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EX-32.2 - CERTIFICATION - AS-IP TECH INCasi_ex322.htm
EX-32.1 - CERTIFICATION - AS-IP TECH INCasi_ex321.htm
EX-31.2 - CERTIFICATION - AS-IP TECH INCasi_ex312.htm
EX-31.1 - CERTIFICATION - AS-IP TECH INCasi_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


ANNUAL REPORT

FORM 10-K


(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, 2017


[  ] 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)

 


2/1 Contour Close

Research, Victoria, 3095, 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)

Emerging growth 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 December 31, 2016, the aggregate market value of shares held by non-affiliates (based on the closing price of $0.035 on that date) was approximately $3,966,051.


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 December 5, 2017:


Common Stock, par value $.0001 per share, 161,387,871


Documents incorporated by reference: None






















2




Table of Contents



PART I.

4

ITEM 1. DESCRIPTION OF BUSINESS.

4

ITEM 2. DESCRIPTION OF PROPERTY.

9

ITEM 3. LEGAL PROCEEDINGS.

9

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

9

PART II.

10

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

10

ITEM 6. SELECTED FINANCIAL DATA.

10

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

10

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

14

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

15

ITEM 9A. CONTROLS AND PROCEDURES.

15

PART III

17

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

17

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

20

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

20

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

21

SIGNATURES

22







3




PART I.


FORWARD LOOKING STATEMENTS


THIS ANNUAL REPORT ON FORM 10-K 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 1. DESCRIPTION OF BUSINESS.


THE COMPANY


(1) Form and year of organization


AS-IP Tech, Inc. (formerly ASI Entertainment, Inc.) was formed on April 29, 1998 as a Delaware corporation. The Company has an authorized capital of 500,000,000 shares of Common Stock, par value of $.0001 per share (the "Common Stock") and 50,000,000 shares of preferred stock, par value $.0001 per share.  All shares of Common Stock have equal voting rights, are non-assessable, and have one vote per share. The executive offices of the Company are located at 2/1 Contour Close, Research, Victoria, 3095 Australia. The United States offices of the Company are located at 954 Lexington Ave, Suite 242, New York, NY 10021. The Company’s telephone number is +1 424-888-2212.


BUSINESS


(1) Principal products or services and their markets;


The Company’s technology comprises two product lines called BizjetMobile and fflya. The products deliver inflight connectivity for business aviation and commercial airlines respectively.




4



BizjetMobile provides corporate jets with an alternative global inflight connectivity solution and is marketed under the brand names CHiiMP and KONNG. They are mobile Apps that deliver highly optimized inflight text and email for passengers and crew. The on-board network comprises an integrated satellite transceiver incorporating a Bluetooth hotspot that uses a set of algorithms and file management protocols that are custom built for aviation satellite networks. All communications are managed by a cloud-based gateway and report by user, flight, aircraft, file, and message type. As a result, passengers and crew receive unlimited inflight connectivity for a flat low monthly rate.


fflya provides airlines with a customized global inflight connectivity approach based on the latest mobile App technology, narrowband satellite links and Bluetooth technology. The fflya platform reduces the installation, certification and equipment costs by up to 90% compared to inflight broadband. In addition, it uses a cloud-based messaging platform capable of delivering real-time demographic and profiling data. By incorporating embedded advertising and destination sponsors, fflya can deliver free messaging to airline passengers.


BizjetMobile and fflya leverage off the existing Inmarsat & Iridium satellites, but will be further enhanced by Next Generation Iridium satellites that commence commercial operation in H1 2018.


The Company has completed 70 BizjetMobile installations to date, operating across Asia Pacific, the America’s, Europe and the Middle East, including recently commissioned fleet operators Jetfly in Europe and Emergency Airlift in the USA.


Markets


BizjetMobile’s target market is the business aviation industry, specifically international corporate jets searching for an alternative low-cost global inflight connectivity solution or an-add on service to reduce their operational costs.


fflya’s target market is primarily low cost airlines operating single aisle aircraft, for example, Boeing 737 and Airbus A320, that struggle to justify equipping their fleets with expensive Wi-Fi platforms as their business model targets passengers who are unwilling to pay. Of the 18,000 commercial airliners currently in operation, the B737/A320 series account for 13,000 of which approximately 75% are operated by Low Cost Airlines. Single aisle aircraft represent 75% of the 35,000 new aircraft forecast to be delivered over the next 20 years.


An inflight Bluetooth network dramatically reduces system and data costs on and off the aircraft. It can also self-facilitate the funding of a controlled pathway to high speed connectivity via multiple new revenue opportunities. The fflya software App framework can be easily integrated into an existing airline booking App to create further cost savings and benefits for passengers. The program creates immediate revenue by enabling passengers to book tours and attractions inflight, while including free messaging to allow them to keep in touch with family and friends. fflya also delivers a virtual private network controlled by the airline for operations and crew to communicate inflight and on-the-ground. This allows airlines to overlay new applications on the platform to improve crew efficiencies and enhance the inflight experience for passengers.





5



(2) Distribution methods of the products or services;


Until October 31, 2015, the Company had contracted ASiQ Ltd, a related party, to exclusively develop and commercialize the Company’s intellectual property.


Effective November 1, 2015, ASiQ’s contract was terminated by mutual agreement, and the Company assumed control of the development, marketing and maintenance for the BizjetMobile and fflya products and services.


The Company subsequently appointed BizjetMobile agents for the Americas, Europe and Asia Pacific who will represent the Company on a commission basis.


(3) Status of any publicly announced new product or service;


Following the initial soft launch of the fflya airline program at APEX (Airline Passenger Experience Association) Expo on October 23, 2016, the Company has completed ground and flight testing of the Bluetooth network with a major European Airline on an A380 and B777. Further internal testing was also conducted on B787 and A340.


