**U.S. SECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549FORM 10-QSB

(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR15 (d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31,2006

( )TRANSITION REPORT PURSUANT TO SECTION 13 OR15 (d)OF THE SECURITIES EXCHANGE ACT COMMISSION OF 1934

for the Transition period December 31, 2006

Commission file number 0-9951

**ADVANCED OXYGEN TECHNOLOGIES, INC.**-------------------------------------------------------------(Exact name of small business issuer as specified in its charter)

Delaware                                             91-1143622-----------------------                             ----------------------(State ofIncorporation)              (IRS Employer Identification No.)

C/O Crossfield, Inc., 133 W 13th Street, NewYork, NY 10011-------------------------------------------------------(Address of principal executive offices)

C/O Crossfield, Inc. (212)-727-7085---------------------------------------------------(Issuer's telephone number)

Check whether the issuer (1) has filed allreports required to be filled by Section 13 or 15(d)of the Exchange Act during the past 12 months (or for suchshorter period that the Registrantwas required to file such reports), and (2) has been subject tosuch filing requirements forthe past 90 days. Yes (X) No

At December 31, 2006 there were 46,973,585issued shares and 45,853,585outstanding shares of the registrant's Common Stock, $.01 parvalue.

Transitional Small Business Disclosure Format(check one): Yes( ) No( X )

 

ADVANCED OXYGEN TECHNOLOGIES, INC.

 

 

 

| **INDEX**                                                                                                   |
|-------------------------------------------------------------------------------------------------------------|
| PART I: Financial        Information                                                                        | **2** |
| Item I: Financial Statements                                                                                | **2** |
| Balance Sheet                                                                                               | **2** |
| Income Statement                                                                                            | **3** |
| Statement of Cash Flow                                                                                      | **4** |
| Statement of Changes                                                                                        | **5** |
| Item 2: Management's        Discussion and Analysis of Financial Condition and        Results of Operations | **6** |
| PART II                                                                                                     | **8** |
| Item 1: Legal Proceedings                                                                                   | **8** |
| - Item 6. Exhibits and Reports on Form 8-K                                                                  | **8** |
| Signature                                                                                                   | **8** |
| EXHIBIT 99.1 (A), 99.1(B) Certifications of Officers                                                        | **8** |
| EXHIBIT 99.1 (C), 99.1(D) Certifications of Officers                                                        | **9** |
|                                                                                                        |   |

 

 

PART 1: FINANCIAL INFORMATION 

Item I: Consolidated Financial Statements for the three monthsending December 31, 2006. (Unaudited)

