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 authorised 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 Suite 3, Level 7, 24 Collins Street, Melbourne, Victoria, 3000 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 product is ownership of intellectual property named SafeCell, “The Product”. The intellectual property comprises a patented proof of concept. The concept is based on turning a personal electronic device “PED” into a wireless communicator utilizing a secondary communications port such as Bluetooth or USB rather than WiFi or GSM. The intellectual property is licensed to ASiQ Limited, which has used it to produce a unique inflight communication system, called BizjetMobile. Under the terms of the License Agreement between the Company and ASiQ Limited, the Company receives license fees of 10% of the net revenue generated from the BizjetMobile technology.
BizjetMobile is based on the latest mobile App technology. Passengers and crew connect via Bluetooth to a cloud-based gateway that combines a set of algorithms and file management protocols, custom built for aviation satellite networks. All communications are managed by user, flight, aircraft, file and message type.
The benefit of this approach is substantially reduced communication costs, the associated aircraft hardware is inexpensive and a less complicated certification processes.
The underlying database has been engineered so it can be mined at any point in time, to ascertain how the system is being used, the associated cost and its revenue potential.
All competitive platforms are based on standard Wi-Fi protocols requiring high bandwidth, which translates to an expensive Wi-Fi connection.
BizjetMobile comprises 3 components:
1. Apps:
·
Chiimp -for business jets with Iridium satellite connectivity.
·
Grrrilla - for business jets with Inmarsat satellite connectivity.
·
Konng - for charter jets which on-sell connectivity.
2. A custom designed smart router that controls any aircraft satellite link.
3. Multiple cloud based gateways that run autonomously and manage the global telecommunications network.
Program status
The first generation BizjetMobile system was launched at the NBAA annual business jet convention in October 2013, and the first commercial system commenced full operation in 2014. It took all of 2014 to refine the system, and expand the product range from smaller to larger business jets. By February 2015, the program was complete and the business is slowly increasing.
In September 2015, ASiQ commissioned the first Konng charter aircraft system, which opens up the market for charter fleets. This is an untapped market, as most fleets have the US domestic system onboard, but many have been reluctant to implement a global satellite solution. Their primary concern is clients running up huge bills without their knowledge which often ends in dispute. Konng solves this problem by updating in real time, both the client and operator of the associated costs.
ASiQ has also developed a prototype airline version of the App called “fflya”. fflya is targeted at the 5 billion airline passengers who will not pay for Wi-Fi and the 500 airlines which cannot justify the hardware, installation and operational costs. fflya is being designed to provide a range of low cost and in some cases free communication services. Satellite costs will be subsidized by embedded advertising and file sizes will be restricted in line with current generation social media messaging.
All previous and existing Wi-Fi platforms verify that less than 6% of airline passengers are prepared to pay. The single limiting factor is the high cost of building custom satellite networks. While the new satellites will ultimately deliver lower costs, the data cost ratio is so out of sync with what’s available on the ground, it can never be cheap. Premium airlines may opt to subsidize premium passengers, but the cost of providing the service for the rest of the passengers is currently prohibitive. This is evidenced by the ever-increasing cost of Wi-Fi on the domestic US network.
(2) Distribution methods of the products or services;
The Company’s exclusive development and distribution licensee is as follow:
a. ASiQ Ltd, a related party, for the global marketing and implementation of the aviation platform.
Material terms:
i) Date of agreement - May 29, 2008
ii) Term - ongoing
iii) License fee - ASiQ will pay the Company a license fee of 10% of the net revenue generated by the products and received by ASiQ.
iv) As required by the Company, ASiQ will develop, manufacture and market the products to the aviation industry.
v) ASiQ will secure the services of Ron Chapman to assist in any product development and marketing.
vi) Should ASiQ develop other applications for the SafeCell concept outside the aviation industry, ASiQ and the Company will enter into separate agreements setting out the basis on which ASiQ can use the SafeCell concept as set out in the International PCT application, such agreement will include license and royalty payments payable under the agreement.
vii) The agreement was originally non exclusive but subsequently changed to an exclusive agreement.
b. Under a Heads of Agreement dated February 11, 2013, subsequently formalized in an Agreement dated March 25, 2013, and extended to September 25, 2014, it was agreed:
i) The Company’s wholly owned subsidiary, AS-IP Finance Inc. (“AS-IP”) will manage the billing and credit card collections for the North American telecommunication services designated BizjetMobile and iJetCell on behalf of ASiQ.
ii) AS-IP will receive an administration fee of 5% of the net proceeds from the BizjetCell and iJetCell services, in addition to the 10% royalty the Company is entitled to receive.
