UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from ____ to _____
Commission file number
(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of | (IRS Employer Identification No.) |
incorporation or organization) |
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(Address of principal executive officers)
(Issuer’s telephone number)
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 ☐
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 ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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
APPLICABLE ONLY TO CORPORATE ISSUERS
As of August 5, 2021, there were
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AS-IP TECH, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2021
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AS-IP TECH, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
March 31, 2021 |
| June 30, 2020 | |||
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ASSETS |
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Cash | $ |
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Intangible assets - related party, net of accumulated amortization for $ $ |
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Total assets | $ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable and accrued expenses | $ |
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Loans |
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Deferred revenue |
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Subscription for capital |
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Total current liabilities |
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Non-Current Liabilities |
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Loans | $ |
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Total non-current liabilities |
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Total liabilities |
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Commitment and contingencies (Note 3) |
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Stockholders’ Deficit |
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Preferred stock $ none issued and outstanding |
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Common stock, $ authorized, and and outstanding as of Mar. 31, 2021 and June 30, 2020, respectively |
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Additional paid-in capital |
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Subscriptions payable |
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Treasury stock - par value (50,000 shares) |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit | $ |
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The accompanying notes are an integral part of these condensed financial statements.
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AS-IP TECH, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ending Mar. 31, 2021 |
| Three Months Ending Mar. 31, 2020 |
| Nine Months Ending Mar. 31, 2021 |
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Revenue |
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BizjetMobile revenue |
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Operating expenses |
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General and administrative expenses |
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Selling expenses |
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Total operating expenses |
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Loss from operations |
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Other (income) expense |
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Interest |
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Interest - related party |
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Total other expense |
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Net loss | $ | ( |
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Net loss per share - (basic and diluted) | $ | ( |
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Weighted average number of common shares outstanding - (basic and diluted) |
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The accompanying notes are an integral part of these condensed financial statements.
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AS-IP TECH, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(UNAUDITED)
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Shares | Amount | Paid-In Capital | Subscriptions Payable | Treasury Stock | Accumulated Deficit | Stockholders’ Equity | |
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Balance, June 30, 2019 | ( | ( | ( | ||||
Net loss for the period | ( | ( | |||||
Balance, Sep. 30, 2019 | ( | ( | ( | ||||
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Net loss for the period | ( | ( | |||||
Balance, Dec. 31, 2019 | ( | ( | ( | ||||
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Net loss for the period | ( | ( | |||||
Balance, Mar. 31, 2020 | ( | ( | ( | ||||
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Balance, June 30, 2020 | ( | ( | ( | ||||
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Net loss for the period | ( | ( | |||||
Balance, Sep. 30, 2020 | ( | ( | ( | ||||
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Issuance of shares for cash | |||||||
Net loss for the period | ( | ( | |||||
Balance, Dec. 31, 2020 | ( | ( | ( | ||||
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Issuance of shares for cash | |||||||
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Net loss for the period | ( | ( | |||||
Balance, Mar. 31, 2021 | ( | ( | ( | ||||
The accompanying notes are an integral part of these condensed financial statements.
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AS-IP TECH, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ending Mar. 31, 2021 |
| Nine Months Ending Mar. 31, 2020 | |||
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Cash flows from operating activities: |
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Net loss | $ | ( |
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Adjustments to reconcile net loss to net cash used by operating activities: |
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Amortization of intangibles |
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Issuance of common stock for directors fees |
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Issuance of common stock for services |
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Changes in operating assets and liabilities |
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Increase (Decrease) in accounts payable |
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Increase (Decrease) in related party payables |
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Increase (Decrease) in deferred revenue |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Net cash used by investing activities |
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Cash flows from financing activities: |
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Proceeds from loans |
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Proceeds from issuance of common stock |
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Funds received pending issuance of common stock |
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Net Increase/(Decrease) in cash |
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Cash, end of period | $ |
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Supplemental schedule of non-cash activities: |
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Cash paid for interest | $ |
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Common stock paid for interest payable | $ |
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Issuance of shares for related party payables | $ |
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Issuance of shares from Subscriptions for capital | $ |
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Related party payables transferred to Loans -related parties | $ |
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The accompanying notes are an integral part of these condensed financial statements.
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AS-IP TECH, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2021
(UNAUDITED)
Note 1. Organization, Business and Summary of Significant Accounting Policies
Organization and Description of Business
AS-IP Tech, Inc. (the “Company”) was formed on April 29, 1998 as a Delaware corporation.
The Company’s technology comprises two product lines called BizjetMobile and fflya. The products deliver inflight connectivity for business aviation and commercial airlines respectively. The Company receives revenue share from sales by distributors of products and serviced developed from its intellectual property.
Basis of Presentation
The accompanying unaudited condensed financial statements of AS-IP Tech, Inc., (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. The Company uses the same accounting policies in preparing quarterly and annual financial statements. 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 condensed 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 for the year ended June 30, 2020.
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 collectability of accounts receivables, 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.
