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EX-32.1 - CERTIFICATION - AS-IP TECH INCasiq_ex321.htm
EX-32.2 - CERTIFICATION - AS-IP TECH INCasiq_ex322.htm
EX-31.2 - CERTIFICATION - AS-IP TECH INCasiq_ex312.htm
EX-31.1 - CERTIFICATION - AS-IP TECH INCasiq_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


ANNUAL REPORT

FORM 10-K/A - 3


(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934


For the fiscal period ended JUNE 30, 2015


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT


Commission file number 000-27881


AS-IP TECH, INC.

(Formerly ASI ENTERTAINMENT, INC.)

(Exact name of small business issuer as specified in its charter)


Delaware

522101695

(State or other jurisdiction of

(IRS Employer Identification No.)

incorporation or organization)

 


Suite 3, Level 7, 24 Collins Street

Melbourne, Victoria, 3000, Australia

(Address of principal executive officers)


+1 424-888-2212

(Issuer's telephone number)


Securities registered under Section 12(g) of the Exchange Act: Common Stock


Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [ ] No [X]


Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [ ] No [X]


Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 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 [ ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes [ ] No [X]


Indicate by check mark if there is no disclosure of delinquent files in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

(do not check if a smaller reporting company)

 


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ] No [X]


As of June 30, 2015, the aggregate market value of shares held by non-affiliates (based on the closing price of $0.021 on that date) was approximately $1,031,503.



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.


Class Outstanding at September 15, 2014:


Common Stock, par value $.0001 per share, 92,457,204


Documents incorporated by reference: None


 


Explanatory Note

 

This Amendment No. 3 (“Amendment No. 3”) to the Company’s Annual Report on Form 10-K and Form 10-K/A for the year ended June 30, 2015, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 28, 2015, September 30, 2015 and February 17, 2016 respectively, (the “Original Filings”), to include the Financial Statements including the Report Of Independent Registered Public Accounting Firm in its entirety.

 

Except as described above, this Amendment No. 3 does not amend, update or change any other items or disclosures contained in the Original Filings as amended by this Amendment No. 3, including the previously reported financial statements and other financial disclosures included in the Original Filings, and accordingly, this Amendment No. 3 does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment No. 3 should be read in conjunction with our other filings with the SEC.

 

 





2




Table of Contents



PART I.

4

 

 

  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

4

  ITEM 9A. CONTROLS AND PROCEDURES.

5

  ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K.

6



















3




PART I.


FORWARD LOOKING STATEMENTS


THIS ANNUAL REPORT ON FORM 10-K/A INCLUDES "FORWARD-LOOKING STATEMENTS" AS DEFINED BY THE SECURITIES AND EXCHANGE COMMISSION.  THESE STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY ANY FORWARD-LOOKING STATEMENTS.  FORWARD-LOOKING STATEMENTS, WHICH INVOLVE ASSUMPTIONS AND DESCRIBE FUTURE PLANS, STRATEGIES AND EXPECTATIONS, ARE GENERALLY IDENTIFIABLE BY USE OF THE WORDS "MAY," "WILL," "COULD", "SHOULD," "EXPECT," "ANTICIPATE," "ESTIMATE," "BELIEVE," "INTEND" OR "PROJECT" OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS ON THESE WORDS OR COMPARABLE TERMINOLOGY.  THESE FORWARD-LOOKING STATEMENTS ARE BASED ON ASSUMPTIONS THAT MAY BE INCORRECT.  ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON, EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


OVERVIEW


AS-IP TECH, INC.


FINANCIAL STATEMENTS


June 30, 2015 and 2014



TABLE OF CONTENTS


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

F-1

 

 

FINANCIAL STATEMENTS

 

     Balance sheets

F-2

     Statements of operations

F-3

     Statements of stockholders' deficit

F-4

     Statements of cash flows

F-5

     Notes to financial statements

F-6


 

 














4




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of AS-IP Tech, Inc.:
 
We have audited the accompanying consolidated balance sheets of AS-IP Tech, Inc. (“the Company”) as of June 30, 2015 and 2014 and the related statement of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit. 
 
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion. 
 
In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of AS-IP Tech, Inc., as of June 30, 2015 and 2014, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.
 