This Agreement lapsed effective September 25, 2014, as ASiQ no longer requires the Company to manage the billings for its North American operations, following establishment of its own US subsidiary.
(3) Status of any publicly announced new product or service;
None
(4) Competitive business conditions and the small business issuer's competitive position in the industry and methods of competition;
ASiQ’s SafeCell concept was originally created for the airline industry. As the technology evolved, corporate jets were used as the test platform and as a result of flight testing, an opportunity opened up to launch the platform in the corporate aircraft world which is a faster route to market. While ASiQ has advised that its focus is currently the corporate aircraft market, it has now developed the fflya App and will look at options to enter the airline industry, but this will require expanded resources.
Competition
In the United States, one organization, namely GOGO Inc. (previously known as Aircell) dominates the aviation communications market. GOGO’s system connects passenger devices via Wi-Fi and have implemented an exclusive terrestrial wireless network across the United States for transmission off the aircraft. At June 30, 2015, GOGO had 2,249 airliners and 3,170 business jets connected to its system. The Aircell division of GOGO also provides Iridium satellite communications to 5,351 corporate aircraft. These are legacy satellite systems and GOGO Biz Services cannot be delivered by Iridium. 50% of the BizjetMobile customers are connected via the Aircell Iridium system.
Internationally, there are two major industry players with full blown in-flight mobile phone solutions for airlines, OnAir (owned by SITA) and Aeromobile (owned by Panasonic). Both companies have developed technologies to allow passengers to use their cellular phones on aircraft. Their technologies revolve around what is called "Picocell" technology. This is a computer at the base of a cellular tower, designed to control the cellular phones in a small GSM (Global System for Mobile communications) network. In these systems, two cable antennas must be installed along either side of the passenger cabin, above the luggage racks. When the mobile is switched on, the Picocell intercepts it and sends a signal to the phone to reduce the transmitter's power, while at the same time, switching the phone to the 1800 MHz frequency, which is documented as safe for use in aircraft. When a call is made, the phone connects with the in-cabin network, the signal is sent to a Picocell. A Picocell is a series of processors that translates the phone's GSM (global system for mobile communication) signal into one that can be read by a satellite. The message is then relayed from a satellite to the ground where it connects into the Global cellular roaming network via a telco. Initially the Aeromobile system could only handle six connections simultaneously because of the limited capacity of existing aircraft satellite communication voice systems although passengers are able to send unlimited texts and SMS. OnAir are using the newer Inmarsat broadband satellites which can handle more phone lines, however Aeromobile will have to upgrade their hardware and they both plan to set an upper limit of 28 calls at one time.
For corporate aircraft outside the United States, a satellite-based system is required and is provided by companies including GOGO, ARINC, VIASAT, OnAir and Aeromobile utilizing the Iridium, Inmarsat and Intelsat satellite networks.
ASiQ’s airline concept will provide flexible terms on equipment cost and revenue sharing. Airlines are expected to be attracted to this structure, which allows them to offer the service at little cost to the passengers.
The Company believes licensees and agents will be able to compete with the other companies in both the business aircraft and airline fields due to its very low equipment costs, little or no certification issues unlike Wi-FI and GSM based systems, and the fact that 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 the licensee and its agents to market the product to generate the income from which the Company will receive license fees. The timing and extent of that marketing will be dependent on the resources and efforts of the licensee and its agents.
