverables and separate units of account previously identified; our performance obligation is
to provide the land; (2) we determined the transaction price to be consistent; the lease agreement with the customer specifies
the transaction price; and (3) we recorded revenue at the same point in time, upon delivery under both ASC Topic 605 and ASC Topic
606, as applicable under the terms of the contract with the customer. Additionally, the accounting for fulfillment costs or costs
incurred to obtain a contract were not affected materially in any period due to the adoption of Topic 606.
Lastly, disclosure requirements under the new
guidance in Topic 606 have been significantly expanded in comparison to the disclosure requirements under the current guidance,
including disclosures related to disaggregation of revenue into appropriate categories, performance obligations, the judgments
made in revenue recognition determinations, adjustments to revenue which relate to activities from previous quarters or years,
any significant reversals of revenue, and costs to obtain or fulfill contracts.
The rental revenue is derived from the
Commercial Property lease in which quarterly payments are received pursuant to the property lease which is in effect until 2026.
(See Note 3 for further details) and from the sale of product pursuant to a non-exclusive distribution agreement. We recognize
revenue when we have satisfied a performance obligation by transferring control over a product or delivering a service to a client.
We measure revenue based upon the consideration set forth in an arrangement or contract with a client. We recognize revenue from
these services when the services are completed. If we are paid in advance for these services, we record such payment as deferred
revenue until we complete the services. As of June 30, 2020, the Company recorded $3,150 of deferred revenue in connection to rental
revenues.
Commission revenue
The Company recognizes commission
revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate
performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations,
and 5) recognize revenue as the performance obligations are satisfied as set forth below.
The Company's source of commission revenue
is from the Company’s subsidiary Sharx in which quarterly payments are received when the customer pre-pays or pays upon the
date products are drop shipped from the manufacturer pursuant to a non-exclusive distribution agreement. At such time the products
are drop shipped, the Company’s performance obligation has been satisfied and revenue is recorded The Company has determined
that it is an agent of the manufacturer and collects commission revenue at or before the delivery of product (See Note 3 for further
details).
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.
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.
Basic earnings per share is computed by dividing
income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is
computed similar to basic earnings per share except that the denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were
dilutive. As of June 30, 2020 and June 30, 2019 there were 10,000 and 10,000, potential dilutive shares that need to be considered
as common share equivalents and because of the net loss, the effect of these potential common shares is anti-dilutive for twelve-months
ended June 30, 2020 and dilutive for the twelve-months ended June 30, 2019.
For purposes of the statement of cash flows,
the Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents.
The Company maintains its cash in bank deposit
accounts which, at June 30, 2020 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.
The Company records stock-based
compensation in accordance with ASC 718, Compensation. All transactions in which goods or services are the consideration received
for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair
value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost
of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued
and are recognized over the employees required service period, which is generally the vesting period.
The preparation of the condensed consolidated
financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of
the condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reported period.
Actual results could differ from those estimates.
Financial instruments that potentially subject
the Company to major credit risk consist principally of a single subsidiary of Anton Nielsen Vojens ApS. ANV’s rent revenues
are derived from one customer. The Company’s commission revenues are subject to concentration risk as the commission revenues
are derived from one product, and one customer, but that should not be the case going forward.
The company adopted ASU No. 2016-02, Leases
(Topic 842), as of July 1, 2019, using the modified retrospective approach, which allows comparative periods not to be restated.
In addition, the company elected the package of practical expedients permitted under the transition guidance within the new standard,
which among other things, allowed the company to carry forward the historical lease classification, not reassess whether any expired
or existing contracts are or contain leases and not to reassess initial direct costs for any existing leases. The company also
elected the hindsight expedient to determine the lease terms for existing leases. The election of the hindsight expedient did not
have a significant impact on the calculation of the expected lease term.
The Company leases land to a customer. The
Company determines if an arrangement contains a lease at contract inception. An arrangement is or contains a lease if the agreement
identifies an asset, implicitly or explicitly, that the Customer has the right to use over a period of time. If an arrangement
contains a lease, the Company classifies the lease as either an operating lease or as a finance lease based on the five criteria
defined in ASC 842.
