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

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

For the quarterly period ended March 31,
2002

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

for the Transition period March 31, 2002

Commission file number 0-9951

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

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

C/O Crossfield, Inc., 133 W 13th Street,
New York, 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 all
reports required to be filled by Section
13 or 15(d)
of the Exchange Act during the past 12 months
(or for such shorter period that the Registrant
was required to file such reports), and (2)
has been subject to such filing requirements
for
the past 90 days. Yes (X) No

The number of shares of common stock outstanding
as of March 31, 2002 was 32,973,585.

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

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ADVANCED OXYGEN TECHNOLOGIES, INC.

|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 A                                                                                                 | 9

PART 1: FINANCIAL INFORMATION

Item I: Financial Statements for the three
months ending March 31, 2002. (Un-audited)

|Balance Sheet, March 31, 2002                                                                           | 3 Months       
|------------------------------------------------------------------------------------------------------- | ---------------
|Current Assets                                                                                          |                
|Cash                                                                                                    | 0.00           
|Receivables                                                                                             | 16,558.91      
|Inventory                                                                                               |                
|Total Current Assets                                                                                    | 16,558.91      
|                                                                                                        |                
|                                                                                                        |                
|Property and equipment                                                                                  |                
|Fixed Assets                                                                                            | 911,391.00     
|Accumulated Depreciation                                                                                | (911,391.04)   
|Total Property - Equipment                                                                              | (0.04)         
|                                                                                                        |                
|                                                                                                        |                
|Other Assets, Deposits                                                                                  | 4,092.50       
|                                                                                                        |                
|===============================                                                                         | ===========    
|Total Assets                                                                                            | 20,651.37      
|                                                                                                        |                
|Liabilities and Capital                                                                                 |                
|Current Liabilities                                                                                     |                
|Accounts Payable                                                                                        | 270,026.89     
|Other Current Liabilities                                                                               | 0              
|Total Current Liabilities                                                                               | 270,026.89     
|                                                                                                        |                
|Long Term Liabilities                                                                                   |                
|Note Payable, Crossfield                                                                                | 468,579.51     
|Note Payable, Director                                                                                  | 4,975.03       
|Total  Long Term Liabilities                                                                            | 473,581.43     
|================================                                                                        | ===========    
|Total Liabilities                                                                                       | 743,581.43     
|                                                                                                        |                
|Capital                                                                                                 |                
|Beginning Balance Equity                                                                                | 16,700.00      
|Preferred Stock                                                                                         | 50.00          
|Common Stock                                                                                            | 329,735.85     
|Paid in Capital                                                                                         | 20,490,298.15  
|Retained Earnings                                                                                       | (21,187,808.61)
|Treasury Stock                                                                                          | (7,284.00)     
|Net Income                                                                                              | (364,621.45)   
|Total Capital                                                                                           | (722,930.06)   
|                                                                                                        |                
|================================                                                                        | ===========    
|Total Liabilities and Capital                                                                           | 20,651.37      
|                                                                                                        |                
|                                                                                                        |                
|Income Statement
      for the three month period ending March
      31, 2002                           | 3 Months       
|Revenues                                                                                                |                
|Database Management                                                                                     | 0.00           
|Total Revenues                                                                                          | 0.00           
|                                                                                                        |                
|Cost of Sales                                                                                           | 0.00           
|                                                                                                        |                
|Gross Profit                                                                                            | 0.00           
|                                                                                                        |                
|Expenses                                                                                                |                
|Airline Expense                                                                                         | 542.95         
|Auto                                                                                                    | 658.28         
|Car Rental                                                                                              | 175.01         
|Employee Benefits                                                                                       | 126.08         
|Hotels                                                                                                  | 824.38         
|Cleaning                                                                                                | 22.73          
|Travel- Meals and entertainment                                                                         | 524.49         
|Office Expense                                                                                          | 466.34         
|Postage                                                                                                 | 244.05         
|rent                                                                                                    | 0              
|Share/Transfer Agent Expense                                                                            | 0              
|Telephone                                                                                               | 604.34         
|Travel                                                                                                  | 430.50         
|Other Expenses                                                                                          | 355.88         
|Total Expenses                                                                                          | 4,975.03       
|================================                                                                        | ===========    
|Net Income                                                                                              | (4,975.03)     
|                                                                                                        |                
|                                                                                                        |                
|Statement of Cash Flow
      for the three month period ending March
      31, 2002                     | 3 Months       
|                                                                                                        |                
|Cash flow from operating activities                                                                     |                
|Net Income                                                                                              | (4,975.03)     
|                                                                                                        |                
|Adjustments to reconcile net income to cash provided by operations                                      |                
|Accumulated Depreciation                                                                                |                
|Accounts Receivable                                                                                     |                
|Accounts Payable                                                                                        |                
|Walter Karl Advance                                                                                     |                
|Total Adjustments                                                                                       |                
|                                                                                                        |                
|================================                                                                        | ===========    
|Net Cash provided by operations                                                                         | (4,975.03)     
|                                                                                                        |                
|Cash Flows from financing                                                                               |                
|Proceeds from :                                                                                         |                
|Note Payable Director                                                                                   | 4,975.03       
|Other Long Term Liabilities                                                                             |                
|                                                                                                        |                
|Used For:                                                                                               |                
|Note Payable Crossfield                                                                                 |                
|Other Long term Liabilities                                                                             |                
|Net Cash used in Financing                                                                              | 4,975.03       
|                                                                                                        |                
|================================                                                                        | ===========    
|Net Increase (decrease) in cash                                                                         | 0.00           
|                                                                                                        |                
|                                                                                                        |                
|Statement of Changes in Financial Position
      for the three month period ending March
      31, 2002 | 3 Months       
|                                                                                                        |                
|Sources of Working Capital                                                                              |                
|Net Income                                                                                              | (4,975.03)     
|Add Backs not requiring working capital                                                                 |                
|Depreciation                                                                                            |                
|                                                                                                        |                
|Working capital from operations                                                                         | (4,975.03)     
|                                                                                                        |                
|Other Sources                                                                                           |                
|Note Payable Directors                                                                                  | 4,975.03       
|Other Long Term Liabilities                                                                             |                
|Total Sources                                                                                           | 0              
|                                                                                                        |                
|Uses of Working Capital                                                                                 |                
|Note Payable Crossfield                                                                                 |                
|Other Long term Liabilities                                                                             |                
|Total Uses                                                                                              |                
|================================                                                                        | ===========    
|Net change                                                                                              | 0              
|                                                                                                        |                
|                                                                                                        |                
|Analysis of components of change                                                                        |                
|Increase (decrease) in Current Assets                                                                   |                
|Accounts Receivable                                                                                     |                
|(Increase) decrease in Current Liabilities                                                              |                
|Client Fees Receivables                                                                                 |                
|Walter Karl Advance                                                                                     |                
|Net Change                                                                                              |                