(7) Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration;
The Company has acquired the application for an Australian patent on its "SafeCell" system and filed an International application under the Patent Co-operation Treaty "PCT". In September 2008, the Company received notification that the International Preliminary Report on Patentability had been established. The Company has subsequently filed national phase patent applications in Australia, the United States, China and European Union. In January 2010, the Company received notification of the approval of the Australian patent application. In January 2012, the Company received notification of the approval of the Chinese patent application. The Company has decided not to continue with its applications for the United States and European Union patents as the cost to contest existing claims were considered prohibitive.
(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;
The business aircraft system is installed as a Portable Electronic Device and as such little or no certification is required.
Installation and use of aircraft avionics in airline category aircraft requires prior certification and approval by the Federal Aviation Administration ("FAA") and regulatory authorities of foreign governments on each aircraft type and for each airline.
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 airline.
(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.
(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 are borne directly by customers;
The Company has not carried out any research and development in the last two years.
(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 Executive Officer and Chief Financial Officer (same person).
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company does not own any property other than the SafeCell intellectual property. The Company maintains its corporate administration office at Suite 3, Level 7, 24 Collins Street, Melbourne, Victoria, 3000, Australia.
ITEM 3.
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable
PART II.
ITEM 5.
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 92,457,204 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 OTCQB. 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.
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.
ITEM 6. SELECTED FINANCIAL DATA.
Not required for a smaller reporting company.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
OVERVIEW
Following the re-structure of the ASI Group and the acquisition of the SafeCell intellectual property in 2007, the business of the Company is the licensing of the SafeCell technology to generate license fees. 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.
LICENSE AGREEMENTS
The Company has the following marketing arrangements in place:
a. ASIQ Ltd, a related party, for the global marketing and implementation of SafeCell.
Material terms:
i) Date of agreement - May 29, 2008
ii) Term - ongoing
iii) License fee - ASiQ will pay the Company a royalty fee of 10% of the revenue generated by SafeCell and received by ASIQ.
iv) As required by the Company, ASiQ will develop, manufacture and market SafeCell to the airline industry.
v) ASiQ will secure the services of Ron Chapman to assist in any product development and marketing.
vi) Should ASiQ develop other applications for the SafeCell concept outside the aviation industry, ASiQ and the Company will enter into separate agreements setting out the basis on which ASiQ can use the SafeCell concept as set out in the International PCT application, such agreement will include license and royalty payments payable under the agreement.
vii) The agreement was originally non exclusive but subsequently changed to exclusive.
b. Under a Heads of Agreement dated February 11, 2013, subsequently formalized in an Agreement dated March 25, 2013, it was agreed:
i) The Company’s wholly owned subsidiary, AS-IP Finance Inc. (“AS-IP”) will manage the billing and credit card collections for the North American telecommunication services designated BizjetMobile and iJetCell on behalf of ASiQ.
ii) AS-IP will receive an administration fee of 5% of the net proceeds from the BizjetCell and iJetCell services, in addition to the 10% royalty the Company was currently entitled to receive.
This Agreement lapsed effective September 25, 2014, as ASiQ no longer requires the Company to manage the billings for its North American operations, following establishment of its own US subsidiary.
RESULTS AND PLAN OF OPERATIONS
The Company had accumulated losses from inception to June 30, 2015 of $9,094,959. Major components of the loss include depreciation, stock impairment, consulting and management fees, and operations costs. The Company may be required to make significant additional expenditures in connection with the patent applications and development of the SafeCell technology and promotion. The Company's ability to continue its operations is dependent upon its receiving funds through its anticipated sources of financing including capital raisings and revenues from operations. The Company may be required to raise additional capital through debt financing.
YEAR ENDED JUNE 30, 2015 COMPARED WITH YEAR ENDED JUNE 30, 2014
The Company received revenue of $33,702 in the year ending June 30, 2015, compared to $76,237 in the year ended June 30, 2014. The Company had cost of sales of $19,735 and $30,879 for the years ended June 30, 2015 and June 30, 2014 respectively, which resulted in gross profit of $13,967 and $45,358 respectively. The decreased revenue, cost of sales and gross profit, reflected the expiry of the Company’s prior arrangement with ASiQ Limited, under which the Company handled the billings for ASiQ’s North American telecommunication services.
Expenses increased from $114,288 for the twelve month period ending June 30, 2014 to $167,409 for the twelve month period ending June 30, 2015 due to higher financing costs.
