AS-IP TECH INC - Quarter Report: 2018 March (Form 10-Q)

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AS-IP TECH, INC.

BALANCE SHEETS

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

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AS-IP TECH, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

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

5

AS-IP TECH, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

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

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AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS

AS OF MARCH 31, 2018

(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 of America 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, 2017.

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.

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.

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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

Effective January 1, 2018, the Company adopted ASC 606 - Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sales of goods and services by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 - Revenue Recognition. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the three months ended March 31, 2018 and 2017.

Long-lived Assets

In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Capitalized costs are amortized based on current and future revenue for each asset with an annual minimum equal to the straight-line amortization over the remaining estimated economic life of the asset.

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. The Company had an Accumulated Deficit of $10,912,141 at March 31, 2018 and will be required to make significant expenditures in connection with development of the BizjetMobile and fflya businesses, seeking additional funding through investments and 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 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, 2018 and June 30, 2017, the Company has recorded as "related party payables", $325,246 and $273,717, respectively, which are due mainly to advances made by the CFO to pay for operating expenses. From July 1, 2016, interest has accrued on amounts due to the CFO calculated quarterly at a rate of 6.5% per annum. As a result, in the three months ending March 31, 2018 and March 31, 2017, the Company recorded Interest - related party of $4,568 and $4,109 respectively, and in the nine months ending March 31, 2018 and March 31, 2017, the Company recorded Interest - related party of $13,263 and $12,104 respectively.

As of March 31, 2018 and June 30, 2017, 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.

As of March 31, 2018 and June 30, 2017, the Company had “Accounts receivable - related parties” of $46,894 and $60,871 due from entities affiliated through common stockholders and directors.

In 2016, the Company acquired the BizjetMobile intellectual property from a related party for $450,000. As of March 31, 2018 and June 30, 2017, the Company has accumulated $217,500 and $150,000 respectively for amortization of the value of the intellectual property.

In the three months ended March 31, 2018 and March 31, 2017 respectively, the Company recorded revenue of $20,803 and $19,151 from entities affiliated through common stockholders and directors for BizjetMobile service fees. In the nine months ended March 31, 2018 and March 31, 2017 respectively, the Company recorded revenue of $74,857 and $76,175 from entities affiliated through common stockholders and directors for BizjetMobile service fees. In the nine months ended March 31, 2018 and March 31, 2017 respectively, the Company recorded revenue of $21,990 and $29,970 from entities affiliated through common stockholders and directors for BizjetMobile system sales.

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In the three months ended March 31, 2018 and March 31, 2017 respectively, the Company incurred expenses of approximately $24,000 and $23,000 respectively to entities affiliated through common stockholders and directors for management expenses. In the nine months ended March 31, 2018 and March 31, 2017 respectively, the Company incurred expenses of approximately $72,000 and $53,000 respectively to entities affiliated through common stockholders and directors for management expenses. These expenses have been classified as officer’s management fees in the accompanying financial statements.

In the three months ended March 31, 2018 and March 31, 2017 respectively, the Company incurred marketing expense of $80,454 and $83,202 to entities affiliated through common stockholders and directors. In the nine months ended March 31, 2018 and March 31, 2017 respectively, the Company incurred marketing expense of $182,509 and $158,967 to entities affiliated through common stockholders and directors.

In the three months ended March 31, 2018 and March 31, 2017 respectively, the Company incurred expense of $12,000 and $12,000 to entities affiliated through common stockholders and directors for technical service support. In the nine months ended March 31, 2018 and March 31, 2017 respectively, the Company incurred expense of $36,000 and $36,000 to entities affiliated through common stockholders and directors for technical service support.

In the three months ended March 31, 2018 and March 31, 2017 respectively, the Company incurred cost of sales, comprising commissions of $4,578 and $4,570 to entities affiliated through common stockholders and directors. In the nine months ended March 31, 2018 and March 31, 2017 respectively, the Company incurred cost of sales, comprising commissions and hardware costs of $23,028 and $38,545 to entities affiliated through common stockholders and directors. Sales commissions are normally 30% of the sale price of services or systems, but are negotiable on a case by case basis.