|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
|-----------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------|-------------------------------------------------------|
|                              | **ADVANCED        OXYGEN TECHNOLOGIES, INC.**                                                                                                                                                                                                               |                                                 |                                                  |
|                              | **BALANCE        SHEETS**                                                                                                                                                                                                                                   |                                                 |                                                  |
|                              | As of        December 31, 2006 and June 30, 2006                                                                                                                                                                                                            |                                                 |                                                  |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
|                              | **ASSETS**                                                                                                                                                                                                                                                  |                                                 |                                                  |
|                              |                                                                                                                                                                                                                                                        | December 31, 2006,        Unaudited                  | June 30, 2006, Audited                                |
| CURRENT        ASSETS             |                                                                                                                                                                                                                                                        |                                                 |
|                              |    Cash                                                                                                                                                                                                                                           | $              213,773 | $               378,984 |
|                              |   Accounts        Receivable                                                                                                                                                                                                                           | 5,391                                                |                                                  |
|                              |   Note Receivable                                                                                                                                                                                                                                      | 56,034                                               |                                                  |
|                              |                                                                                                                                                                                                                                                        | ------------                                         | ------------                                          |
|                              |              Total Current Assets                                                                                                                                                                                                  | 275,198                                              | 378,984                                               |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
| FIXED ASSETS                      |                                                                                                                                                                                                                                                        |                                                 |
|                              | Land and buildings                                                                                                                                                                                                                                          | 650,000                                              | 650,000                                               |
|                              |                                                                                                                                                                                                                                                        | ------------                                         | ------------                                          |
|                              |      Total Fixed        Assets                                                                                                                                                                                                          | 650,000                                              | 650,000                                          |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
| OTHER ASSETS                      |                                                                                                                                                                                                                                                        |                                                 |
|                              | Investment in  Mobile Group, Inc.                                                                                                                                                                                                                      | -                                                    | -                                                     |
|                              |                                                                                                                                                                                                                                                        | ------------                                         | ------------                                          |
|                              |                                                                                                                                                                                                                                                        | $           925,198                        | $           1,028,984                       |
|                              |                                                                                                                                                                                                                                                        | ============                                         | ============                                          |
|                              |                    **LIABILITIES AND STOCKHOLDERS' DEFICIENCY   **                     |                                                 |                                                  |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
| CURRENT        LIABILITIES        |                                                                                                                                                                                                                                                        |                                                 |
|                              |    Accounts        payable                                                                                                                                                                                                                        | $           55,004                         | $           52,814                          |
|                              |   Accrued Expenses                                                                                                                                                                                                                                     | 1,886                                                | 1,886                                                 |
|                              |   Client Escrow        Funds                                                                                                                                                                                                                           | -                                                    | 373,984                                               |
|                              |   Current Portion of        Long Term Debt                                                                                                                                                                                                             | 4,742                                                | 4,742                                                 |
|                              |   Note Payable                                                                                                                                                                                                                                         | 546,552                                              | 650,000                                               |
|                              |    Payroll and        sales taxes payable                                                                                                                                                                                                         | 63,953                                               | 63,953                                                |
|                              |                                                                                                                                                                                                                                                        | ------------                                         | ------------                                          |
|                              | Total current liabilities                                                                                                                                                                                                                                   | 672,137                                              | 1,147,379                                             |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
|                              |    Long Term        Debt, subsidiary                                                                                                                                                                                                              | 97,561                                               | 97,561                                                |
|                              |    Due to        affiliate                                                                                                                                                                                                                        | 33,535                                               | 31,335                                                |
|                              |                                                                                                                                                                                                                                                        | ------------                                         | ------------                                          |
|                              | Total Long Term Debt                                                                                                                                                                                                                                        | 131,096                                              | 128,896                                               |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
| STOCKHOLDERS'        DEFICIENCY - |                                                                                                                                                                                                                                                        |                                                 |
|                              |           Convertible preferred stock, Series 2, par value $0.01;        authorized  10,000,000 shares; issued and        outstanding 5,000 shares liquidating preference $25,000                                                       | 50                                                   | 50                                                    |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
|                              |    Convertible        preferred stock, Series 3, par value $0.01; authorized        and issued, 1,670,000 shares                                                                                                                                  | 16,700                                               | 16,700                                                |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
|                              |    Convertible        preferred stock, Series 4; issued and outstanding,                                                                                                                                                                          | -                                                    | -                                                     |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
|                              |    Convertible        preferred stock, Series 5; issued, 1 share                                                                                                                                                                                  | -                                                    | -                                                     |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
|                              |    Common        stock, par value $0.01; authorized, 90,000,000 shares;        issued 46,973,585 shares                                                                                                                                           | 469,736                                              | 469,736                                               |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
|                              |    Additional        paid-in capital                                                                                                                                                                                                              | 20,497,769                                           | 20,497,769                                            |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
|                              |     Accumulated        deficit                                                                                                                                                                                                                    | (20,855,006)                                         | (21,224,262)                                          |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
|                              |    Less treasury stock, at        cost                                                                                                                                                                                                            |                                                 |                                                  |
|                              |              1,670,000 shares of convertible preferred   stock,        Series 3                                                                                                                                                    | (7,284)                                              | (7,284)                                               |
|                              |       1,120,000        shares of common stock                                                                                                                                                                                           | -                                                    | -                                                     |
|                              |                                                                                                                                                                                                                                                        |                                                 |                                                  |
|                              |                                                                                                                                                                                                                                                        | ------------                                         | ------------                                          |
|                              |                                                                                                                                                                                                                                                        | 121,965                                              | (247,291)                                             |
|                              |                                                                                                                                                                                                                                                        | ------------                                         | ------------                                          |
|                              |                                                                                                                                                                                                                                                        | $          925,198                         | $          1,028,984                        |
|                              |                                                                                                                                                                                                                                                        | ============                                         | ============                                          |

