Annual Statements Open main menu

AS-IP TECH INC - Quarter Report: 2012 March (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 March 31, 2012

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 May 10, 2012, there were 72,210,814 outstanding shares of the issuer's Common Stock, $0.0001 par value.

 





















2





ASI ENTERTAINMENT, INC.


FORM 10-Q


FOR THE QUARTER ENDED MARCH 31, 2012



 

INDEX

 

 

PART I. FINANCIAL INFORMATION

4

ITEM 1. Financial Statements

4

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

11

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

12

ITEM 4. Controls and Procedures

12

PART II. OTHER INFORMATION

14

ITEM 1. Legal Proceedings

14

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

14

ITEM 3. Defaults upon Senior Securities

14

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

14

ITEM 5. Other Information

14

ITEM 6. Exhibits and Reports on Form 8-K

14

Signatures

15






















3




PART I. FINANCIAL INFORMATION


ITEM 1. Financial Statements

ASI ENTERTAINMENT, INC.

BALANCE SHEETS


 

March 31, 2012

(UNAUDITED)

 

June 30, 2011

(AUDITED)

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

$

120

 

$

158

Total current assets

 

120

 

 

158

TOTAL ASSETS

$

120

 

$

158

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable and accrued expenses

$

19,016

 

$

18,073

Related party payables

 

269,670

 

 

290,571

Due to related parties

 

228,811

 

 

228,811

Total current liabilities

 

517,497

 

 

537,455

Total liabilities

 

   517,497

 

 

   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, 72,210,814 and 71,460,814 shares issued and outstanding, respectively

 

7,221

 

 

7,146

 

 

 

 

 

 

Additional paid-in capital

 

8,021,016

 

 

7,999,340

Treasury stock - par value (50,000 shares)

 

(5)

 

 

(5)

Accumulated deficit

 

(8,790,549)

 

 

(8,688,718)

Subscriptions payable

 

244,940

 

 

144,940

Total stockholders' deficit

 

(517,377)

 

 

(537,297)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

120

 

$

158


The accompanying notes are an integral part of these financial statements.



4




ASI ENTERTAINMENT, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)



 

Three

Months

Ending

Mar. 31, 2012

Three

Months

Ending

Mar. 31, 2011

Nine

Months

Ending

Mar. 31, 2012

Nine

Months

Ending

Mar. 31, 2011

REVENUE:

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

Accounting and auditing

 

2,768

 

2,103

 

18,894

 

12,596

Banking

 

340

 

259

 

846

 

1,021

Consulting fees

 

-

 

-

 

-

 

3,500

Corporate administration

 

1,892

 

1,138

 

3,870

 

2,647

Corporate promotion

 

7

 

325

 

1,304

 

2,054

Directors fees

 

-

 

-

 

50,000

 

-

Loss on shares issued to settle accounts payable

 

6,750

 

-

 

6,750

 

-

Officers management fee

 

6,231

 

6,186

 

18,106

 

18,284

Office expenses, rent, utilities

 

209

 

374

 

996

 

1,397

Travel

 

-

 

-

 

200

 

-

Patent attorney

 

-

 

-

 

865

 

1,313

 

 

 

 

 

 

 

 

 

Total expenses

 

18,197

 

10,385

 

101,831

 

42,812

 

 

 

 

 

 

 

 

 

Net loss

$

(18,197)

$

(10,385)

$

(101,831)

$

(42,812)

 

 

 

 

 

 

 

 

 

Net loss per share, basic

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding, basic

 

71,605,359

 

77,132,387

 

71,897,627

 

76,928,683



The accompanying notes are an integral part of these financial statements.




5



ASI ENTERTAINMENT, INC.

STATEMENTS OF CASH FLOWS

 (UNAUDITED)


 

Nine

Months

Ending

March 31, 2012

 

Nine

Months

Ending

March 31, 2011

Cash flows from operating activities:

 

 

 

 

 

Net loss

$

(101,831)

 

$

(42,812)

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in

 operating activities:

 

 

 

 

 

Compensatory stock issuances - consultants

 

-

 

 

3,500

Compensatory stock issuances- directors

 

50,000

 

 

-

Loss on shares issued to settle accounts payable

 

6,750

 

 

-

Expenses paid on behalf of the company by a related party

 

24,649

 

 

-

Changes in operating assets and liabilities:

 

 

 

 

 

Increase in:

 

 

 

 

 

Accounts payable and accrued expenses

 

943

 

 

6,878

Related party payables

 

18,106

 

 

-

 

 

 

 

 

 

Net cash used in operating activities

 

(1,383)

 

 

(32,434)

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Advances from related party

 

1,345

 

 

26,946

 

 

 

 

 

 

Net cash provided by financing activities

 

1,345

 

 

26,946

 

 

 

 

 

 

Net decrease in cash

 

(38)

 

 

(5,488)

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

158

 

 

5,508

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

120

 

$

20

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

Stock issued for payables conversion

 

15,000

 

 

-

Stock payable for debt conversion

$

50,000

 

$

-

 

The accompanying notes are an integral part of these financial statements.



6




ASI ENTERTAINMENT, INC.

NOTES TO FINANCIAL STATEMENTS

AS OF MARCH 31, 2012

(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 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.




