AS-IP TECH INC - Annual Report: 2019 (Form 10-K)

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FORWARD LOOKING STATEMENTS

THIS ANNUAL REPORT ON FORM 10-K 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 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 authorized capital of 500,000,000 shares of Common Stock, par value of $0.0001 per share (the “Common Stock”) and 50,000,000 shares of preferred stock, par value $0.0001 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 2/1 Contour Close, Research, Victoria, 3095 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 technology comprises two product lines called BizjetMobile and fflya. The products deliver inflight connectivity for business aviation and commercial airlines respectively.

BizjetMobile provides corporate jets with an alternative global inflight connectivity solution and is marketed under the brand names CHiiMP and KONNG. They are mobile Apps that deliver highly optimized inflight text and email for passengers and crew. The on-board network comprises an integrated satellite transceiver incorporating a Bluetooth hotspot that uses a set of algorithms and file management protocols that are custom built for aviation satellite networks. All communications are managed by a cloud-based gateway and report by user, flight, aircraft, file, and message type. As a result, passengers and crew receive unlimited inflight connectivity for a flat low monthly rate.

fflya provides airlines with a customized global inflight connectivity approach based on the latest mobile App technology, narrowband satellite links and Bluetooth technology. The fflya platform reduces the installation, certification and equipment costs by up to 90% compared to inflight broadband. In addition, it uses a cloud-based messaging platform capable of delivering real-time demographic and profiling data. By incorporating embedded advertising and destination sponsors, fflya can deliver free messaging to airline passengers.

BizjetMobile and fflya leverage off the existing Inmarsat & Iridium satellites, but will be further enhanced by Next Generation Iridium satellites and Iridium Certus for aviation.

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The Company has completed 82 BizjetMobile installations to date, operating across Asia Pacific, the America’s, Europe and the Middle East.

Markets

BizjetMobile’s target market is the business aviation industry, specifically international corporate jets searching for an alternative low-cost global inflight connectivity solution or an-add on service to reduce their operational costs.

fflya’s target market is primarily low cost airlines operating single aisle aircraft, for example, Boeing 737 and Airbus A320, that struggle to justify equipping their fleets with expensive Wi-Fi platforms as their business model targets passengers who are unwilling to pay. Of the 18,000 commercial airliners currently in operation, the B737/A320 series account for 13,000 of which approximately 75% are operated by Low Cost Airlines. Single aisle aircraft represent 75% of the 35,000 new aircraft forecast to be delivered over the next 20 years.

An inflight Bluetooth network dramatically reduces system and data costs on and off the aircraft. It can also self-facilitate the funding of a controlled pathway to high speed connectivity via multiple new revenue opportunities. The fflya software App framework can be easily integrated into an existing airline booking App to create further cost savings and benefits for passengers. The program creates immediate revenue by enabling passengers to book tours and attractions inflight, while including free messaging to allow them to keep in touch with family and friends. fflya also delivers a virtual private network controlled by the airline for operations and crew to communicate inflight and on-the-ground. This allows airlines to overlay new applications on the platform to improve crew efficiencies and enhance the inflight experience for passengers.

(2) Distribution methods of the products or services;

The Company has appointed BizjetMobile agents for the Americas, Europe and Asia Pacific who will represent the Company on a commission basis.

On the fflya airline program, the Company recently announced via a Form 8-K that it has licensed PT. Jalin Angkasa Indonesia (JAI) as the exclusive marketing arm for Indonesia and Malaysia.

(3) Status of any publicly announced new product or service;

Following the initial soft launch of the fflya airline program at APEX (Airline Passenger Experience Association) Expo on October 23, 2016, the Company has completed ground and flight testing of the Bluetooth network with a major European Airline on an A380 and B777. Further internal testing was also conducted on B787 and A340.