Reclassifications
Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income.
Recent pronouncements
The company has evaluated the recent accounting pronouncements and believes that none of them have a material effect on the Company’s financial statements.
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Note 2. Going Concern
The accompanying unaudited condensed 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 financial statements, the Company has recurring operating losses, limited funds and has accumulated deficits. These factors raised substantial doubt about the Company’s ability to continue as a going concern.
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 for the next twelve months after these financial statements are issued. 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 March 31, 2021 and June 30, 2020, the Company has recorded as “related party payables”, $
As of March 31, 2021 and June 30, 2020, the Company had “Due to related parties” of $
In 2016, the Company acquired the BizjetMobile intellectual property from a related party for $450,000. In 2018, management re-assessed the net book value of the intellectual property and as a result, wrote off $113,832 as a loss of impairment. As of March 31, 2021 and June 30, 2020, the Company has accumulated $
In the three months ended March 31, 2021 and March 31, 2020 respectively, the Company recorded gross revenue of $
In the three months ended March 31, 2021 and March 31, 2020 respectively, the Company incurred expenses of approximately $
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In the three months ended March 31, 2021 and March 31, 2020 respectively, the Company incurred marketing expense of $
In the three months ended March 31, 2021 and March 31, 2020 respectively, the Company incurred expense of $
In the three months ended March 31, 2021and March 31, 2020 respectively, the Company incurred cost of sales of commissions and hardware costs of $
In the three months ended March 31, 2021 and March 31, 2020 respectively, the Company incurred engineering service costs of $
Note 4. Stockholders’ Deficit
As of March 31, 2021, the Company had
As of March 31, 2021, the Company had
During the nine month period ended March 31, 2021, the Company received subscriptions for capital of $
The Company had Subscriptions payable of $
Note 5. Commitments and Contingencies
The Company does not have any arrangements to lease premises for its operations. The Company does not have any legal matters outstanding.
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Note 6. Loans
Loans in the Company’s balance sheet are made up of:
a.The Company has an unsecured loan from a third party with balance outstanding at March 31, 2021 of $
b.The Company has outstanding unsecured loans totalling $
Effective July 1, 2021, shareholders with $
-Conversion price: $
-Interest rate
-Maturity date: December 31 2023
c.In 2018, the Company issued Convertible Notes which totalled $607,500 at March 31, 2021 (balance at June 30, 2020 $607,500) to fund the development of its fflya systems.
Two issues were made as follows:
The first convertible note for $
-Interest rate:
-Conversion price: $
-Maturity date: December 1, 2020, which has now been extended to December 31, 2023. Conditional on the extension of the term, the holders agreed to advance an additional $200,000 on the same terms above, except the conversion price is to be $0.015 per share on the additional amount.
A second convertible note issued for $
-Interest rate:
-Conversion price: $
-Maturity date: December 1, 2020, which has now been extended to December 31, 2023. In negotiating the extension of the term, the holders agreed to advance an additional $155,000 on the same terms above.
In return for providing the original Convertible Note funding, investors will receive commissions on Viatour tours and attractions for the first 27 system installations. Each investor will receive a commission for three years on terms to be agreed, based on the net revenue received once the systems commence operation. To date, no systems have been installed and no commissions have been paid. None of the Notes have been converted to shares to date.
d.In July 2021, related party contractors have agreed to accept convertible notes to reduce the debts they are owed. The full details of the convertible notes are still being finalised with proposed terms as follows:
-Total amount: $
-Interest rate:
-Conversion price: $
-Effective date: December 31, 2020
-Maturity date: December 31, 2023
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Note 7. Intangible Assets
In the year ended June 30, 2016, the Company took up Intangible Assets of $
Note 8. Subsequent Events
Subsequent to March 31, 2021, the Company has received cash of $
Subsequent to March 31, 2021, the Company has received cash of $
There have not been any other significant events since balance date, March 31, 2021 until the date of this report.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This quarterly report on Form 10-Q 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.
The following discussion should be read in conjunction with the accompanying unaudited condensed financial statements for the nine months ended March 31, 2021 and the Form 10-K for the fiscal year ended June 30, 2020
OVERVIEW
The Company’s inflight connectivity technology is targeted at two distinct markets. BizjetMobile and Chiimp are designed for business jets and has been sold in North America, Europe and the Middle East. The Company’s fflya system is designed for, and marketed to, low-cost airlines in Europe and Asia.
The Company has continued investing in the development and marketing of the airline versions of its fflya and CrewX technology. As a result, the Company has been working with Wizz Air, installing a system on an A321, ready for testing.
Implementation of the Company’s fflya program has been delayed due to the impact of Covid19, which has necessitated renegotiation of outstanding loans and debts, as well as raising additional funding.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2021 COMPARED TO THREE MONTHS ENDED MARCH 31, 2020
In the three months period ended March 31, 2021, the Company recorded revenue of $27,779, compared to revenue of $2,759 in the corresponding three-month period ended March 31, 2020, as a result of increased Chiimp service fees.