 

| **Consolidated        Statement of Operations and Changes in Accumulated        Deficit** | 3 Month Period Unaudited | 6 Month Period Unaudited | 3 Month Period Unaudited | 6 Month Period Unaudited |
|-------------------------------------------------------------------------------------------|--------------------------|--------------------------|--------------------------|--------------------------|
|                                                                                      | Ending                   | Ending                   | Ending                   | Ending                   |
|                                                                                      | **Dec. 31, 2006**        | **Dec. 31, 2006**        | **Dec.        31, 2005** | **Dec.        31, 2005** |
| Revenues                                                                                  |                     |                     |                     |                     |
| Real Estate Rental        Revenues                                                        | 13,904                   | 27,573                   |                     |                     |
| Software Sales IP Service                                                                 | -                        | -                        | -                        | -                        |
| Total Revenues                                                                            | -                        | -                        | -                        | -                        |
|                                                                                      |                     |                     |                     |                     |
| Cost of Sales                                                                             |                     |                     |                     |                     |
| Cost of Sales IP Service                                                                  | -                        | 9,432                    | -                        | -                        |
| Selling Expenses IP        Service                                                        | -                        | -                        | -                        | -                        |
|  Total Cost of Sales                                                                 | -                        | 9,432                    | -                        | -                        |
|                                                                                      |                     |                     |                     |                     |
| Gross Profit                                                                              | 13,904                   | 18,141                   | -                        | -                        |
|                                                                                      |                     |                     |                     |                     |
| Expenses                                                                                  |                     |                     |                     |                     |
| Accounting Fees                                                                           | -                        | 3,000                    | -                        | -                        |
| Interest Expense                                                                          | 1,880                    | 679                      | -                        | -                        |
| General &        Administrative Expenses                                              | 10,803                   | 19,233                   | -                        | -                        |
| Share/Transfer Agent        Expense                                                       | 30                       | 30                       |                     | -                        |
| Total Expenses                                                                            | 12,713                   | 22,942                   | -                        | -                        |
| **Net Income Operational        (Loss)**                                                  | 1,191                    | (4,801)                  | -                        | -                        |
|                                                                                      |                     |                     |                     |                     |
| Other Income (Expense)                                                                    |                     |                     |                     |                     |
| Interest Income                                                                           | 73                       | 73                       |                     |                     |
| Gain (loss) on Sale of        Asset                                                       | -                        | 372,984                  |                     |                     |
| Total Other Income        (Expense)                                                       | 73                       | 372,984                  |                     |                     |
|                                                                                      |                     |                     |                     |                     |
| Net Income                                                                                | 1,264                    | 369,256                  |                     |                     |
|                                                                                      |                     |                     |                     |                     |
| Accumulated Deficit                                                                       |                     |                     |                     |
| Beginning of Period                                                                       | (20,856,270)             | (21,224,262)             | (21,211,348)             | (21,211,348)             |
| End of Period                                                                             | (20,855,006)             | (20,855,006)             | (21,211,348)             | (21,211,348)             |

