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EX-31.2 - CERTIFICATION - AS-IP TECH INC | asi_ex312.htm |
EX-31.1 - CERTIFICATION - AS-IP TECH INC | asi_ex311.htm |
EX-32.2 - CERTIFICATION - AS-IP TECH INC | asi_ex322.htm |
EX-32.1 - CERTIFICATION - AS-IP TECH INC | asi_ex321.htm |
QUARTERLY REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ____ to _____
Commission file number 000-27881
AS-IP TECH, INC.
(Exact name of small business issuer as specified in its charter)
Delaware | 522101695 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Suite 3, Level 7, 24 Collins Street
Melbourne, Victoria, 3000, Australia
(Address of principal executive officers)
+1 424-888-2212
(Issuer's telephone number)
_________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that 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 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 [ ] (do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of November 9, 2015, there were 92,457,204 outstanding shares of the issuer's Common Stock, $0.0001 par value.
EXPLANATORY NOTE
This Amendment No. 2 on Form 10-Q/A amends our original Quarterly Report on Form 10-Q and Form 10Q/A for the quarterly period ended September 30, 2015 filed on November 12, 2015 and February 17, 2016 respectively (the "Original Filings"). The sole purpose of this Amendment No. 2 is the inclusion of the Financial Statements for the period ended September 30, 2015.
Except as described above, this Amendment No. 2 does not amend, update or change any other items or disclosures contained in the Original Filings as amended by this Amendment No. 2, including the previously reported financial statements and other financial disclosures included in the Original Filings, and accordingly, this Amendment No. 2 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. 2 should be read in conjunction with our other filings with the SEC.
2
AS-IP TECH, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2015
4 | |
11 | |
12 |
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AS-IP TECH, INC.
BALANCE SHEETS
|
| (Unaudited) |
| (Audited) | ||
|
| September 30, 2015 |
| June 30, 2015 | ||
ASSETS |
|
|
|
| ||
Current Assets |
|
|
|
| ||
Cash |
| $ | 13,032 |
| $ | 222 |
Accounts receivable |
|
| 694 |
|
| 13,438 |
|
|
|
|
|
|
|
Total current assets |
|
| 13,726 |
|
| 13,660 |
|
|
|
|
|
|
|
Intangible assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
| $ | 13,726 |
| $ | 13,660 |
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
Accounts payable and accrued expenses |
| $ | 11,497 |
| $ | 7,281 |
Related party payables |
|
| 275,193 |
|
| 268,670 |
Due to related parties |
|
| 228,811 |
|
| 228,811 |
Loans |
|
| 53,531 |
|
| 39,297 |
|
|
|
|
|
|
|
Total current liabilities |
|
| 569,032 |
|
| 544,059 |
|
|
|
|
|
|
|
Total liabilities |
|
| 569,032 |
|
| 544,059 |
|
|
|
|
|
|
|
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; 90,944,704 and 92,457,204 shares issued and outstanding, respectively |
|
| 9,246 |
|
| 9,094 |
Additional paid-in capital |
|
| 8,495,439 |
|
| 8,464,091 |
Subscriptions payable |
|
| 91,380 |
|
| 91,380 |
Treasury stock - par value (50,000 shares) |
|
| (5) |
|
| (5) |
Accumulated deficit |
|
| (9,151,366) |
|
| (9,094,959) |
|
|
|
|
|
|
|
Total stockholders' deficit |
|
| (555,306) |
|
| (530,399) |
|
|
|
|
|
|
|
Total liabilities and stockholders' deficit |
| $ | 13,726 |
| $ | 13,660 |
The accompanying notes are an integral part of these financial statements.
4
AS-IP TECH, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
|
| Three Months Ending Sep. 30, 2015 |
| Three Months Ending Sep. 30, 2014 | ||
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
License and management fees |
| $ | 903 |
| $ | 22,136 |
Cost of sales |
|
| 0 |
|
| 19,735 |
Gross Profit |
|
| 903 |
|
| 2,401 |
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
Accounting and auditing |
|
| 10,800 |
|
| 11,880 |
Banking |
|
| 20 |
|
| 523 |
Capital raising costs |
|
| 28,000 |
|
| 0 |
Corporate administration |
|
| 1,266 |
|
| 8,781 |
Corporate promotion |
|
| 0 |
|
| 400 |
Interest |
|
| 1,870 |
|
| 0 |
Officers management fees |
|
| 15,000 |
|
| 15,000 |
Office expenses, rent, utilities |
|
| 145 |
|
| 913 |
Exchange losses |
|
| 0 |
|
| 12 |
Patent fees |
|
| 209 |
|
| 265 |
|
|
|
|
|
|
|
Total expenses |
| $ | 57,310 |
| $ | 37,774 |
|
|
|
|
|
|
|
Net loss |
| $ | (56,407) |
| $ | (35,373) |
|
|
|
|
|
|
|
Net loss per share, basic |
| $ | (0.00) |
| $ | (0.00) |
Weighted average number of common shares outstanding |
|
| 91,700,954 |
|
| 86,348,704 |
The accompanying notes are an integral part of these financial statements.