The Company incurred operating costs of $159,691 in the three months ended March 31, 2021 and $164,984 in the three months ended March 31, 2020. Main components are engineering and marketing expenses. In the three months ended March 31, 2021, the Company recorded an Operating Loss of $131,912 compared to an Operating Loss of $162,225 in the three months ended March 31, 2020.
The development and marketing costs have been funded in part through interest bearing convertible notes. As a result, the Company’s Other Expenses, included interest of $44,679 and $32,421 in the three months ended March 31, 2021 and 2020 respectively. This resulted in Net Losses of $179,372 and $198,777 in the three months ended March 31, 2021 and 2020 respectively.
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NINE MONTHS ENDED MARCH 31, 2021 COMPARED TO NINE MONTHS ENDED MARCH 31, 2020
In the nine months period ended March 31, 2021, the Company recorded revenue of $64,597, compared to revenue of $26,513 in the corresponding nine-month period ended March 31, 2020, as a result of increased Chiimp sales.
The Company continued investing in the development and marketing of the airline versions of its fflya and CrewX technology. As a result, the product is now in production and has received favourable responses from potential airline customers and strategic partners. In addition, the airline product will be used to upgrade the business jet offering which is expected to open new marketing opportunities for the Company. The Company incurred operating costs of $591,547 in the nine months ended March 31, 2021 and $538,731 in the nine months ended March 31, 2020. Main components are engineering and marketing expenses. In the nine months ended March 31, 2021, the Company recorded an Operating Loss of $526,950 compared to an Operating Loss of $512,218 in the nine months ended March 31, 2020.
The development and marketing costs have been funded in part through interest bearing convertible notes. As a result, the Company’s Other Expenses, included interest of $131,112 and $111,087 in the nine months ended March 31, 2021 and 2020 respectively. This resulted in Net Losses of $658,062 and $623,305 in the nine months ended March 31, 2021 and 2020 respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s primary sources of liquidity are cash received from issue of common stock and accounts payable for expenses incurred with related parties. Without the continuation of these sources of funding, as stated in Note 2 above, the Company’s ability to continue as a going concern is in substantial doubt. This will continue until the company is able to generate sufficient cash flow from its operations.
The cash and cash equivalents balance was $163,620 at March 31, 2021 and $8,958 at June 30, 2020.
The Company reported revenue of $64,597 in the nine months ended December 31, 2021 compared to $26,513 in the nine month period ended March 31, 2020. The Company incurred a loss of $658,062 from operating activities for the nine months to March 31, 2021, compared to a loss of $623,305 from operating activities for the nine months to March 31, 2020. Net cash used in operating activities for the nine months ended March 31, 2021 was $300,813 compared to $283,197 during the nine months ended March 31, 2020. Operating cash requirement in the nine months ended March 31, 2021 was increased mainly through increased accounts payable and related party payables.
The cash flow of the Company from financing activities for the nine months ended March 31, 2021 was $455,476 as a result of funds received pending issue of common stock and proceeds from issuance of common stock. In the nine months ended March 31, 2020, the cash flow from financing activities was $297,948 mainly from funds received pending issue of common stock.
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 or other funding sources. The Company does not have a policy on the amount of borrowing or debt that the Company can incur. There are no guarantees on the company’s ability to raise additional capital and hence its ability to continue as a going concern.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Our management, including the Company’s President, and the Company’s Chief Financial Officer, 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 ineffective and have material weaknesses as set out in the June 30, 2020 Form 10-K, 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 President and Chief Financial Officer, evaluated whether any changes in our internal controls over financial reporting, occurred during the quarter ended March 31, 2021. Based on that evaluation, our management concluded that no change occurred in the Company’s internal controls over financial reporting during the quarter ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
The Company is a smaller reporting company and is not required to provide this information.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended March 31, 2021, the Company issued 19,848,900 shares of common stock valued at $201,489 for cash that were not registered under the Securities Act of 1933. The offer, sale and issuance of these securities was made in reliance upon the exemption from the registration requirements of the Securities Act provided for by Section 4(2) thereof for transactions not involving a public offering. Appropriate legends have been affixed to the securities issued in these transactions. The purchasers of the securities had adequate access, through business or other relationships, to information about the Company. The proceeds from the share sales have been used for the Company’s airline program and operating costs.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit No. |
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| Certification of the President under Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002) | |
| Certification of the Chief Financial Officer under Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002) | |
| Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) | |
| Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
(b) Reports on Form 8-K was filed in the quarter ended March 31, 2021:
None.
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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.
SIGNATURES: | TITLE | DATE |
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By: /s/ Ronald J. Chapman | Director | August 5, 2021 |
Ronald J. Chapman |
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By: /s/ Philip A. Shiels | Director | August 5, 2021 |
Philip A. Shiels |
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By: /s/ Graham O. Chappell | Director | August 5, 2021 |
Graham O. Chappell |
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