In the three months ended March 31, 2018 and March 31, 2017 respectively, the Company reimbursed communications and data costs incurred of $6,837 and $14,510 to entities affiliated through common stockholders and directors. In the nine months ended March 31, 2018 and March 31, 2017 respectively, the Company reimbursed communications and data costs incurred of $18,255 and $51,316 to entities affiliated through common stockholders and directors.

In the nine months ended March 31, 2017, the Company incurred engineering service costs of $14,300 to entities affiliated through common stockholders and directors, on normal commercial terms in the course of the Company’s normal business.

Note 4. Stockholders' Deficit

During the three-month period ended March 31, 2018, the Company did not issue any shares of common stock.

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Note 5. Commitments and Contingencies

Loans in the Company’s balance sheet is made up of:

1.

The Company has an unsecured loan from a third party with balance outstanding at March 31, 2018 of $40,069 (March 31, 2017 $47,490). Interest is calculated at a rate of 20% per annum with interest of $2,048 and $2,351 taken up in the three months ended March 31, 2018 and March 31, 2017 respectively. The Company is making principal and interest payments for the loan of $1,250 per month, which will increase when cash flow allows.

2.

The Company has outstanding unsecured loans totalling $70,295 from shareholders at March 31, 2018 and March 31, 2017. The terms of the loans provide that if they are not repaid by the loan anniversary (December 31 each year), the Company will issue 16,667 shares of common stock for each $5,000 of the loan outstanding in lieu of interest. At March 31, 2018, the Company had accumulated interest on the loans of $11,200 calculated at the Company’s prevailing share price, which included $1,587 for the three months ended March 31, 2018. The interest will be converted to shares of common stock as stated above.

3.

On February 16, 2018, the Company announced that it will convert advances of $562,500 (of which $472,279 was recorded as Advances at December 31, 2017) received from shareholders for funding production of its fflya systems, to two convertible note issues as follows:

The first convertible note for $337,500 finances the initial 15 system shipsets. Terms of the issue are:

-

Interest rate:  20% per annum, payable monthly in arrears

-

Conversion price:  $0.03 per share.

-

Maturity date: December 1, 2020

A second convertible note issue for $225,000 is to finance a further 10 system shipsets, on the following terms:

-

Interest rate:  20% per annum, payable monthly in arrears

-

Conversion price:  $0.05 per share

-

Maturity date:  December 1, 2020

In return for providing system funding, each investor will receive a royalty for a period of three years on each shipset, once the systems commence operation, on terms to be agreed.

Note 6. Subsequent Events

The Company has issued 250,005 shares of its common stock to meet the interest due up until December 31, 2017 on shareholder loans referred to in Note 5.

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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 months and nine months ended March 31, 2018 and the Form 10-K for the fiscal year ended June 30, 2017.

RESULTS AND PLAN OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2018 COMPARED TO THREE MONTHS ENDED MARCH 31, 2017

In the three months period ended March 31, 2018, the Company recorded revenue of $20,803, compared to revenue of $19,151 in the corresponding three month period ended March 31, 2017. After Cost of Sales of $4,578, the Company had a Gross Profit of $16,225 in the three months ended March 31, 2018. In the three months ended March 31, 2017, the Company recorded Cost of Sales of $4,570, which resulted in a Gross Profit of $14,581.

The Company continued investing in the development and marketing of the airline versions of its fflya and CrewX technology. As a result, the product is now in production and has received favourable responses from potential airline customers and strategic partners. In addition, the airline product will be used to upgrade the business jet offering which is expected to open new marketing opportunities for the Company. The Company incurred operating costs of $236,773 in the three months ended March 31, 2018 and $244,102 in the three months ended March 31, 2017. Main components are amortization, management, marketing and engineering expenses. In the three months ended March 31, 2017, the Company recorded an Operating Loss of $220,548 compared to an Operating Loss of $229,521 in the three months ended March 31, 2017.

The development and marketing costs have been funded in part through interest bearing convertible notes and as a result the Company’s interest expense increased from $6,502 in the three months ended March 31, 2017 to $40,992 in the three months ended March 31, 2018. This resulted in Net Losses of $261,540 and $236,023 in the three months ended March 31, 2018 and 2017 respectively.