The Company recorded a net loss for the twelve month period ending June 30, 2015 of $153,442, compared to a loss of $68,930 for the twelve month period ending June 30, 2014.
There was no foreign currency translation gain or loss for the year ended June 30, 2014 or for the year ended June 30, 2015.
LIQUIDITY AND CAPITAL RESOURCES
The Company has used the proceeds from the sale of the securities for payment of operating costs to date.
The Company's cash and cash equivalents cash equivalents decreased from $12,348 at June 30, 2014 to $222 at June 30, 2015 as a result of operating losses, decreased accounts payables, increased accounts receivable.
The Company had a net loss of $153,442 from operating activities for the period July 1, 2014 to June 30, 2015, primarily consisting of officers’ management fees, fund raising costs and corporate administration. The Company's revenue for the twelve months ending June 30, 2015 was $33,702, compared to $76,237 in the twelve month period to June 30, 2014. The net loss from operating activities for the period July 1, 2014 to June 30, 2015 was higher than the net loss from operating activities for the period July 1, 2013 to June 30, 2014 due to lower revenue from license and administration fees and higher fund raising costs.
The Company had no cash flow from investing activities for the twelve months ending June 30, 2015, and June 30, 2014 respectively.
The cash flow of the Company from financing activities for the twelve months ending June 30, 2015 was nil. In the twelve months ending June 30, 2014 financing activities was from the proceeds from issue of common stock.
The Company's marketing plan is based on licensing the SafeCell intellectual property from which it will receive license fees. This plan may require significant capital from the Company for promotion and patent costs. 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 borrowing from a financial institution. 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 revenue is from license fees generated by the SafeCell intellectual property, marketed as BizjetMobile. The fees are based on the revenue generated by the licensee from hardware sales and on-going service fees. The Company was also receiving a fee for management of the licensee’s North American business but this arrangement expired on September 25, 2014, and as a result, the Company’s revenue decreased in the year ended June 30, 2015. The licensee’s customer base has continued to grow in the year ended June 30, 2015 and while modest at this stage, the revenue from on-going service fees is expected to grow. The licensee has continued development of its BizjetMobile technology, which has led to an expanded product range to enable it to market to a broader range of business aircraft operators..
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for a smaller reporting company.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
OVERVIEW
AS-IP TECH, INC.
FINANCIAL STATEMENTS
June 30, 2014 and 2013
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of ASI Entertainment, Inc.:
We have audited the accompanying consolidated balance sheets of ASI Entertainment, Inc. (“the Company”) as of June 30, 2015 and 2014 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 audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of ASI Entertainment, Inc., as of June 30, 2015 and 2014, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles in the United States of America.
The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such opinion.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ B F Borgers CPA PC
B F Borgers CPA PC
Lakewood, CO
September 28, 2015
AS-IP TECH, INC.
BALANCE SHEETS
(AUDITED)
See Accompanying Notes to Financial Statements.
AS-IP TECH, INC.
STATEMENTS OF OPERATIONS
(AUDITED)
See Accompanying Notes to Financial Statements.
AS-IP TECH, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT
See Accompanying Notes to Financial Statements.
AS-IP TECH, INC.
STATEMENTS OF CASH FLOWS
(AUDITED)
See Accompanying Notes to Financial Statements.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
AS-IP Tech, Inc. (“AS-IP”, the "Company") formerly ASI Entertainment, Inc., was incorporated in the State of Delaware on April 29, 1998. AS-IP owns the intellectual property in the SafeCell product.
Basis of Presentation
The financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America. The financial statements are expressed in United States dollars.
Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company has a limited operating history and limited funds and has an accumulated deficit of $9,094,959 at June 30, 2015. These factors, among others, may indicate that the Company will be unable to continue as a going concern.