As a result, the Company’s airline program has been refined into two airline products:

1. CrewX (Crew Exchange) - is the simplest way to keep cabin crew connected. CrewX is a Bluetooth communications framework that can be easily embedded into any existing crew App or operate as a stand-alone App. CrewX provides a virtual private secure network for crew to enhance efficiency of crew communications on-board the aircraft, without needing to install certified aircraft servers, Wi-Fi networks or perform modifications to the aircraft systems.

2. fflya - provides 45,000 tours and attractions via a partnership with Viator (a Trip Advisor company) programmed to the passenger destination by flight. The program facilitates free passenger messaging profiled and embedded with sponsors and links. It can be embedded into an airline’s existing booking App which can create an instant database of millions of potential users when the airline App is updated, in addition to the capability to brand each service or icon. Every SMS text message can include an embedded sponsor i.e. Delivered by XXXX or branded by Telco or airline, and every free email can incorporate sponsored promotions i.e. Logos or Links promoting the airline, service or sponsors. The complete portable fflya hardware platform is lightweight and low-cost (US$15,000 per aircraft) and doesn’t require expensive broadband satellite connections. Due to the low cost of the hardware, it can be easily funded by prepaid sponsorship.

(4) Competitive business conditions and the small business issuer's competitive position in the industry and methods of competition;

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Competition

In the United States, the market is dominated GOGO Inc. (formally Aircell). GOGO’s system connects passenger devices via Wi-Fi, having implemented an exclusive terrestrial wireless network across the United States for transmission off the aircraft. As of June 30, 2019, GOGO had 3,143 airliners, the majority of equipped aircraft being United, American and Delta Airlines. GOGO also has 5,527domestic business jets connected to its system.

A further 5,043 aircraft are equipped with the Aircell (division of GOGO) Iridium satellite telephone systems. These are legacy satellite systems and GOGO Biz Services cannot be delivered by Iridium. Several BizjetMobile customers are connected via the Aircell Iridium systems.

Internationally, major Wi-Fi industry players dominate the inflight Wi-Fi airlines business. They are Panasonic (which recently announced a marketing agreement with INMARSAT), GOGO Inc., GEE, Thales, VIASAT and INMARSAT.

Panasonic, GEE, Thales and GOGO Inc. are resellers of satellite services, whereas VIASAT and INMARSAT are satellite owner-operators. The primary market for all four vendors is predominantly Tier 1 airlines and national flag carriers. These airlines provide business travellers with an adequate level of Internet connectivity at a cost per flight similar to the daily rate of many 5-star hotels. In the many cases, first and business class passengers receive this service free of charge.

Equipment, installation and certification costs on Wi-Fi platforms are substantial and where possible, most airlines will exercise the option to have it factory installed on new aircraft. Approximately 25% of the world’s airlines are currently equipped with inflight Wi-Fi, the majority of which are either in the U.S.A or are long haul wide body Boeing and Airbus aircraft. Recent forecasts suggest that half of the world’s airlines will be fully equipped by 2025.

The challenge for the Company to compete, is to target the remaining market and create a platform and business model that eliminates the financial risk, generates new revenue, enhances the passenger experience, and removes the high operational/user costs associated with heavy and expensive Wi-Fi platforms.

The Company meets these challenges with a platform that is 95% lighter and cheaper and controlled by a proprietary gateway protocol that is up to 90% more efficient in delivering today’s mobile App-based communications. This creates the ability to deliver a sponsored free texting service and generate new revenue from multiple inflight e-commerce opportunities. AS-IP’s unique technology targets the Low Cost Airline sector (LCA’s). LCA’s represent approximately 50% of the airline world, flying mainly Boeing B737 and Airbus A320 series aircraft and carry around 2 Billion disconnected leisure passengers.

To deliver Wi-Fi into aircraft, all existing aviation internet providers rely on Geostationary Satellites (GEO’s).  GEO’s orbit 36,000 kilometres above the equator. This creates signal latency up to 10 times greater than a mobile phone network. As a result, internet speed usually ranges between 12-15 Mbps per aircraft which is why there are constant complaints about the level of service.