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NINE MONTHS ENDED MARCH 31, 2018 COMPARED TO NINE MONTHS ENDED MARCH 31, 2017

In the nine month period ended March 31, 2018, the Company recorded revenue of $96,847, compared to revenue of $106,145 in the corresponding nine month period ended March 31, 2017. The revenue in the nine months ended March 31, 2018 was lower than the revenue in the nine months ended March 31, 2017 because of lower equipment sales in the period. After Cost of Sales of $23,028, the Company had a Gross Profit of $73,819. In the nine months ended March 31, 2017, the Company recorded Cost of Sales of $38,545, which resulted in a Gross Profit of $67,600.

The Company’s operating costs increased from $583,379 in the nine months ended March 31, 2017 to $626,942 in the nine months ended March 31, 2018. Main components of operating expenses are amortization, management, marketing and engineering expenses. In the nine months ended March 31, 2018, the Company recorded an Operating Loss of $553,123 compared to an Operating Loss of $515,779 in the nine months ended March 31, 2017.

The increased development and marketing costs have been funded in part through interest bearing convertible notes and as a result the Company’s interest expense has increased from $18,578 in the nine months ended March 31, 2017 to $59,359 in the nine months ended March 31, 2018. This resulted in Net Losses of $612,482 and $534,357 in the nine months ended March 31, 2018 and 2017 respectively.

LIQUIDITY AND CAPITAL RESOURCES

The cash and cash equivalents balance increased from $56,569 at June 30, 2017 to $198,250 at March 31, 2018.

The Company reported revenue of $96,847 in the nine months ending March 31, 2018 compared to $106,145 in the nine-month period ending March 31, 2017. The Company incurred a net loss of $553,123 from operating activities for the nine months to March 31, 2018, compared to a net loss of $515,779 from operating activities for the nine months to March 31, 2017. Net cash used in operating activities for the nine months ended March 31, 2018 was $462,438 compared to $434,447 during the nine months ended March 31, 2017. Operating cash requirement in the nine months ended March 31, 2017 was reduced through intangibles, increased related party payables and accounts payables.

The cash flow of the Company from financing activities for the nine months ending March 31, 2017 was $604,119 as a result of proceeds from issue of common stock and convertible note issue to fund the development and marketing of the fflya and CrewX products. In the nine months ended March 31, 2017, the cash flow from financing activities was $529,642 from issue and pending issue of common stock.

The Company may raise additional capital by the sale of its equity securities, through an offering of debt securities, or from borrowing from a financial institution or other funding sources. The Company does not have a policy on the amount of borrowing or debt that the Company can incur. There are no guarantees on the company’s ability to raise additional capital.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Our management, including the Company's President, and the Company's Chief Financial Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based upon that evaluation, our management concluded that our disclosure controls and procedures as of the end of the period covered by this report are ineffective and have material weaknesses as set out in the June 30, 2017 Form 10-K, such that the information required to be disclosed by us in the reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in SEC's rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance however, that the effectiveness of the controls system are met and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud if any, within a company have been detected.

(b) Changes in internal controls.

The Company's management, including the President and Chief Financial Officer, evaluated whether any changes in our internal controls over financial reporting, occurred during the quarter ended March 31, 2018. 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, 2018 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

(b) Reports on Form 8-K was filed in the quarter ended March 31, 2018:

The Company filed a Form 8-K on February 16, 2018, which reported:

Item 1.01 Entry into a Material Definitive Agreement.

The Company has raised $562,500 under two convertible note issues for the purpose of funding production of its fflya systems, effective February 16, 2018. The funding has been provided mainly by major non-related shareholders of the Company.

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The first convertible note issue for $337,500 finances the initial 15 system shipsets. Terms of the issue are:

*

Interest rate:  20% per annum, payable monthly in arrears

*

Conversion price:  $0.03 per share.

*

Maturity date:  December 1, 2020

A second convertible note issue for $225,000 is to finance a further 10 system shipsets, on the following terms:

*

Interest rate:  20% per annum, payable monthly in arrears

*

Conversion price:  $0.05 per share.

*

Maturity date:  December 1, 2020

In return for providing system funding, each investor will receive a royalty for a period of three years on each shipset, once the systems commence operation, on terms to be agreed.

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SIGNATURES

In accordance with the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AS-IP TECH, INC.

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