The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions. The Company expects to generate revenue in the future from license and royalty fees from its SafeCell technology. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of assets and/or liabilities that might be necessary should the Company be unable to continue as a going concern. The continuation as a going concern is dependent upon the ability of the Company to meet our obligations on a timely basis, and, ultimately to attain profitability.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. At certain times, cash in bank may exceed the amount covered by FDIC insurance. At June 30, 2015 and 2014 there were deposit balances in a United States bank of $222 and $12,348 respectively.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
Income tax
The Company accounts for income taxes under FASB ASC 740 "Income Taxes". Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
At June 30, 2015 the Company had net operating loss carryforwards of $8,991,319 which begin to expire in 2019. The deferred tax asset created by the U.S. net operating losses has been offset by a 100% valuation allowance of $2,015,351 in 2015, compared to an allowance of $1,997,351 in 2014. The change in the valuation allowance for U.S. tax purposes in 2015 and 2014 was $18,000 and $67,310, respectively.
Stock-based compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.
Per Share Data
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share". Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
Revenue recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Revenue is recognized on an accrual basis as earned under contract or license agreements. License fees are taken up in the period they become due. Revenue from ongoing license fees is recognized on an accrual basis in the period it is earned and invoiced.
Financial instruments
The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:
Level one - Quoted market prices in active markets for identical assets or liabilities;
Level two - Inputs other than level one inputs that are either directly or indirectly observable; and
Level three - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
All of the Company’s financial instruments are level one and are carried at market value, requiring no adjustment to book value. The financial instruments were deemed to qualify as that classification because their value was determined by the price of identical instruments traded on an active exchange.
Products and services, and geographic areas
Company sales will be derived from license and management fees from the Company's technology. The technology is being marketed internationally under license agreements. To date, the Company has received license fees from North America, Asia and Australia.
Stock Options
The Company has no outstanding stock options.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
Recent Accounting Pronouncements
The company has evaluated the recent accounting pronouncements through ASU 2013-09 and believes that none of them have a material effect on the Company’s financial statements.
Long-Lived Assets
In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
Goodwill, Trademarks and Other Intangible Assets
In accordance with SFAS No. 142, ‘‘Goodwill and Other Intangible Assets,’’ we classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization; (2) intangible assets with indefinite lives not subject to amortization; and (3) goodwill. For intangible assets with definite lives, tests for impairment must be performed if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and goodwill, tests for impairment must be performed at least annually or more frequently if events or circumstances indicate that assets might be impaired.
When facts and circumstances indicate that the carrying value of intangible assets determined to have definite lives may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of future cash flows. If the sum of the expected future cash flows is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. We test intangible assets determined to have indefinite useful lives, including trademarks, franchise rights and goodwill, for impairment annually, or more frequently if events or circumstances indicate that assets might be impaired.
Intangible Assets
In the year ended June 30, 2012, the Company took up Intangible Assets of $4,614 which represented part of the cost of obtaining the patent for the Company’s SafeCell technology in China. The Company did not made any adjustment to the balance in the year ended June 30, 2014 but has written off the full amount in the year ended June 30, 2015.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
License Agreements
The Company has the following marketing arrangements in place:
a. ASiQ Ltd, a Corporation with similar management and ownership to AS-IP, for the global marketing and implementation of SafeCell.
Material terms:
i. Date of agreement - May 29, 2008
ii. Term - ongoing
iii. License fee - ASiQ will pay the Company a license fee of 10% of the revenue generated by SafeCell and received by ASiQ.
iv. As required by the Company, ASiQ will develop, manufacture and market SafeCell to the airline industry.
v. ASiQ will secure the services of Ron Chapman to assist in any product development and marketing.
vi. Should ASiQ develop other applications for the SafeCell concept outside the aviation industry, ASiQ and the Company will enter into separate agreements setting out the basis on which ASiQ can use the SafeCell concept as set out in the International PCT application, such agreement will include license and royalty payments payable under the agreement.
vii. The agreement was originally non-exclusive but subsequently changed to exclusive
b. Under a Heads of Agreement dated February 11, 2013, subsequently formalized in an Agreement dated March 25, 2013, it was agreed:
i) The Company’s wholly owned subsidiary, AS-IP Finance Inc. (“AS-IP”) will manage the billing and credit card collections for the North American telecommunication services designated BizjetMobile and iJetCell on behalf of ASiQ.
ii) AS-IP will receive an administration fee of 5% of the net proceeds from the BizjetCell and iJetCell services, in addition to the 10% royalty the Company was currently entitled to receive.