 

| **Consolidated        Statement of Cash Flow**                     | 6 Month Period Unaudited | 6 Month Period Unaudited |
|-------------------------------------------------------------------------|--------------------------|--------------------------|
|                                                                    | Ending                   | Ending                   |
|                                                                    | **Dec. 31, 2006**        | **Dec.        31, 2005** |
| **Cash flow from        operating activities**                          |                     |                     |
| Net Income (Loss)                                                       | 369,256                  | 3,600                    |
|                                                                    |                     |                     |
| Adjustments to reconcile        net loss to cash provided by operations |                     |                     |
| Note Receivable                                                         | (56,034)                 | -                        |
| Accounts Receivable                                                     | (5,391)                  | (722)                    |
| Accounts Payable and        Accrued Expenses                            | 2,190                    | (10,698)                 |
| Client Escrow Funds                                                     | (373,984)                |                     |
| Note Payable                                                            | (103,448)                |                     |
| Total Adjustments                                                       | (536,667)                | (5,719)                  |
| Net Cash provided (used)        by operations                           | (167,411)                | (2,119)                  |
|                                                                    |                     |                     |
| **Cash Flows from        financing activities:**                        |                     |                     |
| Proceeds from:                                                          |                     |                     |
| Note Payable, Crossfield                                                | (2,200)                  | -                        |
|                                                                    |                     |                     |
| **Net Cash Flows from        Financing Activities:**                    | (2,200)                  | 2,125                    |
|                                                                    |                     |                     |
|                                                                    |                     |                     |
| **Net Increase        (decrease) in Cash**                              | (165,211)                | 6                        |
|                                                                    |                     |                     |
| **Summary**                                                             |                     |                     |
| **Cash Balance at        beginning of Period**                          | 378,984                  | 2,780                    |
| **Cash Balance at End of        Period**                                | 213,773                  | 2,786                    |
|                                                                    |                     |                     |
| **Net Increase        (Decrease) in Cash**                              | (165,211)                | 6                        |
|                                                                    |                     |                     |

**Item 2: Management's Discussion and Analysis of FinancialCondition and Results of Operations.**

For the three month and six month period ending December 31,2006, the Company had profits of $1,264 and $369,256respectively. The results were from the Company's wholly ownedsubsidiary..

On September 1, 2006 the Company sold its minority position of20% of Mobile Group Inc. to KBA Holding ApS for one dollar.

On August 1, 2006, the Company was notified by Bernstien &Pinchuk LLP that they had resigned as the Company's independentauditors. On September 12, 2006 the Company engaged HorwathRevisorenrne, AS Strandvejen 58, Hellerup, Denmark as itscertified independent accounting firm/outside auditor.

Pursuant to an acquisition agreement on March 3, 2006 AntonNielsen Vojens ApS ("ANV"), a wholly owned subsidiaryof Advanced Oxygen Technologies, Inc. ("AOXY") enteredinto an agreement to sub divide and sell a 3,300 M2 portion ofits Vojens City property ('Property") for Two Million Threehundred Thousand Danish Krone (2.300.000 DKk) toEjendomsselskabet Ostergade 67 ApS, a Danish company("EO") in an as-is condition.

Pursuant to a stock acquisition agreement on February 3, 2006Advanced Oxygen Technologies, Inc. ("AOXY") purchased100.00% of the stock of Anton Nielsen Vojens ApS("ANV"), a Danish company from Borkwood DevelopmentLtd. (a crruent shareholder of AOXY) for Six Hundred and FiftyThousand US Dollars. ANV ownes commercial real estate andproduces rental income.