As a result, the Company’s airline program has been refined into two airline products:


1. CrewX (Crew Exchange) - is the simplest way to keep cabin crew connected. CrewX is a Bluetooth communications framework that can be easily embedded into any existing crew App or operate as a stand-alone App. CrewX provides a virtual private secure network for crew to enhance efficiency of crew communications on-board the aircraft, without needing to install certified aircraft servers, Wi-Fi networks or perform modifications to the aircraft systems.


2. fflya - provides 45,000 tours and attractions via a partnership with Viator (a Trip Advisor company) programmed to the passenger destination by flight. The program facilitates free passenger messaging profiled and embedded with sponsors and links. It can be embedded into an airline’s existing booking App which can create an instant database of millions of potential users when the airline App is updated, in addition to the capability to brand each service or icon. Every SMS text message can include an embedded sponsor i.e. Delivered by XXXX or branded by Telco or airline, and every free email can incorporate sponsored promotions i.e. Logos or Links promoting the airline, service or sponsors. The complete portable fflya hardware platform is lightweight and low-cost (US$15,000 per aircraft) and doesn’t require expensive broadband satellite connections. Due to the low cost of the hardware, it can be easily funded by prepaid sponsorship.


(4) Competitive business conditions and the small business issuer's competitive position in the industry and methods of competition;


Competition


In the United States, the market is dominated GOGO Inc. (formally Aircell). GOGO’s system connects passenger devices via Wi-Fi, having implemented an exclusive terrestrial wireless network across the United States for transmission off the aircraft. As of June 30, 2017, GOGO had 2,872 airliners, the majority of equipped aircraft being United, American and Delta Airlines. GOGO also has 4,453 domestic business jets connected to its system.



6



A further 5,464 aircraft are equipped with the Aircell (division of GOGO) Iridium satellite telephone systems. These are legacy satellite systems and GOGO Biz Services cannot be delivered by Iridium. Several BizjetMobile customers are connected via the Aircell Iridium systems.


Internationally, four major Wi-Fi industry players dominate the inflight Wi-Fi airlines business. They are Panasonic, GOGO Inc., VIASAT and INMARSAT.


Panasonic and GOGO Inc. are resellers of satellite services, whereas VIASAT and INMARSAT are satellite owner-operators. The primary market for all four vendors is predominantly Tier 1 airlines and national flag carriers. These airlines provide business travellers with an adequate level of Internet connectivity at a cost per flight similar to the daily rate of many 5-star hotels. In the many cases, first and business class passengers receive this service free of charge.


Equipment, installation and certification costs on Wi-Fi platforms are substantial and where possible, most airlines will exercise the option to have it factory installed on new aircraft. Approximately 25% of the world’s airlines are currently equipped with inflight Wi-Fi, the majority of which are either in the U.S.A or are long haul wide body Boeing and Airbus aircraft. Recent forecasts suggest that half of the world’s airlines will be fully equipped by 2022.


The challenge for the Company to compete, is to target the remaining market and create a platform and business model that eliminates the financial risk, generates new revenue, enhances the passenger experience, and removes the high operational/user costs associated with heavy and expensive Wi-Fi platforms.


The Company meets these challenges with a platform that is 95% lighter and cheaper and controlled by a proprietary gateway protocol that is up to 90% more efficient in delivering today’s mobile App-based communications.


The Company believes it will be able to compete with other companies in both the business aircraft and commercial airline fields because of our very low equipment costs, unique business model and little or no certification issues unlike Wi-Fi. Bluetooth has been tested and documented as safe for use in aircraft.


(5) Sources and availability of raw materials and the names of principal suppliers;


Not applicable.


(6) Dependence on one or a few major customers;


The Company will be dependent on its agents to market the product to generate income from hardware sales and service fees. The timing and extent of that marketing will be dependent on the resources and efforts of its agents.


(7) Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration;




7




The Company originally acquired the application for an Australian patent and received notification that the International Preliminary Report on Patentability had been established. The Company filed national phase patent applications in Australia, the United States, China and European Union. In January 2010, the Company received the Australian patent.  In January 2012, the Company received the Chinese patent. With the advent of Bluetooth Smart, the technology and the Company's IP has advanced to a point where the patent is no longer relevant. The Company subsequently decided to proceed no further with the patents as the technology is predominately software based and protected by copyright.


(8) Need for any government approval of principal products or services. If government approval is necessary and the small business issuer has not yet received that approval, discuss the status of the approval within the government approval process;


Installation and use of aircraft avionics in aircraft requires prior certification and approval by the Federal Aviation Administration ("FAA") and equivalent regulatory authorities of foreign governments on each aircraft type and for each airline. Although FAA approval is generally globally acceptable.


The certification process begins with the installation of the system on an aircraft after which it is certified by an FAA accredited engineer. The certification is then applicable to similar aircraft types and modified for other aircraft type. In countries other than the United States, the equivalent aviation authority procedures will apply to the certification of the system, but the United States FAA is generally accepted by local certifying authorities throughout the world. Prior to certification and approval, the manufacturer must demonstrate that the system has been designed and manufactured and complies with the appropriate aviation standards, namely DO160 for hardware and DO178 for software. Following this step, the system must be installed on an aircraft and tested, including a ground and flight test.


As the App is installed on a mobile phone or tablet, which are regarded as carry on devices, and operated in “flight” or “offline” mode, no aircraft certification is required however, in the majority of cases the final approval for use in flight will be at the discretion of the aircraft operator.


The business aircraft system has been designed to be is installed as a Portable Electronic Device and as such little or no certification is required. The Company has a similar launch plan for airlines which will ultimately lead to a lower cost certifiable platform.


Finally, the Company's Android and IOS Apps are based on a Bluetooth network and Bluetooth has been tested and documented as safe for use in aircraft, which simplifies the operator acceptance process.