As on average, only 6% of passengers will pay for inflight Wi-Fi, major airlines are prepared to offer this limited capability to satisfy their frequent and business flyers.  In the majority of cases, the installation and equipment is funded by the Wi-Fi service provider, so the airlines’ financial risk is mitigated.

Industry insiders are suggesting that having 6 companies fighting over the same major airline segment may no longer be viable. Particularly when you take into account that the industry leader GOGO, after 10 years of operation, has yet to make a profit on its airline program.

fflya’s Bluetooth technology leverages of Low Earth Orbit satellites (LEO’s). As LEO’s operate 800 kilometres above the earth, latency is similar to a mobile phone network. While todays Iridium Next LEOs offer far less bandwidth than GEO’s, their low cost and low latency are perfectly suited to connect fflya’s Bluetooth app based technology.

fflya is future proofed as it does not rely on the high cost of broadband or Wi-fi. Therefore future LEO networks such as OneWeb and Elon Musk’s Starlink will expand fflya’s capability even further.

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The Company believes it will be able to compete with other companies in both the business aircraft and commercial airline fields because of our very low equipment costs, unique business model and little or no certification issues unlike Wi-Fi. 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; amortization, engineering, marketing and communication costs

Not applicable.

(6) Dependence on one or a few major customers;

The Company will be dependent on its BizjetMobile agents to market the product to generate income from hardware sales and service fees and its airline marketing partners to secure airline programs. The timing and extent of that marketing will be dependent on the resources and efforts of the Company, its agents and partners.

(7) Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration;

The Company originally acquired the application for an Australian patent and received notification that the International Preliminary Report on Patentability had been established. The Company filed national phase patent applications in Australia, the United States, China and European Union. In January 2010, the Company received the Australian patent.  In January 2012, the Company received the Chinese patent. With the advent of Bluetooth Smart, the technology and the Company's IP has advanced to a point where the patent is no longer relevant. The Company subsequently decided to proceed no further with the patents as the technology is predominately software based and protected by copyright.

(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;

Installation and use of aircraft avionics in aircraft requires prior certification and approval by the Federal Aviation Administration (“FAA”) and equivalent regulatory authorities of foreign governments on each aircraft type and for each airline, although FAA approval is generally globally acceptable.

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 aircraft operator.

The business aircraft system has been designed to be is installed as a Portable Electronic Device and as such little or no certification is required. The Company has a similar launch plan for airlines which will ultimately lead to a lower cost certifiable platform.

Finally, the Company's Android and IOS Apps are based on a Bluetooth network and Bluetooth has been tested and documented as safe for use in aircraft, which simplifies the operator acceptance process.

(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.

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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 is borne directly by customers;

The Company estimates over the last 2 years it has expended $400,000 on research and development, none of which has been borne by the customers.

(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 Financial Officer, as well as contracting marketing and technical services as required.

The Company is not a party to any litigation and management has no knowledge of any threatened or pending litigation against the Company.

Not applicable.

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The Company has authorized capital of 500,000,000 shares of Common Stock, $0.0001 par value, and 50,000,000 shares of preferred stock, $0.0001 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 182,112,766 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 OTCPK. 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.

Not required for a smaller reporting company.

OVERVIEW

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 service and system sales, will be sufficient to meet the Company's operating and capital requirements for approximately 12 months.

RESULTS AND PLAN OF OPERATIONS

The Company had accumulated losses from inception to June 30, 2019 of $12,059,106. Major components of the loss include capital raising costs, consulting and management fees, engineering fees and operations costs. The Company may be required to make significant additional expenditures in connection with the development of the BizjetMobile and fflya programs. The Company's ability to continue its operations is dependent upon its receiving funds through its anticipated sources of financing including capital raisings, borrowings and revenues from operations.