The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


 

/s/ B F Borgers CPA PC


B F Borgers CPA PC

Lakewood, CO

September 28, 2015









F-1




AS-IP TECH, INC.

BALANCE SHEETS

(AUDITED)



 

June 30,

 

2015

 

2014

ASSETS

 

 

 

Current Assets

 

 

 

  Cash

$

222

 

$

12,348

Accounts receivable

 

13,438

 

 

11,414

 

 

 

 

 

 

Total current assets

 

13,660

 

 

23,762

 

 

 

 

 

 

Intangible assets, net

 

-

 

 

4,614

 

 

 

 

 

 

Total assets

$

13,660

 

$

28,376

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

  Accounts payable and accrued expenses

$

7,281

 

$

19,469

  Related party payables

 

268,670

 

 

261,473

  Due to related parties

 

228,811

 

 

228,811

  Loans

 

39,297

 

 

-

 

 

 

 

 

 

Total current liabilities

 

544,059

 

 

509,753

 

 

 

 

 

 

Total liabilities

 

544,059

 

 

509,753

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

  Preferred stock $0.0001 par value;

    50,000,000 shares authorized;

    none issued and outstanding

 

-

 

 

-

  Common stock, $0.0001 par value;

    500,000,000  shares authorized;

    2014: 86,348,704 shares issued and outstanding

    2015: 90,994,704 shares issued and outstanding

 

9,094

 

 

8,635

  Additional paid-in capital

 

8,464,091

 

 

8,360,130

  Subscriptions payable

 

91,380

 

 

91,380

  Treasury stock - par value (50,000 shares)

 

(5)

 

 

(5)

  Accumulated deficit

 

(9,094,959)

 

 

(8,941,517)

 

 

 

 

 

 

Total stockholders' deficit

 

(530,399)

 

 

(481,377)

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

13,660

 

$

28,376





See Accompanying Notes to Financial Statements.



F-2




AS-IP TECH, INC.

STATEMENTS OF OPERATIONS

(AUDITED)



 

For the year

 

For the year

 

ended

 

ended

 

June 30, 2015

 

June 30, 2014

 

 

 

 

License fees

$

14,184

 

$

42,255

Administration fees

 

19,518

 

 

33,982

 

 

 

 

 

 

Total revenue

 

33,702

 

 

76,237

 

 

 

 

 

 

Cost of sales

 

19,735

 

 

30,879

 

 

 

 

 

 

Gross profit

 

13,967

 

 

45,358

 

 

 

 

 

 

Selling, general and administrative expenses

 

107,409

 

 

54,288

Officers management fee

 

60,000

 

 

60,000

Directors fees

 

-

 

 

-

 

 

 

 

 

 

Loss from operations

 

(153,442)

 

 

(68,930)

 

 

 

 

 

 

Net loss

$

(153,442)

 

$

(68,930)

 

 

 

 

 

 

Net loss per share - (Basic)

$

(0)

 

$

(0)

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

87,767,904

 

 

83,595,690





















See Accompanying Notes to Financial Statements.



F-3




AS-IP TECH, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT



 

Preferred

Shares

Common

Stock

Paid-In

Subscriptions

Treasury

Accumulated

Stockholders'

 

Shares

Amount

Shares

Amount

Capital

Payable

Stock

Deficit

Equity

 

 

 

 

 

 

 

 

 

 

June 30, 2013

-

-

81,577,481

8,157

8,225,079

139,940

(5)

(8,872,587)

(499,416)

Issuance of common stock payable for services

-

-

304,745

30

6,239

-

-

-

6,269

Issuance of common stock for stock payable

-

-

606,017

61

48,499

(48,560)

-

-

-

Issuance of stock for cash

-

-

3,860,461

386

80,313

-

-

-

80,699

Net loss for the year ended

-

-

-

-

-

-

-

(68,930)

(68,930)

 

 

 

 

 

 

 

 

 

 

June 30, 2014

-

-

86,348,704

8,634

8,360,130

91,380

(5)

(8,941,517)

(481,377)

Bonus issuance of common stock

-

-

2,500,000

250

62,250

-

-

-

62,500

Issuance of shares for settlement of debt

-

-

2,096,000

210

41,710

-

-

-

41,920

Net loss for the year ended

-

-

-

-

-

-

-

(153,442)

(153,442)

 

 

 

 

 

 

 

 

 

0

June 30, 2015

-

-

90,944,704

9,094

8,464,091

91,380

(5)

(9,094,959)

(530,399)





























See Accompanying Notes to Financial Statements.