Pursuant to a stock acquisition agreement attached hereto asexhibit III ("Stock Acquisition Agreement"), on April27, 2005 Advanced Oxygen Technologies, Inc. sold 100.00% of thestock of IP Service ApS to Securas, Ltd. 7 Stewards Court,Carlisle Close, Kingston Upon Thames, Surrey KT2 7AU, UnitedKingdom ("SecurAs") for consideration as follows: Thepurchase price will be Seven Hundred and Fifty ThousandUS Dollars payable as follows: a) Cash and or b) Royalties,which are comprised of 33.33% of all revenue derived from orassociated with IP Service ApS or any of its products, whichshall be payable quarterly on the 10th day following each quarterand SecurAs will deliver a certified audit of the revenues of IPService ApS annually to Advanced Oxygen Technologies Inc. At anytime Advanced Oxygen Technologies, Inc. can conduct andindependent audit of IP Service ApS. At closing, SecurAs did NOTpay any cash to Advanced Oxygen Technologies, Inc.

Pursuant to a waiver agreement attached hereto as exhibit II("Waiver Agreement"), on April 23, 2005 theshareholders that sold IP Service ApS to Advanced OxygenTechnologies, Inc. ("IP Sellers") entered into a waiveragreement with Advanced Oxygen Technologies, Inc. whereby: the IPSellers waived and relinquished all rights to collect the shareconversion owed to the IP Sellers from the conversion of apreferred share ("Preferred Share") pursuant to thestock acquisition agreement of March 3, 2003 (agreement governingthe purchase of IP Service ApS, "IP PurchaseAgreement"), the IP Sellers release and indemnify AdvancedOxygen Technologies, Inc. and Advanced Oxygen Technologies, Inc.release and indemnify the IP Sellers for breach of contract,making false warranties and representations, and, liabilitiesassociated with the remedies of set off pursuant to the IPPurchase Agreement, and, for consideration of the above the IPSellers will deliver to Advanced Oxygen Technologies, Inc. thePreferred Share and One Million One hundred twenty thousand(1,120,000) shares of Advanced Oxygen Technologies, Inc.

Pursuant to a merger agreement on April 23, 2005 Mobile GroupInc., ("Mobile"a formerly wholly owned subsidiary ofAdvanced Oxygen Technologies, Inc. acquired 100% of the issuedand outstanding stock of Mobiligroup, ApS in exchange for 800shares of Mobile representing 80% of the issued and outstandingshares of Mobile.

Pursuant to a stock acquisition on March 05, 2003 AdvancedOxygen Technologies, Inc. (AOXY or the Buyer) purchased 100% ofthe issued and outstanding stock of IP Services, ApS (IP or theCompany) from all of its owners (the Shareholders) for value offive hundred thousand dollars (Purchase Price). AOXY issuedfourteen million shares of common stock and one share ofpreferred convertible stock to the Shareholders for payment andconsideration of the Purchase Price. Concurrently, pursuant to anEmployment Agreement on March 05, 2003 AOXY entered into anagreement with Kurd Sondergaard (Employee). The Employee will beemployed by AOXY for four years and will perform duties ofpresident of IP, and AOXY and the Shareholders entered into acovenant of non competition agreement whereby the Shareholdersagreed not to compete with IP for a period of five years.

At a special meeting of the Board of Directors, AOXY removedJoseph N. Noll as a director due to his inability to perform hisduties as a director. AOXY appointed Kurt Sondergaard andLawrence Donofrio to the board of directors to replace Joseph N.Noll . Kurt Sondergaard founder and major shareholder of thecompany, Mr. Sondergaard was educated in the Danish Navy as anelectronic engineer. He has worked for 10 years in the electronicsecurity industry, specifically in the IT sector. During thisperiod, Kurt has developed as a business entrepreneur, buildingand selling an IT business. Lawrence Donofrio graduated fromHamilton College with a BA in English studies. He then worked atCitibank for three years as a financial analyst, and five yearsas a private financial consultant. He then took a position withBankers Trust for two years and since 1982 has been a privateconsultant in the financial industry.