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Item 2: Management's Discussion and Analysis
of Financial Condition and Results of Operations.

The Company maintains a large database ("Database")
of business contacts that have participated
in conference events. The Database was obtained
through acquisition and the Company's activities
of marketing events and producing CD-ROMS
for clients. The Company maintains and updates
over 100 contact fields on a quarterly basis.
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 the Company's Database .
Walter Karl's function is to market and rent
the data contained in the Database. This
is available in one of two formats: on a
one time basis, or a 'database' basis whereby
the customer will commit to a minimum number
of contact names. The majority of the customers
using the Database through WK are direct
business to business marketers. WK receives
a fee for each sale.
AOXY has an agreement with Dun and Bradstreet
whereby DB will update, correct, append,
and offer deletions to the Database. DB will
evaluate the Database each time, and has
the option to purchase contacts on a case
by case as they see fit, in which case 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 any
registered DB information.
The location in Santa Clarita, CA was the
location for operations. The Company has
abandoned this facility and the Company's
sales staff has been eliminated. Currently,
a Director of the Company allows the Company
to maintain its books, records and operations
at the Director's office.

During the period, the Company significantly
reduced its expenses. The Company was severely
impacted by the events of September 11, 2001,
and the economic downturn during 2001. The
Company continues it efforts to raise capital
to support operations and growth, and is
actively searching acquisition or merger
with another company that would compliment
AOXY or increase its earnings potential.
The Company has had discussions with candidates,
and has had no success in securing negotiations
or a transaction. Further, the Company's
financial position makes it difficult for
the Company to continue operations. The foregoing
raise substantial doubt about the Company's
ability to continue as a going concern. The
Company's continuation as a going concern
is dependent on the attainment of profitable
operations and meeting its obligations on
a timely basis, which during this period,
the Company has not been able to do.

Acquisition Efforts:

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

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

Pursuant to an employment agreement dated March 09, 1998 between the Company and John Teuber ("Employment Agreement"), on September 04, 1998 the Company terminated John Teuber for cause without relinquishing any of its rights or remedies.

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

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

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

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

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

Forward Looking Statements

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

PART II

Item 1: Legal Proceedings

There were no legal proceedings brought against the Company during this period.

Item 6. Exhibits and Reports on Form 8-K

A report on Form 8-K was filed on February
14, 2002 and reported under Item 5, on November
02, 2001, that the Company's location, and
location of books and records has changed
from Advanced Oxygen Technologies, Inc. 26883
Ruether Avenue, Santa Clarita, CA, 91351
("CA Location") to Advanced Oxygen
Technologies, 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 related
business of a director. In addition, the
Company reported that On August 01 2001,
America United Enterprises, Inc filed a notice
pursuant to Section 1951.3 of the Civil Code
concerning the real property lease by the
Company at 26883 Ruether Avenue, Santa Clarita
CA whereby the real property at the location
will be deemed abandoned and the lease will
terminate on August 14 2001 unless certain
conditions were met. As of November 02, 2001,
America United Enterprises has terminated
the lease. See Exhibit A.

SIGNATURE

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

Date: May 13, 2002

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

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Exhibit A

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 02, 2001
(Date of Earliest Event Reported)
ADVANCED OXYGEN TECHNOLOGIES, Inc.
(Exact Name of Registrant as Specified in
its Charter)
Delaware 000-09951 91-1143622
(State of Incorporation) (Commission File
No.) (I.R.S. Employer
Identification No.)
C/O Crossfield Incorporated
133 West 13th St. Suite #5
New York, NY 10011
(Address of Principal Executive Offices)
Registrant's Telephone Number: (212) 727-7085
26883 Ruether Avenue
Santa Clarita, CA, 91351
(Former Address)
================================================================================

ITEM 5: EVENTS: CHANGE IN ADDRESS OF COMPANY
The Company's location, and location of books
and records has changed from
Advanced Oxygen Technologies, Inc. 26883
Ruether Avenue, Santa Clarita, CA, 
91351 ("CA Location") to Advanced
Oxygen Technologies, 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 related business of the 
president, Robert E. Wolfe.
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, as
amended, the registrant has duly caused this
report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: February 13, 2002. ADVANCED OXYGEN
TECHNOLOGIES, INC.
BY:/s/ Robert E. Wolfe
-------------------------------
Robert E. Wolfe
President