F-4




AS-IP TECH, INC.

STATEMENTS OF CASH FLOWS

(AUDITED)



 

For the years Ended June 30,

 

2015

 

2014

 

 

 

 

Cash flows from operating activities:

 

 

 

   Net loss

$

(153,442)

 

$

(68,930)

Adjustments to reconcile net loss to net cash

used by operating activities:

 

 

 

 

 

   Compensatory stock issuances - accounts payable

 

64,420

 

 

-

   Compensatory stock issuances - consultants

 

-

 

 

6,269

   Amortization of intangibles

 

4,614

 

 

-

Changes in operating assets and liabilities

 

 

 

 

 

   Increase (Decrease) in accounts payable

 

(12,188)

 

 

(6,121)

   Increase (Decrease) in related party payables

 

47,198

 

 

(27,133)

   Decrease (Increase) in accounts receivable

 

(2,024)

 

 

(11,414)

 

 

 

 

 

 

Net cash used in operating activities

 

(51,422)

 

 

(107,329)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

    Advances from related party

 

 

 

 

 

    Loan

 

39,296

 

 

-

    Proceeds from issuance of common stock

 

-

 

 

80,700

 

 

 

 

 

 

Net cash provided by financing activities

 

39,296

 

 

80,700

 

 

 

 

 

 

Net Increase/(Decrease) in cash

 

(12,126)

 

 

(26,629)

Cash, beginning of period

 

12,348

 

 

38,977

 

 

 

 

 

 

Cash, end of period

$

222

 

$

12,348

 

 

 

 

 

 

Supplemental schedule of non-cash activities

 

 

 

 

 

 

 

 

 

 

 

Stock issued for payable conversion

$

41,920

 

$

48,560













See Accompanying Notes to Financial Statements.



F-5




AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



NOTE 1 - ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:


AS-IP Tech, Inc. (“AS-IP”, the "Company") formerly ASI Entertainment, Inc., was incorporated in the State of Delaware on April 29, 1998. AS-IP owns the intellectual property in the SafeCell product.


Basis of Presentation


The financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America.  The financial statements are expressed in United States dollars.


Going Concern


The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company has a limited operating history and limited funds and has an accumulated deficit of $9,094,959 at June 30, 2015. These factors, among others, may indicate that the Company will be unable to continue as a going concern.


The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions. The Company expects to generate revenue in the future from license and royalty fees from its SafeCell technology. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.


The financial statements do not include any adjustments relating to the recoverability and classification of assets and/or liabilities that might be necessary should the Company be unable to continue as a going concern. The continuation as a going concern is dependent upon the ability of the Company to meet our obligations on a timely basis, and, ultimately to attain profitability.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Cash and cash equivalents


The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. At certain times, cash in bank may exceed the amount covered by FDIC insurance. At June 30, 2015 and 2014 there were deposit balances in a United States bank of $222 and $12,348 respectively.






F-6




AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



Income tax


The Company accounts for income taxes under FASB ASC 740 "Income Taxes". Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


At June 30, 2015 the Company had net operating loss carryforwards of $8,991,319 which begin to expire in 2019. The deferred tax asset created by the U.S. net operating losses has been offset by a 100% valuation allowance of $2,015,351 in 2015, compared to an allowance of $1,997,351 in 2014. The change in the valuation allowance for U.S. tax purposes in 2015 and 2014 was $18,000 and $67,310, respectively.


Stock-based compensation


The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.


ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.


Per Share Data


Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share". Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.







F-7




AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



Revenue recognition


The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.


Revenue is recognized on an accrual basis as earned under contract or license agreements. License fees are taken up in the period they become due. Revenue from ongoing license fees is recognized on an accrual basis in the period it is earned and invoiced.


Financial instruments


The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:


Level one - Quoted market prices in active markets for identical assets or liabilities;


Level two - Inputs other than level one inputs that are either directly or indirectly observable; and


Level three - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

 

All of the Companys financial instruments are level one and are carried at market value, requiring no adjustment to book value. The financial instruments were deemed to qualify as that classification because their value was determined by the price of identical instruments traded on an active exchange.