The Company maintains a database ("Database") ofbusiness contacts that have participated in conference events.The Database was obtained through acquisition and the Company'sactivities of marketing events and producing CD-ROMS for clients.The Company maintains and updates contact fields on a quarterlybasis.AOXY has a database management contract with Dun and Bradstreet,("DB") and Walter Karl, Inc., a division of InfoUSA,Inc. ("WK") whereby, Walter Karl, Inc. will broker theCompany's Database. Walter Karl's function is to market and rentthe data contained in the Database. This is available in one oftwo formats: on a one time basis, or a 'database' basis wherebythe customer will commit to a minimum number of contact names.The majority of the customers using the Database through WK aredirect business to business marketers. WK receives a fee for eachsale. During the year ending June 30, 2002 Walter Karl was theCompany s only source of revenue. During this period, Walter Karlis the Company s only customer.AOXY has an agreement with Dun and Bradstreet whereby DB willupdate, correct, append, and offer deletions to the Database. DBwill evaluate the Database each time, and has the option topurchase contacts on a case by case as they see fit, in whichcase AOXY would receive a fee. Correspondingly, should AOXY,rent, sell or otherwise profit from registered DB information,AOXY would pay a fee to DB. To date, AOXY has not sold anyregistered DB information.The Company had a location in Santa Clarita, CA for operations.The Company had abandoned this facility and equipment andmaintains no staff other than the sole officer of the Company.Currently, the sole officer of the Company allows the Company tomaintain its books, records and operations at his office.

The Company continues its efforts to raise capital to supportoperations and growth, and is actively searching acquisition ormerger with another company that would compliment AOXY orincrease its earnings potential. During this period, the Companyhas had discussions with candidates, and has had no success insecuring negotiations or a transaction. Further, the Company'sfinancial position makes it difficult for the Company to continueoperations. The foregoing raise substantial doubt about theCompany's ability to continue as a going concern. The Company'scontinuation as a going concern is dependent on the attainment ofprofitable operations and meeting its obligations on a timelybasis, which during this period, the Company has not been able todo.

**Acquisition Efforts:**

The Company continues it efforts to raise capital to supportoperations and growth, and is actively searching acquisition ormerger with another company that would compliment AOXY orincrease its earnings potential. During this period, the Companyhas been in discussion with five Companies looking to beacquired. AOXY has not negotiated any terms nor proposed anyacquisitions of any of these companies that have been accepted.In addition, the Company is in discussion with potential lendinginstitutions to assist in financing any proposed acquisition. TheCompany expects difficulty in financing the growth of theincreased business or acquisition and has been concentrating onraising capital and/or obtaining a line of credit.

**Historical Operations:**On March 9, 1998, pursuant to an Agreement for Purchase and Saleof Specified Business Assets ("Purchase Agreement"), aPromissory Note ("Note"), and a Security Agreement("Security Agreement") all dated March 9, 1998,Advanced Oxygen Technologies, Inc. (the "Company")purchased certain tangible and intangible assets (the"Assets") including goodwill and rights under certaincontracts, from Integrated Marketing Agency, Inc., a CaliforniaCorporation ("IMA").

Pursuant to an employment agreement dated March 09, 1998between the Company and John Teuber ("EmploymentAgreement"), on September 04, 1998 the Company terminatedJohn Teuber for cause without relinquishing any of its rights orremedies. 

Pursuant to the Note, the Purchase Agreement, and the SecurityAgreement between the Company and ("IMA"), the Companyon September 04, 1998 exercised its right of "Set Off"of the Note, as defined therein due to IMA's breach of numerousrepresentations, warranties and covenants contained in the Noteand certain ancillary documents. The Company further reserved anyand all rights and remedies available to it under the Note,Purchase Agreement and Security Agreement. 

The Company entered into a two year employment agreement("NAG Agreement" as contained in Exhibit I of theregistrants SEC Form 10-K for the period ending June 30, 1998)with Nancy Gaylord on March 13, 1998. On September 18, 1998,Nancy Gaylord terminated her employment with the Company. The NAGAgreement had no provision for this termination. The Companyentered into a lease agreement as contained in Exhibit I of theregistrants SEC Form 10-QSB for the period ending September 30,1998 with America-United Enterprises Inc. on October 01, 1998 andtook possession of 4,700 sf. of premises on November 06,1998 inSanta Clarita for its CA location. Currently, this is the onlyCalifornia location of the Company. 