(9) Effect of existing or probable governmental regulations on the business;


The company must maintain good standing, comply with applicable local business licensing requirements, prepare and file periodic reports under the Securities Exchange Act of 1934, as amended, and comply with other applicable securities laws, rules and regulations.


Existing or probable governmental regulations have not impacted our operations except for the increased costs of compliance with reporting obligations. These additional costs remain consistent as long as the company continues as a reporting corporation.



8



(10) Estimate of the amount spent during each of the last two fiscal years on research and development activities, and if applicable the extent to which the cost of such activities is borne directly by customers;


The Company estimates over the last 2 years it has expended $400,000 on research and development, none of which has been borne by the customers.  


(11) Costs and effects of compliance with environmental laws (federal, state and local); and


Not applicable


(12) Number of total employees and number of full time employees.


The company does not have any employees, instead contracts the Chief Financial Officer, as well as contracting marketing and technical services as required.


ITEM 2. DESCRIPTION OF PROPERTY.


The Company maintains its corporate administration office at 2/1 Contour Close, Research, Victoria, 3095, Australia.


ITEM 3. LEGAL PROCEEDINGS.


The Company is not a party to any litigation and management has no knowledge of any threatened or pending litigation against the Company.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


Not applicable






















9




PART II.


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.


The Company has authorized capital of 500,000,000 shares of Common Stock, $.0001 par value, and 50,000,000 shares of preferred stock, $.0001 par value. All shares of Common Stock have equal voting rights, are non-assessable, and have one vote per share. As of the date hereof, the Company has 161,387,871 shares of Common Stock issued and outstanding and no shares of Preferred Stock outstanding.


Since March, 2000, the Company's Common Stock has been quoted on the NASD OTC Bulletin Board and more recently, the OTCPK.  Prior to that date, there was no public market for the Company's securities.  The following table sets out the range of the high and low sales prices for the Company's securities.


 

Common Stock

Quarter Ended

High

Low

June 30, 2015

$0.025

$0.02

September 30, 2015

$0.025

$0.021

December 31, 2015

$0.03

$0.018

March 31, 2016

$0.03

$0.018

June 30, 2016

$0.04

$0.025

September 30, 2016

$0.07

$0.03

December 31, 2016

$0.084

$0.035

March 31, 2017

$0.09

$0.035

June 30, 2017

$0.05

$0.03


The Company currently intends to retain substantially all of its earnings, if any, to support the development of its business and has no present intention of paying any dividends on its Common Stock in the foreseeable future. Any future determination as to the payment of dividends will be at the discretion of the Board, and will depend on the Company's financial condition, results of operations and capital requirements, and such other factors as the Board deems relevant.


ITEM 6. SELECTED FINANCIAL DATA.


Not required for a smaller reporting company.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


OVERVIEW


The Company maintains a low-cost structure as it has no employees, contracting the services of executives and support engineers as required.  Because of the low-cost structure, the Company anticipates that the proceeds from stock issues and revenue from license sales, will be sufficient to meet the Company's operating and capital requirements for approximately 12 months.



10




In November 1, 2015, the Company has assumed total responsibility for the BizjetMobile business and has engaged agents and contractors in order to enable continuation of the service and to expand the service. In addition, the Company has funded the development of the airline system.


RESULTS AND PLAN OF OPERATIONS


The Company had accumulated losses from inception to June 30, 2017 of $10,299,659. Major components of the loss include capital raising costs, consulting and management fees, engineering fees and operations costs. The Company may be required to make significant additional expenditures in connection with the development of the BizjetMobile and fflya programs. The Company's ability to continue its operations is dependent upon its receiving funds through its anticipated sources of financing including capital raisings, borrowings and revenues from operations.  


YEAR ENDED JUNE 30, 2017 COMPARED WITH YEAR ENDED JUNE 30, 2016


The Company received revenue of $170,648 from its BizjetMobile business in the year ending June 30, 2017, compared to $164,438 in the year ended June 30, 2016. Revenue from BizjetMobile service fees increased from $83,200 to $94,679 and BizjetMobile system sales decreased from $79,999 to $75,969 in the years ended June 30, 2016 and June 30, 2017 respectively. The changes reflect the Company’s modified revenue model, under which the selling price of systems was reduced, resulting in increased service fees. The Company’s cost of sales was $60,711 and $60,820 for the years ended June 30, 2017 and June 30, 2016 respectively, comprising mainly of agents’ commissions. As a result, the Company reported a gross profit of $109,937 in the year ended June 30, 2017, compared to a gross profit of $103,618 in the year ended June 30, 2016.


Operating expenses increased from $379,416 for the twelve-month period ending June 30, 2016 to $787,423 for the twelve month period ending June 30, 2017 due mainly to increased marketing associated with the Company’s fflya program and engineering support services.


Other expenses increased from $57,975 in the year ended June 30, 2016, to $195,480 in the year ended June 30, 2017, mainly due to increased capital raising fees.


The Company recorded a net loss for the twelve month period ending June 30, 2017 of $872,966, compared to a loss of $$333,773 for the twelve month period ending June 30, 2016.


There was no foreign currency translation gain or loss for the year ended June 30, 2016 or for the year ended June 30, 2017.


LIQUIDITY AND CAPITAL RESOURCES


The Company's cash and cash equivalents cash equivalents decreased from $64,292 at June 30, 2016 to $56,569 at June 30, 2017 after increased operating costs which have been met with capital raisings and loans.





11



The Company's revenue for the twelve months ending June 30, 2017 was $170,648, compared to $164,438 in the twelve month period to June 30, 2016.  Operating costs increased for the period from July 1, 2016 to June 30, 2017 as a result higher marketing, engineering support services and capital raising costs. As a result, the Company had a net loss of $872,966 from operating activities for the period from July 1, 2016 to June 30, 2017, compared to a loss from operating activities of $333,773 for the period from July 1, 2015 to June 30, 2016.