This Agreement lapsed effective September 25, 2014, as ASiQ no longer requires the Company to manage the billings for its North American operations, following establishment of its own US subsidiary.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - RELATED PARTY TRANSACTIONS
As of June 30, 2015 and 2014, the Company has incurred as "related parties payables", $268,670and $261,473 respectively, which are due mainly to advances made by the CEO to pay for operating expenses.
As of June 30, 2015 and 2014, the Company had "due to related parties" of $228,811 which are advances made by related parties to provide capital.
The “related parties payables” and “due to related parties” balances are non-interest bearing, unsecured and due on demand. Due to the short term structure of these notes the company does not impute interest expense or recognize a discount on the face value of the notes.
The Company in 2015 and 2014 incurred expenses of approximately $60,000 and $60,000 respectively to entities affiliated through common stockholders and directors for management expenses.
NOTE 3 - LEASE COMMITMENTS
The Company has entered into an arrangement under which it uses premises at A$3,200 per annum and has not entered into a formal lease agreement.
NOTE 4 - STOCKHOLDERS' EQUITY
Common stock
The Company as of June 30, 2013 had 100,000,000 shares of authorized common stock, $.0001 par value, with 81,577,481 shares issued and outstanding, and 50,000 shares in treasury. Treasury shares are accounted for by the par value method.
During the year ended June 30, 2014, the Company issued a total of 304,745 shares for services valued at $0.021 per share.
During the year ended June 30, 2014, the Company issued a total of 3,860,461 shares for $80,699 in cash valued at $0.021 per share.
During the year ended June 30, 2014, the Company increased the authorized common stock from 100,000,000 shares to 500,000,000 shares.
During the year ended June 30, 2015, the Company issued a total of 2,500,000 bonus shares for fund raising valued at $0.025 per share.
During the year ended June 30, 2015, the Company issued a total of 2,000,000 shares for reduction of related accounts payable valued at $0.021 per share.
During the year ended June 30, 2015, the Company issued a total of 96,000 shares for reduction of accounts payable valued at $0.021 per share.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
Preferred stock
As of June 30, 2015, the Company had 50,000,000 shares of authorized preferred stock, $.0001 par value, with no shares issued and outstanding.
Subscriptions payable
As of June 30, 2015, the Company has a total of 4,965,556 shares payable to an individual with a net value of $91,380.
NOTE 5 - BAD DEBTS
The Company evaluates the need for an allowance for doubtful accounts on a regular basis. As of June 30, 2015 and 2014, the Company determined that an allowance was not needed.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
(a) Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer / Chief Financial Officer and President, as appropriate, to allow timely decisions regarding required disclosure.
Our Chief Executive Officer / Chief Financial Officer and President evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(C) and under the Securities Exchanged Act of 1934, as amended (the "Exchange Act"), as of June 30, 2015.
Based on this evaluation, the Chief Executive Officer / Chief Financial Officer and President concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that are filed or submitted under the Exchange Act recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
(b) Management's Annual Report on Internal Control over Financial Reporting
As of June 30, 2015, management performed, with the participation of our Chief Executive Officer/Chief Financial Officer (who is the same person) and President and an external advisor, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 (e) and 15c-15 (e) of the Exchange Act. Our Disclosure controls and procedures controls and procedures are designed to ensure that information required to be disclosed in the report we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's forms, and that such information is accumulated and communicated to our management including our Chief Executive Officer/Chief Financial Officer and President, to allow timely decisions regarding required disclosures. Based on the evaluation, our Chief Executive Officer/Chief Financial Officer and President concluded that, as of June 30, 2015, our disclosure controls and procedures were effective.
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a- 15(f) and 15d-15(f) under Exchange Act). The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial policies and procedures that:
* pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
* provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our Company are being made only in accordance with authorizations of our management and directors; and
* provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, the Company assessed the effectiveness of the internal control over financial reporting as of June 30, 2015. In making this assessment, we used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of this assessment and on those criteria the Company concluded that no material weaknesses exist in the internal controls as of June 30, 2015.