Products and services, and geographic areas


Company sales will be derived from license and management fees from the Company's technology. The technology is being marketed internationally under license agreements.  To date, the Company has received license fees from North America, Asia and Australia.


Stock Options


The Company has no outstanding stock options.






F-8




AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



Recent Accounting Pronouncements


The company has evaluated the recent accounting pronouncements through ASU 2013-09 and believes that none of them have a material effect on the Company’s financial statements.


Long-Lived Assets


In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.


Goodwill, Trademarks and Other Intangible Assets


In accordance with SFAS No. 142, ‘‘Goodwill and Other Intangible Assets,’’ we classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization; (2) intangible assets with indefinite lives not subject to amortization; and (3) goodwill. For intangible assets with definite lives, tests for impairment must be performed if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and goodwill, tests for impairment must be performed at least annually or more frequently if events or circumstances indicate that assets might be impaired.


When facts and circumstances indicate that the carrying value of intangible assets determined to have definite lives may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of future cash flows. If the sum of the expected future cash flows is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. We test intangible assets determined to have indefinite useful lives, including trademarks, franchise rights and goodwill, for impairment annually, or more frequently if events or circumstances indicate that assets might be impaired.


Intangible Assets


In the year ended June 30, 2012, the Company took up Intangible Assets of $4,614 which represented part of the cost of obtaining the patent for the Company’s SafeCell technology in China.  The Company did not made any adjustment to the balance in the year ended June 30, 2014 but has written off the full amount in the year ended June 30, 2015.







F-9




AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



License Agreements


The Company has the following marketing arrangements in place:


a. ASiQ Ltd, a Corporation with similar management and ownership to AS-IP,  for the global marketing and implementation of SafeCell.


Material terms:


i.   Date of agreement - May 29, 2008


ii.  Term - ongoing


iii. License fee - ASiQ will pay the Company a license fee of 10% of the revenue generated by SafeCell and received by ASiQ.


iv.  As required by the Company, ASiQ will develop, manufacture and market SafeCell to the airline industry.


v.   ASiQ will secure the services of Ron Chapman to assist in any product development and marketing.


vi.   Should ASiQ develop other applications for the SafeCell concept outside the aviation industry, ASiQ and the Company will enter into separate agreements setting out the basis on which ASiQ can use the SafeCell concept as set out in the International PCT application, such agreement will include license and royalty payments payable under the agreement.


vii. The agreement was originally non-exclusive but subsequently changed to exclusive


b. Under a Heads of Agreement dated February 11, 2013, subsequently formalized in an Agreement dated March 25, 2013, it was agreed:


i)  The Company’s wholly owned subsidiary, AS-IP Finance Inc. (“AS-IP”) will manage the billing and credit card collections for the North American telecommunication services designated BizjetMobile and iJetCell on behalf of ASiQ.


ii) AS-IP will receive an administration fee of 5% of the net proceeds from the BizjetCell and iJetCell services, in addition to the 10% royalty the Company was currently entitled to receive.


This Agreement lapsed effective September 25, 2014, as ASiQ no longer requires the Company to manage the billings for its North American operations, following establishment of its own US subsidiary.







F-10




AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



NOTE 2 - RELATED PARTY TRANSACTIONS


As of June 30, 2015 and 2014, the Company has incurred as "related parties payables", $268,670and $261,473 respectively, which are due mainly to advances made by the CEO to pay for operating expenses.


As of June 30, 2015 and 2014, the Company had "due to related parties" of $228,811 which are advances made by related parties to provide capital.


The “related parties payables” and “due to related parties” balances are non-interest bearing, unsecured and due on demand.  Due to the short term structure of these notes the company does not impute interest expense or recognize a discount on the face value of the notes.


The Company in 2015 and 2014 incurred expenses of approximately $60,000 and $60,000 respectively to entities affiliated through common stockholders and directors for management expenses.



NOTE 3 - LEASE COMMITMENTS


The Company has entered into an arrangement under which it uses premises at A$3,200 per annum and has not entered into a formal lease agreement.



NOTE 4 - STOCKHOLDERS' EQUITY


Common stock


The Company as of June 30, 2013 had 100,000,000 shares of authorized common stock, $.0001 par value, with 81,577,481 shares issued and outstanding, and 50,000 shares in treasury. Treasury shares are accounted for by the par value method.