The Company had no cash flow from investing activities for the twelve months ending June 30, 2017, and June 30, 2016 respectively.


The cash flow of the Company from financing activities for the twelve months ending June 30, 2017 was from the proceeds from issue of common stock and increased loan facilities. Similarly, in the twelve months ending June 30, 2016 financing activities was from issue of common stock and increased loan facilities.


The Company's business plan is based on developing the BizjetMobile business as well as expansion into the airline business with its fflya program.  This plan may require significant capital from the Company for marketing and technical and product support. The Company may not have sufficient funds to finance its operations in which case it will have to seek additional capital. The Company may raise additional capital by the sale of its equity securities, through an offering of debt securities, or from borrowings.  The Company does not have a policy on the amount of borrowing or debt that the Company can incur.


The Company has no commitment for capital expenditure in the near future.


OUTLOOK


The following are forward looking statements and should be read in conjunction with the Forward Looking Statement in Part I. of this Form 10-K.  


The Company’s current revenue is from service fees and system sales generated by BizjetMobile. The fees are based on the revenue from monthly service charges for the provision of connectivity and hardware sales of the Company’s Bluetooth systems. The customer base for business jets has continued to grow with the signing of the first fleet contracts in Europe and America and while modest at this stage, the revenue from on-going service fees has grown as the new fleets commenced operation.


The Company has continued development of its technology, which has led to an expanded product range to enable it to market to a broader range of business, airline and government aircraft operators.


With the launch of the airline system, the Company is now focused on securing a launch airline that will create an opportunity to generate revenue from a whole new range of passenger value added services, including commissions on sales from embedded tours and attractions bookings, advertising and additional revenue from enhanced communications. Under the fflya program, an airline will receive the system on a revenue share basis on terms to be agreed. As the equipment cost is a fraction of a Wi-Fi platform, the Company needs minimal commissions to justify the cost of the hardware. The Company believes low cost airlines will be attracted to this business model. fflya data costs are so miniscule that commissions for value-added services allow the airline to offer free messaging.



12




The Company has invested substantially in research, development and marketing the airline systems, with representations at the major aviation exhibitions commencing with, a soft launch at the annual APEX airline Expo in November 2016, followed by the Asian Aviation Low Cost Carrier show in February 2017. The hard launch of the airline program was scheduled for the Low Cost Airline show in London September 2017.


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.


GOING CONCERN


The financial statements appearing elsewhere in this report have been prepared assuming that the Company will continue as a going concern. As such, they do not include adjustments relating to the recoverability of recorded asset amounts and classification of recorded assets and liabilities. As noted in the auditor's report included in this 10-K, "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 that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty."

 

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 needs. 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 provide the opportunity for the Company to continue as a going concern.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not required for a smaller reporting company.





13




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


AS-IP TECH, INC.


FINANCIAL STATEMENTS



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


























14




 

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, 2017 and 2016 and the related statement of operations, stockholders’ equity (deficit) and cash flows for the year 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 audits.  

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.  

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AS-IP Tech, Inc., as of June 30, 2017 and 2016, 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 audits 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

December 19. 2017




F-1



AS-IP TECH, INC.

BALANCE SHEETS

(AUDITED)


 

June 30,

 

2017

 

2016

ASSETS

 

 

 

Current Assets

 

 

 

  Cash

$

56,569

 

$

64,292

  Prepaid expenses

 

2,753

 

 

0

  Accounts receivable - related parties

 

60,871

 

 

5,294

 

 

 

 

 

 

Total current assets

 

120,193

 

 

69,586

 

 

 

 

 

 

Intangible assets - related party, net of accumulated

amortization for $150,000 as of June 30, 2017 and

 $60,000 as of June 30, 2016

 

300,000

 

 

390,000

 

 

 

 

 

 

Total assets

$

420,193

 

$

459,586

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

  Accounts payable and accrued expenses

$

16,092

 

$

19,861

  Related party payables

 

273,717

 

 

252,761

  Due to related parties

 

228,811

 

 

228,811

  Loans

 

119,507

 

 

50,400

  Deferred revenue

 

8,685

 

 

16,431

Total current liabilities

 

646,812

 

 

568,264

 

 

 

 

 

 

Total liabilities

 

646,812

 

 

568,264

 

 

 

 

 

 

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

    authorized, and 158,387,871 and 131,939,482

    were issued and outstanding as of June 30, 2017

    and 2016, respectively

 

15,840

 

 

13,196

  Additional paid-in capital

 

10,031,019

 

 

9,215,444

  Subscriptions payable

 

26,186

 

 

91,380

  Treasury stock - par value (50,000 shares)

 

(5)

 

 

(5)

  Accumulated deficit

 

(10,299,659)

 

 

(9,428,693)

 

 

 

 

 

 

Total stockholders' deficit

 

(226,619)

 

 

(108,678)

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

420,193

 

$

459,586

 

See Accompanying Notes to Financial Statements.

F-2



AS-IP TECH, INC.