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YEAR ENDED JUNE 30, 2019 COMPARED WITH YEAR ENDED JUNE 30, 2018

The Company received revenue of $81,667 from its BizjetMobile business in the year ended June 30, 2019, compared to $67,807 in the year ended June 30, 2018. Revenue from BizjetMobile service fees decreased from $45,817 to $38,707 and BizjetMobile system sales increased from $21,990 to $42,960 in the years ended June 30, 2018 and June 30, 2019 respectively. The Company’s cost of sales was $30,568 and $16,099 for the years ended June 30, 2019 and June 30, 2018 respectively, comprising of agents’ commissions and system costs. As a result, the Company reported a gross profit of $51,099 in the year ended June 30, 2019, compared to a gross profit of $51,708 in the year ended June 30, 2018.

Operating expenses decreased from $834,630 for the twelve-month period ended June 30, 2018 to $639,419 for the twelve month period ended June 30, 2019 due mainly to decreased amortization, engineering, marketing and communication costs.

The Company recorded a net loss from operations for the twelve month period ended June 30, 2019 of $588,320, compared to a loss of $782,922 for the twelve month period ended June 30, 2018.

Other expenses decreased from $223,946 in the year ended June 30, 2018, to $164,259 in the year ended June 30, 2019, mainly due to decreased loss of impairment, but after increased interest expense.

The Company recorded a net loss for the twelve month period ended June 30, 2019 of $752,579, compared to a loss of $1,006,868 for the twelve month period ended June 30, 2018.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents cash equivalents decreased from $40,457 at June 30, 2018 to $192 at June 30, 2019.

The Company's revenue for the twelve months ended June 30, 2019 was $81,667, compared to $67,807 in the twelve month period to June 30, 2018. Operating costs decreased for the period from July 1, 2017 to June 30, 2018 mainly as a result decreased amortization, engineering, marketing and communication costs.  After increased accounts payables and related party payables, the Company had a net cash outflow of $353,590 from operating activities for the period from July 1, 2018 to June 30, 2019, compared to a net cash outflow from operating activities of $659,039 for the period from July 1, 2017 to June 30, 2018.

The Company had no cash flow from investing activities for the twelve months ended June 30, 2019, and June 30, 2018 respectively.

The cash flow of the Company from financing activities for the twelve months ending June 30, 2019 was from the proceeds from issue of common stock. In the twelve months ended June 30, 2018, financing activities was from issue of convertible notes and issue of common stock.

The Company's business plan is based on developing the BizjetMobile business as well as expansion into the airline business with its fflya program.  This plan may require significant capital from the Company for marketing and technical and product support. 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 borrowings.  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 current revenue is from service fees and system sales generated by BizjetMobile. The fees are based on the revenue from monthly service charges for the provision of connectivity and hardware sales of the Company’s Bluetooth systems.

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The Company has continued development of its technology, which has led to an expanded product range to enable it to market to a broader range of business, airline and government aircraft operators.

With the launch of the airline system, the Company is now focused on securing a launch airline that will create an opportunity to generate revenue from a whole new range of passenger value added services, including commissions on sales from embedded tours and attractions bookings, advertising and additional revenue from enhanced communications. Under the fflya program, an airline will receive the system on a revenue share basis on terms to be agreed. As the equipment cost is a fraction of a Wi-Fi platform, the Company needs minimal commissions to justify the cost of the hardware. The Company believes low cost airlines will be attracted to this business model. fflya data costs are so miniscule that commissions for value-added services allow the airline to offer free messaging.

The Company has invested substantially in research, development and marketing the airline systems, with representations at the major aviation exhibitions.

REVENUE RECOGNITION

The Company recognizes revenue from the sales of goods and services under ASC 606 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. The Company has adopted the modified retrospective method for recording revenue.

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.

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AS-IP TECH, INC.

FINANCIAL STATEMENTS

TABLE OF CONTENTS

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To the Board of Directors and Stockholders of AS-IP Tech, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of AS-IP Tech, Inc. (the “Company”) as of June 30, 2019 and 2018, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended June 30, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2019, in conformity with accounting principles generally accepted in the United States of America.

Going concern uncertainty

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 an accumulated deficit that raise substantial doubt about its 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.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of a Matter

The Company has significant transactions and relationships with related parties, which is described in Note 2 to the financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite conditions of competitive, free market dealings may not exist.

