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AS-IP TECH INC - Quarter Report: 2011 September (Form 10-Q)

10q


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

or


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ____  to _____


Commission file number 000-27881


ASI ENTERTAINMENT, INC.

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


Delaware

522101695

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)


Level 1, 45 Exhibition Street

Melbourne, Victoria, 3000, Australia

(Address of principal executive officers)


+61 3 9016 3021

(Issuer's telephone number)


_____________

(Former name, former address and former fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [ ]


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


Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(do not check if a smaller reporting company)

Smaller reporting company [X]


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


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  Yes [ ] No [ ]


APPLICABLE ONLY TO CORPORATE ISSUERS


As of November 14, 2011, there were 71,460,814 outstanding shares of the issuer's Common Stock, $0.0001 par value.




 



ASI ENTERTAINMENT, INC.



FORM 10-Q


FOR THE QUARTER ENDED SEPTEMBER 30, 2011



 

INDEX

 

 

PART I. FINANCIAL INFORMATION

3

ITEM 1. Financial Statements

3

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

9

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

10

ITEM 4. Controls and Procedures

11

PART II. OTHER INFORMATION

12

ITEM 1. Legal Proceedings

12

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

12

ITEM 3. Defaults upon Senior Securities

12

ITEM 4. Submission of Matters to a Vote of Security Holders

12

ITEM 5. Other Information

12

ITEM 6. Exhibits and Reports on Form 8-K

12

Signatures

13










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PART I. FINANCIAL INFORMATION


ITEM 1. Financial Statements


ASI ENTERTAINMENT, INC.

BALANCE SHEETS



 

September 30, 2011

(UNAUDITED)

June 30, 2011

(AUDITED)

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

Cash and cash equivalents

$  60

$  158

Total current assets

60

158

TOTAL ASSETS

$  60

$  158

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

CURRENT LIABILITIES

 

 

Accounts payable and accrued expenses

$  18,118

$  18,073

Related party payables

297,947

290,571

Due to related parties

228,811

228,811

Total current liabilities

544,876

537,455

Total liabilities

544,876

537,455

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

Preferred stock $0.0001 par value, 20,000,000 shares authorized, none issued and outstanding

-

-

 

 

 

Common stock, $0.0001 par value, 100,000,000 shares authorized, 71,460,814 shares issued and outstanding

7,146

7,146

 

 

 

Additional paid-in capital

7,999,341

7,999,340

Treasury stock - par value (50,000 shares)

(5)

(5)

Accumulated deficit

(8,696,238)

(8,688,718)

Subscriptions payable

144,940

144,940

Total stockholders' deficit

(544,816)

(537,297)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$  60

$  158



See accompanying notes to unaudited financial statements.




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ASI ENTERTAINMENT, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)



 

Three

months

ending

September 30, 2011

Three

Months

Ending

September 30, 2010

 

 

 

EXPENSES:

 

 

Accounting and auditing

-

8,400

Banking

267

418

Consulting fees

-

1,900

Corporate administration

406

279

Corporate promotion

637

853

Officers management fee

5,875

6,000

Office expenses, rent, utilities

335

420

Patent attorney

-

1,313

 

 

 

Total expenses

7,520

19,583

 

 

 

Net loss

$  (7,520)

$  (19,583)

 

 

 

Net loss per share, basic

$  (0.00)

$  (0.00)

 

 

 

Weighted average number of shares outstanding, basic

71,460,814

71,110,814




See accompanying notes to unaudited financial statements.





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ASI ENTERTAINMENT, INC.

STATEMENTS OF CASH FLOWS

AS OF SEPTEMBER 30, 2011

(UNAUDITED)



 

Three

Months

Ending

September 30, 2011

Three

Months

Ending

September 30, 2010

 

 

 

Cash flows from operating activities:

 

 

Net loss

$  (7,520)

$  (19,583)

 

 

 

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

Compensatory stock issuances - consultants

-

1,900

 

 

 

Changes in operating assets and liabilities:

 

 

Increase/(decrease) in:

 

 

Accounts payable and accrued expenses

46

5,685

Accounts payable related party payables

7,376

-

 

 

 

Net cash used in operating activities

(98)

(11,998)

 

 

 

Cash flow from financing activities:

 

 

Due to related party

-

6,724

 

 

 

Net cash provided by financing activities

-

6,724

 

 

 

Net decrease in cash

(98)

(5,274)

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

158

5,508

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$  60

$  234




See accompanying notes to unaudited financial statements.




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ASI ENTERTAINMENT, INC.

NOTES TO FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2011

(UNAUDITED)


Note 1. Summary of Significant Accounting Policies


Basis of Presentation


The accompanying unaudited financial statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles used in the United States and with the rules and regulations of the United States Securities and Exchange Commission for the interim financial information.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations.


The functional currency of the Company is the United States dollar.  The unaudited financial statements are expressed in United States dollars.  It is management's opinion that any material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.


For further information, refer to the financial statements and footnotes included in the Company's Form 10-K for the year ended June 30, 2011.


Use of Estimates


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


Such estimates and assumptions impact, among others, the valuation allowance for deferred tax assets, due to continuing and expected future losses, and share-based payments.


Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.


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.



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Cash and cash equivalents:


For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.


Income taxes


The Company accounts for its income taxes in accordance with FASB ASC Topic 740-10, "Income Taxes", which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


Fair value of financial instruments:


The carrying value of cash equivalents and accounts payable and accrued expenses approximates fair value due to the short period of time to maturity.


Revenue Recognition


The Company recognizes revenue on an accrual basis. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.


Stock-based compensation


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


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


Recent pronouncements


Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.




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Note 2. Going Concern


The accompanying financial statements 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.  The Company has accumulated losses of approximately $8,696,238 at September 30, 2011 and will be required to make significant expenditures in connection with development of the SafeCell intellectual property and in seeking other investments along with general and administrative expenses.  The Company's ability to continue its operations is dependant 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 provides the additional opportunity for the Company to continue as a going concern. However, there is no assurance of additional funding being available or on acceptable terms, if at all. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.


Note 3. Related Party Transactions


As of September 30, 2011 and June 30, 2011, the Company has recorded as "related parties payables", $297,947 and $290,571 respectively, which are due mainly to advances made by the CEO to pay for operating expenses.


As of September 30, 2011 and June 30, 2011, the Company had "due to related parties" of $228,811 which are advances made by related parties to provide capital. These amounts are non-interest bearing, unsecured and due on demand.


The Company in 2011 and 2010 incurred expenses of approximately $5,875 and $6,000 respectively to entities affiliated through common stockholders and directors for management expenses. These expenses normally remain as a liability until paid.








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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 financial statements for the three month period ended September 30, 2011 and the Form 10-K for the fiscal year ended June 30, 2011.


RESULTS AND PLAN OF OPERATIONS


THREE MONTHS ENDED SEPTEMBER 30, 2011 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2010


Revenue and gross profit was nil in the three month period ended September 30, 2011 and in the corresponding three month period ended September 30, 2010.


The Company had a net loss of $7,520 in the three month period ended September 30, 2011 compared to a net loss of $19,583 in the three month period ended September 30, 2010.  Expenses decreased from $19,583 in the three months ended September 30, 2010 to $7,520 in the three months ended September 30, 2011 because of decreased auditing fees and consulting fees.


LIQUIDITY AND CAPITAL RESOURCES


The Company has used the proceeds from the sale of the securities and operating revenue for payment of operating costs to date. The Company's cash and cash equivalents decreased from $158 at June 30, 2011, to $60 at September 30, 2011.


The Company incurred a net loss of $7,520 from operating activities for the period July 1, 2011 to September 30, 2011 primarily due to officers management fees.


The Company had no revenue in the three months ending September 30, 2011 and in the comparative three month period ending September 30, 2010.



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The cash flow of the Company from operating activities for the three months ending September 30, 2011 was mainly from increased related party payables.


The Company's plan for the SafeCell intellectual property will require funding for the completion of the patent application, then further funding for marketing to set up license and royalty agreements.


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.



ITEM 3. Quantitative and Qualitative Disclosures About Market Risk


Not applicable


ITEM 4. Controls and Procedures


(a) Evaluation of disclosure controls and procedures.


Our management, including the Company's Chief Executive Officer/Principal Financial Officer, and the Company's President, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined In Rule 13a- 15(e) and 15d-15e under the Securities Exchange Act of 1934 (the "Exchange Act") 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 were not effective such that the information required to be disclosed by us in the reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in SEC's rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance however, that the effectiveness of the controls system are met and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud if any, within a company have been detected.


Management has determined that, as of September 30, 2011, there were material weaknesses in both the design and effectiveness of our internal control over financial reporting. As a result, our management has concluded that our internal control over financial reporting was not effective as of September 30, 2011. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.


The deficiencies in our internal controls over financial reporting and our disclosure controls and procedures are related to lack of appropriate experience and knowledge of U.S. GAAP and SEC reporting requirements of our management and a lack of segregation of duties due to the size of the company. The company plans to take steps to rectify these weaknesses in the future.

 

(b) Changes in internal controls.


The Company's management including the Chief Executive Officer/Principal Financial Officer, and President, evaluated whether any changes in our internal controls over financial reporting, occurred during the quarter ended September 30, 2011. Based on that evaluation, our management concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended September 30, 2011 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 2. Unregistered Sales of Equity Securities and Use of Proceeds


None


ITEM 3. Defaults upon Senior Securities


None


ITEM 4. Submission of Matters to a Vote of Security Holders


None


ITEM 5. Other Information


None


ITEM 6. Exhibits and Reports on Form 8-K


None







- 11 -






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.



ASI ENTERTAINMENT, INC.


SIGNATURE

TITLE

DATE

 

 

 

By:  /s/ Richard Lukso

Director

11/17/2011

 

 

 

By:  /s/ Ronald J. Chapman

Director

11/17/2011

 

 

 

By:  /s/ Philip A.  Shiels

Director

11/17/2011

 

 

 

By:  /s/ Graham O. Chappell

Director

11/17/2011



 

 

 

 

 

 

 

 

 

 


 








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