STATEMENTS OF OPERATIONS

(AUDITED)


 

For the year

ended

June 30, 2017

 

For the year

ended

June 30, 2016

 

 

 

 

License fees - related party

$

-

 

$

1,239

 

 

 

 

 

 

BizjetMobile system sales - related parties

 

75,969

 

 

79,999

 

 

 

 

 

 

BizjetMobile service fees - related parties

 

94,679

 

 

83,200

 

 

 

 

 

 

Total revenue

 

170,648

 

 

164,438

 

 

 

 

 

 

Cost of sales  - related parties

 

60,711

 

 

60,820

 

 

 

 

 

 

Gross profit

 

109,937

 

 

103,618

 

 

 

 

 

 

  Selling, general and administrative expenses

 

290,581

 

 

91,095

  Officers management fee

 

75,783

 

 

60,000

  Marketing fees - related party

 

202,217

 

 

50,125

  Engineering services - related party

 

14,300

 

 

34,573

  Amortization of capitalized termination fee to a related party

 

90,000

 

 

60,000

  Communications and data - related party

 

44,596

 

 

51,623

  Technical service support - related party

 

46,896

 

 

32,000

  Trade shows - related party

 

23,050

 

 

-

Loss from operations

 

(677,486)

 

 

(275,798)

 

 

 

 

 

 

Other (income) expense

 

 

 

 

 

  Loss on debt settlement - related party

 

20,000

 

 

-

  Interest

 

13,380

 

 

36,238

  Interest - related party

 

16,282

 

 

0

  Capital raising fees

 

73,818

 

 

21,737

  Capital raising fees - related parties

 

72,000

 

 

0

Total Other (income) expense

 

195,480

 

 

57,975

 

 

 

 

 

 

Net loss

$

(872,966)

 

$

(333,773)

 

 

 

 

 

 

Net loss per share - (Basic)

$

(0.01)

 

$

0.00

 

 

 

 

 

 

Weighted average number of common

shares outstanding

 

141,102,631

 

 

112,198,343




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, 2014

 

 

86,348,704

8,634

8,360,130

91,380

(5)

(8,941,507)

(481,368)

Bonus issuance of

common stock

 

 

2,500,000

250

62,250

 

 

 

62,500.00

Issuance of shares for

settlement of debt

 

 

2,096,000

210

41,710

 

 

 

41,920.00

Net loss for the year ended

 

 

 

 

 

 

 

(153,413)

(153,413)

June 30, 2015

-

-

90,944,704

9,093.73

8,464,091

91,380.01

(5)

(9,094,920)

(530,361)

 

 

 

 

 

 

 

 

 

 

Bonus issuance of

common stock

 

 

1,250,000

125.00

26,125

 

 

 

26,250

Issuance of shares for

settlement of debts to related parties

 

 

24,597,376

2,462.00

447,539

 

 

 

450,001

Issuance of shares for

settlement of debts to related parties

 

 

2,000,000

200.00

39,800

 

 

 

40,000

Issuance of stock for cash

 

 

9,760,150

976.02

170,484

 

 

 

171,460

Issuance of common stock

payable for services

 

 

3,387,252

338.73

67,406

 

 

 

67,745

Net loss for the year ended

 

 

 

 

 

 

 

(333,773)

(333,773)

June 30, 2016

-

-

131,939,482

13,195

9,215,445

91,380

(5)

(9,428,693)

(108,678)

 

 

 

 

 

 

 

 

 

 

Issuance of shares for

services to related parties

 

 

2,500,000

250

118,416

 

 

 

118,666

Issuance of stock for cash

 

 

18,025,725

1,803

510,738

 

 

 

512,541

Issuance of common stock

for subscriptions payable

 

 

3,543,167

354

64,840

(65,194)

 

 

0

Issuance of common stock

payable for services

 

 

2,479,497

248

116,210

 

 

 

116,458

Shares cancelled

 

 

(100,000)

(10)

(1,990)

 

 

2,000

0

Issuance of stock options

for services

 

 

 

 

7,360

 

 

 

7,360

Net loss for the year ended

 

 

 

 

 

 

 

(872,966)

(872,966)

June 30, 2017

-

-

158,387,871

15,840

10,031,019

26,186

(5)

(10,299,659)

(226,619)















See Accompanying Notes to Financial Statements.



F-4



AS-IP TECH, INC.

STATEMENTS OF CASH FLOWS

(AUDITED)


 

For the years Ended June 30,

 

2017

 

2016

 

 

 

 

Cash flows from operating activities:

 

 

 

  Net loss

$

(872,966)

 

$

(333,773)

  Adjustments to reconcile net loss to net cash

    used by operating activities:

 

 

 

 

 

    Stock compensation for services

 

116,458

 

 

93,994

    Stock compensation for services - related parties

 

118,666

 

 

 

    Stock options

 

7,360

 

 

0

    Loss on stock issuances

 

0

 

 

 

    Amortization of intangibles

 

90,000

 

 

60,000

  Changes in operating assets and liabilities

 

 

 

 

 

    Increase (Decrease) in accounts payable

 

(3,769)

 

 

12,580

    Increase (Decrease) in related party payables

 

20,956

 

 

24,091

    Increase (Decrease) in deferred revenue

 

(7,746)

 

 

16,431

    Decrease (Increase) in accounts receivable

 

(55,577)

 

 

8,183

    Decrease (Increase) in prepaid expenses

 

(2,753)

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

(589,371)

 

 

(118,494)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Net cash used by investing activities

 

0

 

 

0

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

  Advances from related party

 

 

 

 

 

  Loan

 

69,107

 

 

11,104

  Proceeds from issuance of common stock

 

512,541

 

 

171,460

 

 

 

 

 

 

Net cash provided by financing activities

 

581,648

 

 

182,564

 

 

 

 

 

 

Net Increase/(Decrease) in cash

 

(7,723)

 

 

64,070

Cash, beginning of period

 

64,292

 

 

222

 

 

 

 

 

 

Cash, end of period

$

56,569

 

$

64,292

 

 

 

 

 

 

Supplemental schedule of non-cash activities:

 

 

 

 

 

  Cash paid for interest

 

0

 

 

0

  Cash paid for income taxes

 

0

 

 

0

  Stock issued for payable conversion

$

0

 

$

490,000




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.


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 $10,299,659 at June 30, 2017. 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 the BizjetMobile and fflya businesses from the sale of hardware and provision of on-going services. 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.