7




Per Share Data


Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share". Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.


Cash and cash equivalents:


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


Income taxes


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


Fair value of financial instruments:


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


Revenue Recognition


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




8




Stock-based compensation


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


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


Recent pronouncements


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


Note 2. Going Concern


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has accumulated losses of $8,790,549 at March 31, 2012 and will be required to make significant expenditures in connection with development of the SafeCell intellectual property and seeking other investments along with general and administrative expenses.  The Company's ability to continue its operations is dependent upon its raising of capital through debt or equity financing in order to meet its working capital needs.


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



9



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, 2012 and June 30, 2011, the Company has recorded as "related party payables", $269,670 and $290,571, respectively, which are due mainly to advances made by the CEO to pay for operating expenses.


As of March 31, 2012 and June 30, 2011, the Company had "due to related parties" of $228,811 and $228,811 respectively which are advances made by related parties to provide capital and outstanding directors fees. These amounts are non-interest bearing, unsecured and due on demand.


The Company in the nine months to March 31, 2012 and in the nine months to March 31, 2011 incurred expenses of approximately $68,106 and $18,284 respectively to entities affiliated through common stockholders and directors for management expenses and directors fees. These expenses have been classified as officers management fees and director fees in the accompanying financial statements. Amounts payable and due to related parties remain as a liability until paid with cash or settled with shares of stock. These amounts are non-interest bearing, unsecured and due on demand.


At this time the Company has no formal agreement with its directors. Currently the company does not plan on issuing additional shares or providing other compensation to its directors until the Company’s financial situation changes.


Note 4. Stockholders' Deficit


During the 3 month period ended March 31, 2012, the Company issued 750,000 shares of common stock in satisfaction of a related party payable of $15,000. As a result of this transaction the Company recorded an increase in common stock of $75, additional paid-in capital of $21,675 and a loss on shares issued to settle accounts payable of $6,750.  These shares were valued at fair market value on February 7, 2012, the agreement date.


The Company authorized to be issued 4,000,000 shares in the quarter ending December 31, 2011 to pay related party payables and notes payable to related parties.  2,000,000 shares valued at $50,000 were issued to directors in lieu of cash.  An additional 2,000,000 shares in the amount of $50,000 were issued to Shiels & Co. as a reduction to notes payable to related parties.  These shares were valued at fair market value on November 21, 2011, the date the shares were authorized to be issued. Since these shares have not been issued as of March 31, 2012 they have been recorded as stock payable.



10




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 March 31, 2012 and the Form 10-K for the fiscal year ended June 30, 2011.


RESULTS AND PLAN OF OPERATIONS


THREE MONTHS ENDED MARCH 31, 2012 COMPARED TO THREE MONTHS ENDED MARCH 31, 2011


In the three month period ended March 31, 2012, the Company recorded revenue of nil and a gross profit of nil.  In the corresponding three month period ended March 31, 2011, the Company recorded revenue of nil and a gross profit of nil.


The Company had a net loss of $18,197 in the three month period ended March 31, 2012 compared to a net loss of $10,385 in the three month period ended March 31, 2011.  Expenses increased from $10,385 in the three months ended March 31, 2011 to $18,197 in the three months ended March 31, 2012 primarily due to a loss on shares issued to settle accounts payable.


NINE MONTHS ENDED MARCH 31, 2012 COMPARED TO NINE MONTHS ENDED MARCH 31, 2011


In the nine month period ended March 31, 2012, the Company recorded revenue of nil from and a gross profit of nil.  In the corresponding nine month period ended March 31, 2011, the Company recorded revenue of nil and a gross profit of nil.




11



The Company had a net loss of $101,831 in the nine month period ended March 31, 2012 compared to a net loss of $42,812 in the nine month period ended March 31, 2011.  Expenses increased from $42,812 in the nine months ended March 31, 2011 to $101,831 in the nine months ended March 31, 2012 because of increased audit fees, directors fees and loss on shares issued to settle accounts payable.


LIQUIDITY AND CAPITAL RESOURCES


The cash and cash equivalents balance decreased $38 during the nine month period ended March 31, 2012 from $158 at July 1, 2011 to $120 at March 31, 2012.


The Company reported revenue of nil in the nine months ending March 31, 2012 and nil in the nine month period ending March 31, 2011.  The Company incurred a net loss of $101,831 from operating activities for the period July 1, 2011 to March 31, 2012 primarily due to auditing fees, directors fees and officers management fees.  Cash used in operating activities reduced to $(1,383) primarily as a result of increased payables to related parties.


The cash flow of the Company from financing activities for the nine months ending March 31, 2012 was 1,345 compared to cash flow from financing activities for the nine months ending March 31, 2011 of $26,946.


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



12



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 March 31, 2012, 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 March 31, 2012. 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 March 31, 2012. 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, 2012 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.






13




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








14




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

5/10/2012

 

 

 

By:  /s/ Ronald J. Chapman

Director

5/10/2012

 

 

 

By:  /s/ Philip A.  Shiels

Director

5/10/2012

 

 

 

By:  /s/ Graham O. Chappell

Director

5/10/2012



 

 

 

 

 

 

 










15