During the year ended June 30, 2014, the Company issued a total of 304,745 shares for services valued at $0.021 per share.


During the year ended June 30, 2014, the Company issued a total of 3,860,461 shares for $80,699 in cash valued at $0.021 per share.


During the year ended June 30, 2014, the Company increased the authorized common stock from 100,000,000 shares to 500,000,000 shares.


During the year ended June 30, 2015, the Company issued a total of 2,500,000 bonus shares for fund raising valued at $0.025 per share.


During the year ended June 30, 2015, the Company issued a total of 2,000,000 shares for reduction of related accounts payable valued at $0.021 per share.


During the year ended June 30, 2015, the Company issued a total of 96,000 shares for reduction of accounts payable valued at $0.021 per share.





F-11



AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



Preferred stock


As of June 30, 2015, the Company had 50,000,000 shares of authorized preferred stock, $.0001 par value, with no shares issued and outstanding.



Subscriptions payable


As of June 30, 2015, the Company has a total of 4,965,556 shares payable to an individual with a net value of $91,380.



NOTE 5 - BAD DEBTS


The Company evaluates the need for an allowance for doubtful accounts on a regular basis. As of June 30, 2015 and 2014, the Company determined that an allowance was not needed.



































F-12




 

ITEM 9A. CONTROLS AND PROCEDURES.


(a) Disclosure Controls and Procedures


We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer / Chief Financial Officer and President, as appropriate, to allow timely decisions regarding required disclosure.


Our Chief Executive Officer / Chief Financial Officer and President evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(C) and under the Securities Exchanged Act of 1934, as amended (the "Exchange Act"), as of June 30, 2015.


Based on this evaluation, the Chief Executive Officer / Chief Financial Officer and President concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that are filed or submitted under the Exchange Act recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.


(b) Management's Annual Report on Internal Control over Financial Reporting


As of June 30, 2015, management performed, with the participation of our Chief Executive Officer/Chief Financial Officer (who is the same person) and President and an external advisor, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 (e) and 15c-15 (e) of the Exchange Act. Our Disclosure controls and procedures controls and procedures are designed to ensure that information required to be disclosed in the report we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's forms, and that such information is accumulated and communicated to our management including our Chief Executive Officer/Chief Financial Officer and President, to allow timely decisions regarding required disclosures. Based on the evaluation, our Chief Executive Officer/Chief Financial Officer and President concluded that, our disclosure controls and procedures over financial reporting as of June 30, 2015 were effective.


The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a- 15(f) and 15d-15(f) under Exchange Act). The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial policies and procedures that:


* pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;


* provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our Company are being made only in accordance with authorizations of our management and directors; and


* provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.





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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, the Company assessed the effectiveness of the internal control over financial reporting as of June 30, 2015. In making this assessment, we used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on the results of this assessment and on those criteria the Company concluded that the internal controls over financial reporting as of June 30, 2015, were effective.


This annual report does not include any attestation report of the company's registered public accounting firm regarding internal controls over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.


(c) Changes in Internal Controls over Financial Reporting


None


ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K.


(a) Exhibits


Exhibit No.

Description

 

 

31.1

Certification of the Chief Executive Officer under Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Actof 2002)

31.2

Certification of the Chief Financial Officer under Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley  Act of 2002)

32.1

Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

32.2

Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)


(b) Reports filed on Form 8-K for the year ending June 30, 2015:


On September 24, 2015, the Company announced that it had been advised that the Agreement with its former subsidiary, ASiQ Limited under which the Company was responsible for managing certain services provided to the business aircraft market in North American on behalf of ASiQ, would not be renewed when it expired on September 25, 2014.











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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


AS-IP TECH, INC.


By:     /s/ Philip A. Shiels

Principal Executive Officer and Principal

Financial Officer


Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature

Title

Date

 

 

 

 

 

 

/s/ Ronald J. Chapman

Director

February 25, 2016

Ronald J. Chapman

 

 

 

 

 

 

 

 

/s/ Graham O. Chappell

Director

February 25, 2016

Graham O. Chappell

 

 

 

 

 

 

 

 

/s/ Philip A. Shiels

 Director

February 25, 2016

Philip A.  Shiels

 

 


 

 

 

 

 

 

 

 

 

 










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