F-6




AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



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, 2017 and 2016 there were deposit balances in a United States bank of $56,569 and $64,292 respectively.


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, 2017 the Company had net operating loss carryforwards of $9,699,812 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 $2,263,324 in 2017, compared to an allowance of $2,056,824 in 2016. The change in the valuation allowance for U.S. tax purposes in 2017 and 2016 was $206,500 and $41,473, 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.






F-7



AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



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.


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.





F-8



AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



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 hardware sales and on-going service fees as well as other revenue sources that might be developed from the Company's technology.


Stock Options


During the year ended June 30, 2017, the Company issued stock options to acquire 341,500 shares of the Company’s common stock at a price of $0.10 per share. The term of the options is 5 years from the date of issue. The options were issued in return for capital raising services and the accounts reflect an option cost of $7,360.


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.







F-9



AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



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, 2016, the Company took up Intangible Assets of $450,000 which represented the termination fee negotiated with the licensee of the Company’s technology. The Company has provided for amortization of $60,000 in the year ended June 30, 2016 and $90,000 in the year ended June 30, 2017 on the basis that the technology has a useful life of 5 years.


NOTE 2 - RELATED PARTY TRANSACTIONS


As of June 30, 2017 and 2016, the Company has incurred as "related parties payables", $273,717 and $252,761 respectively, which are due mainly to advances made by the CFO to pay for operating expenses. From July 1, 2016, interest has accrued on amounts due to the CFO calculated quarterly at a rate of 6.5% per annum. Interest accrued for the advance in the year ended June 30, 2017 was $16,282. The loan and accumulated interest will be repaid from surplus operating cash, when funds are available.


As of June 30, 2017 and 2016, the Company had "due to related parties" of $228,811 which are advances made by related parties to provide capital. The “due to related parties” balances are non-interest bearing and unsecured.  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.


As of June 30, 2017 and 2016, the Company had “Accounts receivable -related parties” of $60,871 and $5,294 due from entities affiliated through common stockholders and directors.





F-10



AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



In 2016, the Company acquired the BizjetMobile intellectual property from a related party for $450,000. In 2017 and 2016, the Company provided $90,000 and $60,000 respectively for amortization of the value of the intellectual property.


In 2016, the Company recorded revenue of $1,239 from entities affiliated through common stockholders and directors for license fees.


In 2017 and 2016, the Company recorded revenue of $75,969 and $79,999 respectively from entities affiliated through common stockholders and directors for BizjetMobile system sales.


In 2017 and 2016, the Company recorded revenue of $94,679 and $83,200 respectively from entities affiliated through common stockholders and directors for BizjetMobile service fees.


In 2017 and 2016, the Company incurred expenses of $75,783 and $60,000 respectively to entities affiliated through common stockholders and directors for management expenses.


In 2017 and 2016, the Company incurred expense of $202,217 and $50,125 to entities affiliated through common stockholders and directors for marketing expenses. This includes fees of $78,000 paid to the President, Ron Chapman in 2017, disclosed elsewhere in this report.


In 2017, the Company re-imbursed expenses totalling $23,050 for trade shows incurred on behalf of the Company by entities affiliated through common stockholders and directors.


In 2017 and 2016, the Company re-imbursed expenses totalling $44,596 and $51,623 for communications and data incurred on behalf of the Company by entities affiliated through common stockholders and directors.


In 2017 and 2016, the Company incurred expense of $14,300 and $34,573 to entities affiliated through common stockholders and directors for engineering services.


In 2017 and 2016, the Company incurred expense of $46,896 and $32,000 to entities affiliated through common stockholders and directors for technical service support.


In 2017, the Company incurred expense of $72,000 to entities affiliated through common stockholders and directors for capital raising fees.


In 2017, the Company incurred a loss on debt settlement of $20,000 to entities affiliated through common stockholders and directors.


In 2017 and 2016, the Company incurred cost of sales, comprising commissions and hardware costs, of $60,711 and $60,820 to entities affiliated through common stockholders and directors.


An entity considered a related party is the European and Middle East representative for BizjetMobile and during the year ended June 30, 2017, received marketing fees totalling $47,817. No fees were paid in 2016.



F-11



AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



NOTE 3 - LEASE COMMITMENTS


The Company does not have any arrangements to lease premises for its operations.


NOTE 4 - STOCKHOLDERS' EQUITY


Common stock


The Company as of June 30, 2015 had 500,000,000 shares of authorized common stock, $.0001 par value, with 90,994,704 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, 2016, the Company issued a total of 1,250,000 bonus shares for fund raising valued at $0.021 per share.


During the year ended June 30, 2016, the Company issued a total of 3,190,600 shares for cash valued at $0.015 per share.


During the year ended June 30, 2016, the Company issued a total of 1,763,000 shares for cash valued at $0.016 per share.


During the year ended June 30, 2016, the Company issued a total of 4,806,550 shares for cash valued at $0.02 per share.


During the year ended June 30, 2016, the Company issued a total of 262,500 shares for services valued at $0.015 per share.


During the year ended June 30, 2016, the Company issued a total of 3,124,752 shares for services valued at $0.02 per share.


During the year ended June 30, 2016, the Company issued a total of 24,597,376 shares for reduction of related party accounts payable related to the intangible asset valued at $0.018 per share.


During the year ended June 30, 2016, the Company issued a total of 2,000,000 shares for reduction of related party accounts payable valued at $0.02 per share.


During the year ended June 30, 2017, the Company issued a total of 1,031,867 shares for cash valued at $0.015 per share.


During the year ended June 30, 2017, the Company issued a total of 2,342,500 shares for cash valued at $0.02 per share.


During the year ended June 30, 2017, the Company issued a total of 14,651,357 shares for cash valued at $0.03 per share.