/s/ B F Borgers CPA PC

We have served as the Company’s auditor since 2013.

Lakewood, Colorado

January 21, 2020

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AS-IP TECH, INC.

See Accompanying Notes to Financial Statements.

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AS-IP TECH, INC.

See Accompanying Notes to Financial Statements.

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AS-IP TECH, INC.

See Accompanying Notes to Financial Statements.

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AS-IP TECH, INC.

See Accompanying Notes to Financial Statements.

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AS-IP TECH, INC.

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.

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. The Company’s fiscal year ends June 30.

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 financial statements, the Company has recurring operating losses, limited funds and has accumulated deficits. 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 the BizjetMobile and fflya businesses from the sale of hardware and provision of on-going services. 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 investments with an original maturity of three months or less as cash equivalents.

Accounts Receivable, net

Accounts receivable are recognized at invoiced amounts and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company reviews its allowance for doubtful accounts receivable on an ongoing basis. In establishing the required allowance, management considers any historical losses, the customer’s financial condition, the accounts receivable aging, and the customer’s payment patterns. After all attempts to collect a receivable have failed and the potential for recovery is remote, the receivable is written off against the allowance.

As of June 30, 2019 and 2018, the allowance for doubtful account balances are $0 and $0, respectively. The bad debt expense, including the direct written-off accounts receivables, incurred for the years ended June 30, 2019 and 2018 are $0 and $14,733, respectively.

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AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS

Stock Options

We estimate the fair value of stock option awards on the date of grant using the Black-Scholes-Merton pricing model, which is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, risk free interest rates and expected dividends.

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 provides 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 fair 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.

Intangible Assets

In accordance with ASC 350, “Intangibles - Goodwill and Other”, 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 which is estimated and calculated by discounted cash flow method. 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.

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.

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AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS

At June 30, 2019 the Company had net operating loss carryforwards of $12,059,106 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 $2,632,434 in 2019, compared to an allowance of $2,474,392 in 2018. The change in the valuation allowance for U.S. tax purposes in 2019 and 2018 was $158,042 and $211,442, respectively.

On December 22, 2017, the U.S. Tax Cuts and Jobs Act was enacted. U.S. tax reform introduced many changes, including lowering the U.S. corporate tax rate to 21 percent, changes in incentives, provisions to prevent U.S. base erosion and significant changes in the taxation of international income, including provisions which allow for the repatriation of foreign earnings without U.S. tax. The enactment of U.S. tax reform had no impact on our income taxes for the year ended June 30, 2019.

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.

Earnings (Loss) Per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by FASB, 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.

Revenue recognition

The Company sells its hardware and services through related party agents. Revenue is recognized on an accrual basis as earned under contract or license agreements. Communication services are provided on the basis of non refundable monthly prepayment and revenue is recognized using the output method. In cases where customers negotiate to pay for services over longer periods, the additional prepayment is taken up as deferred revenue and then revenue is recognised over the agreed term. Hardware sales require payment before delivery of the equipment.

F-8

AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS

Deferred revenue

The Company receives payment for services in advance before the subscription service is provided. The company recognizes the revenue as being earned as the services are provided. Deferred revenue of $6,079 and $5,750 was recognized in the 2019 and 2018 years respectively.

Recent Accounting Pronouncements

The company has evaluated the recent accounting pronouncements and believes that none of them have a material effect on the Company’s financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718) which simplifies certain aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. Certain areas of the simplification apply only to non-public entities. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments of the ASU are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company adopted this guidance effective July 1, 2019, and the Company believes the adoption of this standard did not have a significant impact on the Company’s sales.

NOTE 2 - RELATED PARTY TRANSACTIONS

As of June 30, 2019 and 2018, the Company has incurred “related parties payables”, $562,564 and $351,019 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. Interest accrued for the advance in the years ended June 30, 2019 and 2018 was $18,320 and $17,905. The loan and accumulated interest will be repaid from surplus operating cash, when funds are available.