Lease liabilities are recognized at commencement
date based on the present value of the remaining lease payments over the lease term. The corresponding right-of-use asset is recognized
for the same amount as the lease liability adjusted for any payments made at or before the commencement date, any lease incentives
received, and any initial direct costs. The Company’s lease agreements may include options to renew, extend or terminate
the lease. These clauses are included in the initial measurement of the lease liability when at lease commencement the Company
is reasonably certain that it will exercise such options. The discount rate used is the interest rate implicit in the lease or,
if that cannot be readily determined, the Company's incremental borrowing rate.
Operating lease expense is recognized on a
straight-line basis over the lease term and presented within cost of sales on the Company’s consolidated statements of operations.
Finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the useful life of the asset or the
lease term. Interest expense on the finance lease liability is recognized using the effective interest rate method and is presented
within interest expense on the Company’s consolidated statements of operations and comprehensive income. Variable rent payments
related to both operating and finance leases are expensed as incurred. The Company’s variable lease payments primarily consists
of real estate taxes, maintenance and usage charges. The Company made an accounting policy election to combine lease and non-lease
components.
The Company has elected to exclude short-term
leases from the recognition requirements of ASC 842. A lease is short-term if, at the commencement date, it has a term of less
than or equal to one year. Lease expense related to short-term leases is recognized on a straight-line basis over the lease term.
The adoption of the new standard did not materially
impact consolidated net income and had no impact on cash flows.
In February 2016, the FASB issued ASU No. 2016-02
- Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for
both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying
leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase
by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or
on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and
a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of
12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors
to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing
leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted. effective January 1,
2019. On July 1, 2019 the Company adopted the requirements of Financial Accounting Standards Board (“FASB”) Accounting
Standards Update (“ASU”) No. 2016-02 (Topic 842), Leases (“ASU 2016-02”) using modified
retrospective approach. Amounts and disclosures set forth in this Form 10-K reflect this change.
In January 2017, the FASB issued
ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business. ASU No. 2017-01 most significantly revises guidance
specific to the definition of a business related to accounting for acquisitions. Additionally, ASU No. 2017-01 also affects other
areas of US GAAP, such as the definition of a business related to the consolidation of variable interest entities, the consolidation
of a subsidiary or group of assets, components of an operating segment, and disposals of reporting units and the impact on goodwill.
This ASU became effective for public entities for annual and interim periods beginning after December 15, 2017. The Company adopted
this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s condensed
consolidated financial statements or related disclosures.
In June 2018, the FASB issued ASU
No. 2018-07. The ASU expands the scope of ASU No. 2018-07 to include share-based payment transactions for acquiring goods and services
from nonemployees. An entity should apply ASU No. 2018-07 to nonemployee awards except with respect to option pricing models and
the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition
over that period). The amendments specify that ASU No. 2018-07 applies to all share-based payment transactions in which a grantor
acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. ASU
No. 2018-07 is effective for fiscal years beginning after December 15, 2018, or July 1, 2019 for the Company, and interim periods
within those fiscal years with early adoption permitted. The Company adopted the new standard as of July 1, 2019, and the new standard
had no material impact on its consolidated financial statements.
In June 2018, the FASB issued ASU
2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which
simplifies the accounting for nonemployee share-based payment transactions by expanding the scope of ASC Topic 718, Compensation
- Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. Under
the new standard, most of the guidance on stock compensation payments to nonemployees would be aligned with the requirements for
share-based payments granted to employees. This standard became effective for us on July 1, 2019. The adoption of this standard
did not have a material impact on our consolidated financial statements.
In August 2018, the FASB issued ASU
2018-13, “Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies
the fair value measurements disclosures with the primary focus to improve effectiveness of disclosures in the notes to the financial
statements that is most important to the users. The new guidance modifies the required disclosures related to the valuation techniques
and inputs used, uncertainty in measurement, and changes in measurements applied. ASU 2018-13 will be effective for the Company
for its fiscal year beginning after December 15, 2019 and each quarterly period thereafter. Early adoption is permitted. The Company
is currently assessing the impact this new guidance may have on the Company’s consolidated financial statements and footnote
disclosures.