5
AS-IP TECH, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
| Three Months Ending September 30, | ||||
|
| 2015 |
| 2014 | ||
|
|
|
|
| ||
Cash flows from operating activities: |
|
|
|
| ||
Net loss |
| $ | (56,407) |
| $ | (35,373) |
Adjustments to reconcile net loss to net cash used by operating activities: |
|
|
|
|
|
|
Compensatory stock issuances - accounts payable |
|
| 28,000 |
|
| 0 |
Changes in operating assets and liabilities |
|
|
|
|
|
|
Increase (Decrease) in accounts payable |
|
| 4,216 |
|
| 7,272 |
Increase (Decrease) in related party payables |
|
| 6,523 |
|
| 11,788 |
Decrease (Increase) in accounts receivable |
|
| 12,744 |
|
| 4,073 |
|
|
|
|
|
|
|
Net cash used in operating activities |
|
| (4,924) |
|
| (12,240) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Expenses paid on behalf of the company by a related party |
|
|
|
|
|
|
Advances from unrelated party |
|
| 14,234 |
|
| 0 |
Proceeds from issuance of common stock |
|
| 3,500 |
|
| 0 |
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
| 17,734 |
|
| 0 |
|
|
|
|
|
|
|
Net Increase/(Decrease) in cash |
|
| 12,810 |
|
| (12,240) |
Cash, beginning of period |
|
| 222 |
|
| 12,348 |
|
|
|
|
|
|
|
Cash, end of period |
| $ | 13,032 |
| $ | 108 |
|
|
|
|
|
|
|
Supplemental disclosure of non-cash information |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for payables conversion |
| $ | 28,000 |
| $ | 0 |
The accompanying notes are an integral part of these financial statements.
6
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2015
(UNAUDITED)
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles used in the United States of America and with the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations.
The functional currency of the Company is the United States dollar. The unaudited financial statements are expressed in United States dollars. It is management's opinion that any material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
For further information, refer to the financial statements and footnotes included in the Company's Form 10-K/A for the year ended June 30, 2015.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the 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.
Such estimates and assumptions impact, among others, the valuation allowance for deferred tax assets, due to continuing and expected future losses, and share-based payments.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
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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.
Cash and cash equivalents:
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Income taxes
The Company accounts for its income taxes in accordance with FASB ASC Topic 740-10, "Income Taxes", which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Fair value of financial instruments:
The carrying value of cash equivalents and accounts payable and accrued expenses approximates fair value due to the short period of time to maturity.
Revenue Recognition
The Company recognizes revenue on an accrual basis. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.
8
Long-lived Assets
In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Capitalized costs are amortized based on current and future revenue for each asset with an annual minimum equal to the straight-line amortization over the remaining estimated economic life of the asset.
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.
Recent pronouncements
Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.
Note 2. Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company had an Accumulated Deficit of $9,151,366 at September 30, 2015 and will be required to make significant expenditures in connection with development of the SafeCell intellectual property, seeking addition funding through investments and general and administrative expenses. The Company's ability to continue its operations is dependent upon its raising of capital through debt or equity financing in order to meet its working capital needs.
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These conditions raise substantial doubt about the Company's ability to continue as a going concern, and if substantial additional funding is not acquired or alternative sources developed, management will be required to curtail its operations.
The Company may raise additional capital by the sale of its equity securities, through an offering of debt securities, or from borrowing from a financial institution. The Company does not have a policy on the amount of borrowing or debt that the Company can incur. Management believes that actions presently being taken to obtain additional funding provides the additional opportunity for the Company to continue as a going concern. However, there is no assurance of additional funding being available or on acceptable terms, if at all. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
Note 3. Related Party Transactions
As of September 30, 2015 and June 30, 2015, the Company has recorded as "related party payables", $275,193 and $268,670, respectively, which are due mainly to advances made by the CEO to pay for operating expenses.
As of September 30, 2015 and June 30, 2015, the Company had "due to related parties" of $228,811 and $228,811 respectively which are advances made by related parties to provide capital and outstanding directors fees. These amounts are non-interest bearing, unsecured and due on demand.
The Company in the three months ending September 30, 2015 and in the three months ended September 30, 2014 incurred expenses of approximately $15,000 and $15,000 respectively to entities affiliated through common stockholders and directors for management expenses. These expenses have been classified as officers management fees in the accompanying financial statements. Amounts payable and due to related parties remain as a liability until paid with cash or settled with shares of stock. These amounts are non-interest bearing, unsecured and due on demand.
Note 4. Stockholders' Deficit
During the three month period ended September 30, 2015, the Company issued 1,512,500 shares of common stock, resulting in an increase in Common Stock of $151 and an increase in Additional Paid-In Capital by $31,349.
Note 5. Commitments and Contingencies
The Company has an outstanding loan arrangement with a third party, with balance outstanding at September 30, 2015 of $53,531 (September 30, 2014 nil). Interest is calculated at a rate of 20% with increasing monthly principal and interest payments. Payments due in the 12 months ended September 30, 2016 will total $15,000 and the balance due over the following 2 years.
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ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Our management, including the Company's Chief Executive Officer/Principal Financial Officer, and the Company's President, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as of the end of the period covered by this Quarterly Report on Form 10-Q.
Based upon that evaluation, our management concluded that our disclosure controls and procedures as of the end of the period covered by this report are adequate and effective such that the information required to be disclosed by us in the reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in SEC's rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance however, that the effectiveness of the controls system are met and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud if any, within a company have been detected.
(b) Changes in internal controls.
The Company's management, including the Chief Executive Officer/Principal Financial Officer, and President, evaluated whether any changes in our internal controls over financial reporting, occurred during the quarter ended September 30, 2015. Based on that evaluation, our management concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
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SIGNATURES
In accordance with the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AS-IP TECH, INC.
SIGNATURE | TITLE | DATE |
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By: /s/ Ronald J. Chapman | Director | February 25, 2016 |
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By: /s/ Philip A. Shiels | Director | February 25, 2016 |
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By: /s/ Graham O. Chappell | Director | February 25, 2016 |
12