On December 9, 1998 the company delivered to IMA,"Notification to Indemnifying Party and Demand forIndemnification for $2,251,266." Pursuant to the Note, thePurchase Agreement, the Security Agreement, and the EmploymentAgreement (collectively the "Agreements"), the Companydemanded that IMA pay $2,251,266 or defend the Company againstthe Liabilities (as defined therein) due to, among other things,IMA's breach, representations, warranties, and violation of theAgreements. 

On January 29, 1999, pursuant to the Purchase Agreement of1/28/99, Advanced Oxygen Technologies, Inc. ("AOXY")purchased 1,670,000 shares of convertible preferred stock ofAdvanced Oxygen Technologies, Inc. ("STOCK") and a$550,000 promissory note issued by Advanced Oxygen Technologies,Inc. ("Note") from Integrated Marketing Agency, Inc.("IMA"). The terms of the Purchase Agreement were: AOXYpaid $15,000 to IMA, assumed a Citicorp Computer Equipment Lease,#010-0031648-001 from IMA, delivered to IMA certain tangiblebusiness property (as listed in Exhibit A of the PurchaseAgreement), executed a one year $5,000 promissory note with IMA,and delivered to IMA a Request For Dismissal of case #PS003684(restraining order) filed in Los Angeles county superior court.IMA sold, transferred, and delivered to AOXY the Stock and theNote. IMA sold, transferred, assigned and delivered the Note andthe Stock to AOXY, executed documents with Citicorp Leasing, Inc.to effectuate an express assumption by AOXY of the obligationunder lease #010-0031648-001 in the amount of $44,811.26,executed a UCC2 filing releasing UCC-1 filing #9807560696 filedby IMA on March 13, 1998, and delivered such documents asrequired. In addition, both IMA and AOXY provided mutualliability releases for the other. 

On April 18, 2000, notice was given that the Board ofDirectors and persons owning 64.7%, or 19,180,500 shares ofcommon stock of Advanced Oxygen Technologies, Inc. have electedto adopt the following proposals: 1. To amend and restate theCompany's Restated Articles of Incorporation to increase theCompany's authorized Common Shares from 30,000,000 to 90,000,000shares, 2. The Board of Directors has approved an amendment tothe Company s Certificate of Incorporation to change the name ofthe Company to AOXY, Inc. The Company s current name was adoptedin 1985 when the Company was focused on applications of itstechnology which it has since disposed of or otherwise abandoned.The Board of Directors believes it would be more appropriate forthe Company to utilize a corporate name which more accuratelydescribes the current focus of the Company or is not misleadingas to the Company s operations. The above amendments to theCertificate of Incorporation will be filed with the Secretary ofState of the State of Delaware, and the Name Change will becomeeffective as of 5:00 p.m. Eastern Time, on the date of suchfiling.

On December 31, 2000, AOXY entered into an agreement withEastern Star, ltd, and Baldwin Construction Co (the"Purchasers") whereby  the Purchasers will buythree million shares of capital stock of AOXY for one hundred andtwenty five thousand dollars pursuant to a purchase agreement("Purchase Agreement"). The Company has concluded theissuance and delivery of the shares pursuant to the PurchaseAgreement. In addition, the Company received a request from AnnSejeroe for a conversion of her 1 Preferred Share number P 0002issued April 16, 1998, and in accordance with the restrictions,terms and conditions, as evidenced on the reverse side of theshare certificate, the Company issued 333,333 shares bearing arestrictive legend.