New Accounting Pronouncements Not Yet Adopted
In December 2019, the FASB issued
ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended
to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing
guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim
periods within those fiscal years, which is fiscal 2022 for us, with early adoption permitted. We do not expect adoption of the
new guidance to have a significant impact on our financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair
Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements. This
ASU includes additional disclosures requirements for recurring Level 3 fair value measurements including disclosure of changes
in unrealized gains and losses for the period included in other comprehensive income, disclosure of the range and weighted average
of significant unobservable inputs used to develop Level 3 fair value measurements and narrative description of measurement uncertainty
related to Level 3 measurements. Early adoption is permitted. This ASU will be effective for us on July 1, 2020. We are evaluating
the impact of the adoption of this ASU on our financial condition, results of operations and cash flows, and, as such, we are not
able to estimate the effect the adoption of the new standard will have on our 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.
Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
Disclosure of accounting policy for salaries, bonuses, incentive awards, postretirement and postemployment benefits granted to employees, including equity-based arrangements; discloses methodologies for measurement, and the bases for recognizing related assets and liabilities and recognizing and reporting compensation expense.
Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.
Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.
Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
The Company disaggregates revenues by revenue
type and geographic location. See the below tables:
Year Ended June 30,
Revenue Type
2020
2019
Real Estate Renal
$
37,280
$
38,408
Commission Revenues
5,874
—
Total Sales by Revenue Type
$
43,154
$
38,408
The Company’s derives revenues from 100%
of foreign revenues. For the period ending June 30, 2020 and June 30, 2019 the major geographic concentrations were as follows:
Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
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.
Tabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date.
No deferred tax debits have been recorded because
it is considered unlikely that they will be realized. The loss carryforwards will expire during the fiscal years ended June 30
as follows:
A reconciliation of income tax expense at the
federal statutory rate to income tax expense at the Company's effective rate is as follows at June 30, 2020 and 2019:
2020
2019
United States Statutory Income tax Rate
21
%
21
%
Increase (Decrease) in rate on income subject to Danish income tax rates
1
%
1
%
Decrease in rate resulting from Non-Deductible expenses
Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.
Tabular disclosure of pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization.
The following table summarizes financial information
regarding each reportable segment’s results of operations for the periods presented:
Year Ended June 30,
2020
2019
Revenue by segment
ANV lease revenues
$
37,280
$
38,408
Sharx commission revenues from security product sales
5,874
—
Corporate segment revenues
—
—
Total revenue
$
43,154
$
38,408
Segment profitability
ANV lease revenues
$
23,089
$
25,499
Sharx commission revenues from security product sales
4,457
—
Corporate segment
(130,649
)
(17,388
)
Total segment profitability
$
(103,103
)
$
8,111
The following table presents net sales, based
on the location in which the sale originated, and long-lived assets, representing property, plant and equipment, net of related
depreciation, by geographic region. All of the assets are land that are held by the Company’s subsidiary, ANV.
Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.
Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.
Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income after deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
Amount of foreign currency translation gain (loss) which increases (decreases) assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).
Amount of cash inflow (outflow) from long-term debt by a related party. Related parties, include, but are not limited to, affiliates, owners or officers and their immediate families, and pension trusts.
Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.
Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.
Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).
Carrying value as of the balance sheet date of notes payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion.
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.
Amount equal to the present value (the principal) at the beginning of the lease term of minimum lease payments during the lease term (excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, together with any profit thereon) net of payments or other amounts applied to the principal through the balance sheet date.
The interest rate applicable to the portion of the carrying amount of long-term borrowings outstanding as of the balance sheet date, including current maturities, which accrues interest at a set, unchanging rate.
Including the current and noncurrent portions, the carrying value as of the balance sheet date of notes payable to banks, excluding mortgage notes, initially due beyond one year or beyond the operating cycle if longer.
Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due after the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.
Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile.
Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to tax credits. Including, but not limited to, research credit, foreign tax credit, investment tax credit, and other tax credits.
Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other tax credits.
Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting.
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.
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.
Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of convertible preferred stock using the if-converted method.
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income after deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income after deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income after deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