F-12



AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS



During the year ended June 30, 2017, the Company issued a total of 727,855 shares for services valued at $0.05 per share.


During the year ended June 30, 2017, the Company issued a total of 1,333,333 shares to related parties for services valued at $0.05 per share and issued a total of 1,166,667 shares for services to a related-party valued at $0.04 per share.


During the year ended June 30, 2017, the Company issued a total of 1,000,000 shares for services valued at $0.05 per share.


During the year ended June 30, 2017, the Company issued a total of 751,642 shares for services valued at $0.04 per share.


During the year ended June 30, 2017, the Company issued a total of 3,543,167 shares from Subscriptions Payable at a nominal price of $0.0184 per share.


The Company as of June 30, 2017 had 158,387,871 shares issued and outstanding, and 50,000 shares in treasury. Treasury shares are accounted for by the par value method.


Preferred stock


As of June 30, 2016, 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, 2017, the Company has a total of 1,422,389 shares payable to an individual with a net value of $26,185.


NOTE 5 - BAD DEBTS


The Company evaluates the need for an allowance for doubtful accounts on a regular basis. As of June 30, 2017 and 2016, the Company determined that an allowance was not needed.














F-13




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.


None


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 President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.


Our President and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(C) and under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of June 30, 2017.


Based on this evaluation, the President and Chief Financial Officer 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, 2017, management performed, with the participation of our President and Chief Financial Officer, 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 President and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on the evaluation, our President and Chief Financial Officer concluded that, our disclosure controls and procedures over financial reporting as of June 30, 2017, were not effective due to material weaknesses resulting from our failure to 1) accurately calculate, account, monitor and review accounts resulting in late adjustment of revenue, expenses and accounts receivable; 2) segregate presentation of related-party transactions; 3) implement and monitor specific cut off procedures; 4) valuate and account for stock issuances based on market price.


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:



15




·

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.


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, 2017. 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, 2017 were not 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










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PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.


The officers and directors of the Company are as follows:


Name:

Title:

Richard Lukso

Chairman and Director

Ronald J. Chapman

President and Director

Graham O. Chappell

Director

Philip A. Shiels

Chief Financial Officer and Director


All directors of the Company hold office until the next annual meeting of shareholders or until their successors are elected and qualified. At present, the Company's Bylaws provide for not less than one, nor more than seven directors. Currently, there are four directors of the Company. The Bylaws permit the Board of Directors to fill any vacancy and such director may serve until the next annual meeting of shareholders or until his successor is elected and qualified. Officers serve at the discretion of the Board of Directors.


The principal occupation and business experience for each officer and director of the Company, for at least the last five years are as follows:


RICHARD LUKSO, 84, is the Chairman and Director of the Company. Mr Lukso commenced his career in aviation in 1953 at USMC in the Marine Air Wing.  His career has included senior executive positions with Lear Inc., Garrett Airesearch and Learjet. In 1988, Mr Lukso joined Securaplane Technologies Inc. as President and General Manager and co-owner. The company grew from 5 employees and one product to 100 employees and five innovative products serving airlines and general aviation. In 2000, Mr Lukso sold Securaplane Technologies Inc. to Danaher Corporation.


RONALD J. CHAPMAN, 65, serves as President and a director of the Company. Commencing in 1985, Mr. Chapman founded and remains the managing director of ASI Holdings Pty. Ltd. and ASiQ Ltd. Since inception, Mr Chapman has overseen the product development and coordinated the marketing for ASiQ. Mr. Chapman is also managing director and the beneficial owner of 100% of Chapman International Pty Ltd., which is a shareholder of the Company through its shareholding in ASI Technologies Pty. Ltd.


GRAHAM O. CHAPPELL, 72, has been a director of the Company since its inception. Mr. Chappell has worked in the aerospace industry for 30 years. Since 1985, Mr. Chappell has operated as the principal of Chappell Salikin Weil Associates Pty. Ltd. ("Chappell Salikin"), Victoria, Australia, a private aerospace, technology and defence industries consultancy company. Mr. Chappell obtained a Diploma of Aeronautical Engineering degree from the Royal Melbourne Institute of Technology in 1968 and a Masters of Science (Air Transport Engineering) from Cranfield University in 1974.






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PHILIP A. SHIELS, 65, has been a director of the Company since its inception. From 1992 to the present, Mr. Shiels has operated Shiels & Co., Victoria, Australia, a private consulting practice providing management and corporate advisory services. Shiels & Co. has served as a consultant to AS-IP Tech, Inc. since inception. Mr. Shiels received a Bachelor of Business (Accountancy) Degree from the RMIT University in 1976 and has been a Member of the Institute of Chartered Accountants in Australia since 1978.


ITEM 11. EXECUTIVE COMPENSATION.


The Company has not entered into any employment agreements with its executive officers or directors nor has it obtained any key-man life insurance.


Each director is entitled to receive reasonable expenses incurred in attending meetings of the Board of Directors of the Company. The members of the Board of Directors intend to meet at least quarterly during the Company's fiscal year, and at such other times duly called. The Company presently has four directors.


The following table sets forth the total compensation paid or accrued by the Company on behalf of the Chief Executive Officer and Chief Financial Officer of the Company during 2017. No other officer of the Company received a salary and bonus in excess of $100,000 for services rendered during the fiscal year ended June 30, 2017:


SUMMARY COMPENSATION TABLE


NAME AND

PRINCIPAL POSITION

FISCAL

YEAR

ANNUAL

SALARY

COMPENSATION

BONUS/AWARDS

OTHER COMPENSATION

ALL OTHER

Richard Lukso,

Chairman

2017

2016

-

-

-

-

$   -

$   -

Ronald Chapman,

President

2017

2016

-

-

-

-

$ 78,000

$ -

Philip Shiels,

Chief Financial Officer

2017

2016

-

-

-

-

$ 75,783(1)

$ 60,000 (1)

Graham Chappell,

Director

2017

2016

-

-

-

-

$   -

$   -


(1) Officers management fee.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


The following table sets forth certain information as of the date of this Report regarding the beneficial ownership of the Company's Common Stock by each officer and director of the Company and by each person who owns in excess of five percent of the Company's Common Stock giving effect to the exercise of warrants or options held by the named security holder.