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
PART III
ITEM 10.
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:
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, 82, 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, 63, 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, 70, 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.
PHILIP A. SHIELS, 63, has been a director of the Company since 1996. 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 ASiQ Ltd. since 1994 and AS-IP Tech, Inc. since its inception. Mr Shiels has served as the Director of Finance for ASI Holdings Pty. Ltd. 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.
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 2015. 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, 2015:
SUMMARY COMPENSATION TABLE
(1) Officers management fee.
ITEM 12.
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.
(1) Assumes 90,944,704 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., which 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 6,631,755 Shares. Mr. Chapman is a trustee and a beneficiary of the Madanosaj Superannuation Fund which holds 2,500,000 shares.
(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 1,140,000 shares.
(4) Philip A. Shiels, Chief Executive Officer and 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 1,198,522 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) 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.
(6) Martin Clark is a director and shareholder of Edilan Investments Pty. Ltd. which owns 6,837,635 shares as trustee for the Martin Clark Family Trust.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Ronald Chapman, Graham Chappell, and Philip Shiels are directors of the Company and directors of the Company's former subsidiary ASiQ Pty. Ltd., now named ASiQ Ltd. ("ASiQ").
On February 28, 2007, the Company entered into an agreement to purchase the SafeCell intellectual property from ASiQ for $250,000. Since the SafeCell acquisition, the Company has looked to ASiQ and the SafeCell creators to develop the flight test system and to promote SafeCell to the aviation industry. Future licensing of SafeCell to ASiQ for airline opportunities will be negotiated on a case by case basis.
On May 29, 2008 the Company entered into a License Agreement with its former subsidiary, ASiQ, under which ASiQ will:
1. Continue to develop, manufacture and have a non exclusive right to market SafeCell.
2. Secure the services of the SafeCell inventor, Mr Ron Chapman to assist in product development and marketing.
3. Pay to AS-IP a License Fee of 10% of the revenue generated by SafeCell and received by ASiQ.
In addition, should ASiQ develop other applications for the SafeCell concept outside the aviation industry, ASiQ and the Company will enter into separate agreements setting out the basis on which ASiQ can use the SafeCell concept as set out in the International PCT application, such agreements including license and royalty payments.
On February 11, 2013, the Company entered into a Heads of Agreement with its former subsidiary, ASiQ, under which the Company became responsible for managing the billing and credit card collections for the North American telecommunication services designated BizjetMobile and iJetCell on behalf of ASiQ. The Heads of Agreement was formalized on March 25, 2013, with an Agreement including the Company’s wholly owned subsidiary, AS-IP Finance Inc. (“AS-IP”). Under the Agreement, AS-IP received an administration fee of 5% of the net proceeds from the BizjetCell and iJetCell services, in addition to the 10% royalty the Company was currently entitled to receive. The Agreement lapsed effective September 25, 2014, as ASiQ no longer requires the Company to manage the billings for its North American operations, following establishment of its own US subsidiary.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
Audit fees paid to B F Borgers in the fiscal year ended June 30, 2014 and June 30, 2015 were $18,160 and $15,660 respectively.
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 2014 and 2015.
TAX FEES
A fee of $1,500 was paid to B F Borgers in the fiscal year ended June 30, 2015 for income tax return preparation.
ALL OTHER FEES
There were no other fees filled for services.
ITEM 15.
ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(b) Reports filed on Form 8-K for the year ending June 30, 2015:
On September 24, 2015, the Company announced that it had been advised that the Agreement with its former subsidiary, ASiQ Limited under which the Company was responsible for managing certain services provided to the business aircraft market in North American on behalf of ASiQ, would not be renewed when it expired on September 25, 2014.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AS-IP TECH, INC.
By: /s/ Philip A. Shiels
Principal Executive Officer and Principal
Financial Officer
Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Richard Lukso
Director
9/22/2015
Richard Lukso
/s/ Ronald J. Chapman
Director
9/22/2015
Ronald J. Chapman
/s/ Graham O. Chappell
Director
9/22/2015
Graham O. Chappell
/s/ Philip A. Shiels
Director
9/22/2015
Philip A. Shiels