On February 14, 2002 the Company gave notice of the change ofthe Company's location, and location of books and records fromAdvanced Oxygen Technologies, Inc. 26883 Ruether Avenue, SantaClarita, CA, 91351 ("CA Location") to Advanced OxygenTechnologies, Inc. c/o Crossfield, Inc. 133 W 13th Street, Suite#5, New York, NY 10011, Telephone (212)-727-7085, Fax(208)-439-5488. This location is co-located with a relatedbusiness of the president, Robert E. Wolfe.

Pursuant to a stock acquisition agreement, on March 05, 2003Advanced Oxygen Technologies, Inc. (AOXY or the Buyer) purchased100% of the issued and outstanding stock of IP Services, ApS (IPor the Company) from all of its owners (the Shareholders) forvalue of five hundred thousand dollars (Purchase Price). AOXYissued fourteen million shares of common stock and one share ofpreferred convertible stock to the Shareholders for payment andconsideration of the Purchase Price.

Pursuant to an Employment Agreement, on March 05, 2003 AOXYentered into an agreement with Kurd Sondergaard (Employee). TheEmployee will be employed by AOXY for four years and will performduties of president of IP. And, pursuant to the covenant of noncompetition agreement, the Shareholders agreed not to competewith IP for a period of five years.

On March 5, 2003 at a special meeting of the Board ofDirectors, AOXY removed Joseph N. Noll as a director due to hisinability to perform his duties as a director. AOXY appointedKurt Sondergaard and Lawrence Donofrio to the board of directorsto replace Joseph N. Noll . Kurt Sondergaard founder and majorshareholder of the company, Mr. Sondergaard was educated in theDanish Navy as an electronic engineer. He has worked for 10 yearsin the electronic security industry, specifically in the ITsector. During this period, Kurt has developed as a businessentrepreneur, building and selling an IT business. LawrenceDonofrio graduated from Hamilton College with a BA in Englishstudies. He then worked at Citibank for three years as afinancial analyst, and five years as a private financialconsultant. He then took a position with Bankers Trust for twoyears and since 1982 has been a private consultant in thefinancial industry.

Pursuant to a Waiver Agreement on June 26, 2003 , the debtholders (Debt Holders defined in the Waiver Agreement) waived andrelinquished all right, to collect from AOXY the debt owed toeach of the Debt Holders by Advanced Oxygen Technologies, Inc.(AOXY) in an amount to each Debt Holder as set forth on Schedule2 in the Waiver Agreement (the "Debt") plus anyinterest earned thereon. In consideration of the release of theAOXY. AOXY will compensate, pay, transfer, assign and distributethe database ("Database") and all rights thereto, ofconference attendees, hi tech decision makers, and otherindividuals, and all the associated accounts receivable("Accounts Receivable") due and owing, whether known orunknown.

**Forward Looking Statements**

Certain statements contained in this report, includingstatements concerning the Company's future and financingrequirements, the Company's ability to obtain market acceptanceof its products and the competitive market for sales of smallproduction business' and other statements contained hereinregarding matters that are not historical facts, are forwardlooking statements; actual results may differ materially fromthose set forth in the forward looking statements, whichstatements involve risks and uncertainties, including withoutlimitation to those risks and uncertainties set forth in any ofthe Company's Registration Statements under the heading"Risk Factors" or any other such heading. In addition,historical performance of the Company should not be considered asan indicator for future performance, and as such, the futureperformance of the Company may differ significantly fromhistorical performance.

**PART II**

Item 1: Legal Proceedings 

There were no legal proceedings brought against the Companyduring this period. 

Item 6. Exhibits and Reports on Form 8-K 

There were no reports filed on Form 8-K during this period.

**EXHIBIT 99.906CERT (A)CERTIFICATION OF CHIEF EXECUTIVE OFFICERPURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

**EXHIBIT 99.906CERT (B)CERTIFICATION OF TREASURERPURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

**EXHIBIT 99.CERT (C)CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

**EXHIBIT 99.CERT (D)CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

SIGNATURE 

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

Date: February 12, 2007

 

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