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Name, Position and Address

Shares of Common

Stock Beneficially

Owned

Percentage of

Shares Owned

Ronald J. Chapman (2)

President and director

160 Silvan Road,

Wattle Glen, Vic., 3096

Australia

12,757,951

8.1%

Graham O. Chappell (3)

Director

5 Marine Parade, Suite 2

St. Kilda, Vic., 3148,

Australia

2,771,406

1.7%

Philip A. Shiels (4)

Chief Financial Officer and director

88 Elgin Street

Hawthorn, Vic., 3122

Australia

15,948,522

10.1%

Richard Lukso (5)

Director

5610 Via Arbolado

Tucson, AZ, 85750

2,140,000

1.4%

Eric P. van der Griend (6)

100 Barkly St

St Kilda, Vic., 3182

Australia

14,157,639

8.9%

David & Beverly Chalmers (7)

10 Breaker Court

Ocean Grove Vic., 3226

Australia

10,039,613

6.3%

Reginald Edward Gleeson (8)

57 Black St.

Brighton Vic., 3186

Australia

8,808,161

5.6%

All the officers and directors

as a group (4 persons)

33,117,879

20.9%


(1)  Assumes 158,387,871 shares of Common Stock issued and outstanding.


(2)  Ronald J. Chapman, President and a director of the Company, owns 125,006 shares directly. Mr Chapman is the managing director (president) and majority shareholder of Chapman International Pty. Ltd. holds 450,000 shares and is the controlling shareholder of ASIT Australia through which Mr. Chapman is the beneficial owner of 51,190 Shares. Mr. Chapman holds the power of attorney for the trustee of the Research No.1 Trust which holds 9,631,755 Shares. Mr. Chapman is a trustee and a beneficiary of the Madanosaj Superannuation Fund which holds 2,500,000 shares.





19




(3)  Graham O. Chappell, a director of the Company, is the managing director (president) and sole shareholder of Chappell Salikin Weil Associates Pty. Ltd. and is considered the beneficial owner of the 788,006 Shares. Mr. Chappell is the sole shareholder of International Aviation Services Pty. Ltd. which owns 43,400 shares of which Mr. Chappell is considered the beneficial owner. Mr. Chappell is a trustee and a beneficiary of the Chappell Salikin Weil Associates Pty. Ltd. Staff Superannuation Fund which holds 1,940,000 shares.


(4)  Philip A. Shiels, Chief Financial Officer and a director of the Company, holds the power of attorney for the trustee of the Research No. 2 Trust which holds 3,198,522 Shares. Mr. Shiels is a trustee and a beneficiary of the Shiels Superannuation Fund which holds 8,250,000 shares. Mr. Shiels is a trustee and a beneficiary of The Shiels Trust which holds 4,500,000 shares.


(5) Richard Lukso, Chairman and a director of the Company, holds 1,140,000 shares directly and is the beneficial owner of 1,000,000 shares held by the Lukso Family Trust DTD 4/29/97.


(6)  Eric P. van der Griend is a director and shareholder of Ocean View Investment Pty. Ltd. which owns 13,888,889 shares and a director and shareholder of Swiss Time Australia Pty. Ltd. which owns 268,750 shares. Mr. van der Griend is considered the beneficial owner of 14,157,639 shares.


(7) David and Beverly Chalmers are trustees of the Broben Superannuation Fund which holds 10,039,613 shares.


(8) Reginald Edward Gleeson is a trustee of Regsher Pty. Ltd. Superannuation Fund which owns 8,808,161 shares.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.


Ron Chapman, Graham Chappell, and Philip Shiels are directors of the Company and directors of the Company's former subsidiary ASiQ Pty. Ltd. ("ASiQ").  


ASiQ provides technical support for the Company’s business jet program, and in the year ended June 30, 2017, received a monthly retainer plus outgoings.


Chapman International Pty. Ltd., of which Ron Chapman is a director and shareholder, was paid marketing and engineering service fees during the year ended June 30, 2017.


Since June 30, 2017, the Company entered into a license agreement with ASiQ, under which the Company granted ASiQ the right to develop, manufacture, market and commercialize the Company’s intellectual property for global military and government applications.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


AUDIT FEES


Audit fees paid to B F Borgers in the fiscal year ended June 30, 2016 and June 30, 2017 were $15,660 and $19,980 respectively.



20




AUDIT-RELATED FEES


There were no fees billed for services reasonably related to the performances of the audit or review of our financial statements other than those disclosed under the caption Audit Fees for fiscal years 2016 and 2017.


TAX FEES


No fees have been paid for income tax return preparation.


ALL OTHER FEES


There were no other fees filled for services.


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


(a) Exhibits


Exhibit No.

Description

 

 

31.1

Certification of the President under Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 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, 2017:


None

















21




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.

 

Dated: December 19, 2017

 

By:  /s/ Ronald J. Chapman

President

 

 

By:  /s/ Philip A. Shiels

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/ Richard Lukso

Director

12/19/2017

Richard Lukso

 

 

 

 

 

 

 

 

/s/ Ronald J. Chapman

Director

12/19/2017

Ronald J. Chapman

 

 

 

 

 

 

 

 

/s/ Graham O. Chappell

Director

12/19/2017

Graham O. Chappell

 

 

 

 

 

 

 

 

/s/ Philip A. Shiels

Director

12/19/2017

Philip A.  Shiels

 

 










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