As of June 30, 2019 and 2018, the Company had “due to related parties” of $228,811 which are advances made by related parties to provide operating funds. The “due to related parties” balances are non-interest bearing and unsecured. 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.

As of June 30, 2019 and 2018, the Company had “Accounts receivable -related parties” of $11,963 and $0 due from entities affiliated through common stockholders and directors, which operate as distributors for the Company’s products and services.

In 2016, the Company acquired the BizjetMobile intellectual property from a related party for $450,000. In 2019 and 2018, the Company provided $41,216 and $90,000 respectively for amortization of the value of the intellectual property. In 2018, management re-assessed the net book value of the intellectual property, and as a result, written off $113,832 as a Loss of impairment.

In 2019 and 2018, the Company recorded revenue of $42,960 and $21,990 respectively from entities affiliated through common stockholders and directors for BizjetMobile system sales.

In 2019 and 2018, the Company recorded revenue of $38,707 and $45,817 respectively from entities affiliated through common stockholders and directors for BizjetMobile service fees.

F-9

AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS

In 2019 and 2018, the Company incurred expenses of $93,900 and $96,000 respectively to entities affiliated through common stockholders and directors for management expenses.

In 2019 and 2018, the Company incurred expense of $177,471 and $267,235 to entities affiliated through common stockholders and directors for marketing expenses. This includes fees of $96,000 and $96,000 paid to the President, Ron Chapman in 2019 and 2018.

In 2019 and 2018, the Company incurred expense of $179,637 and $192,000 to entities considered related parties for engineering services.

In 2019 and 2018, the Company incurred expense of $48,700 and $48,000 to entities affiliated through common stockholders and directors for technical service support.

In 2019 and 2018, the Company incurred cost of sales, comprising commissions and hardware costs, of $30,568 and $16,099 to entities affiliated through common stockholders and directors.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

The Company does not have any arrangements to lease premises for its operations. The Company does not have any legal matters outstanding.

NOTE 4 - STOCKHOLDERS' EQUITY

Common stock

The Company has authorized capital of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock, both with a par value $0.0001.

During the year ended June 30, 2018, the Company issued a total of 322,500 shares for $8,062 cash at $0.025 per share.

During the year ended June 30, 2018, the Company issued a total of 3,000,000 shares for $54,000 cash at $0.018 per share.

During the year ended June 30, 2018, the Company issued a total of 250,005 shares in lieu of interest of $9,613 at $0.038 per share.

During the year ended June 30, 2019, the Company issued a total of 5,650,000 shares for $113,000 cash at $0.020 per share.

During the year ended June 30, 2019, the Company issued a total of 9,406,001 shares for $169,308 cash at $0.018 per share.

During the year ended June 30, 2019, the Company issued a total of 338,056 shares for services valued at $7,437 at $0.022 per share.

During the year ended June 30, 2019, the Company issued a total of 300,000 shares for services valued at $5,400 at $0.018 per share.

During the year ended June 30, 2019, the Company issued a total of 1,958,333 shares in lieu of $35,250 interest at $0.018 per share.

F-10

AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS

During the year ended June 30, 2019, the Company issued a total of 2,500,000 shares for $62,500 reduction of related party accounts payable valued at $0.025 per share.

The Company as of June 30, 2019 had 182,112,766 shares issued and outstanding, and 50,000 shares in treasury. Treasury shares are accounted for by the par value method.

Preferred stock

As of June 30, 2019, the Company had 50,000,000 shares of authorized preferred stock, $0.0001 par value, with no shares issued and outstanding.

Subscriptions payable

As of June 30, 2019, the Company has a total of 1,422,389 shares payable to an individual with a net value of $26,186.

Stock Options

During the year ended June 30, 2017, the Company issued stock options to acquire 341,500 shares of the Company’s common stock at a price of $0.10 per share. The term of the options is 5 years from the date of issue. The options were issued in return for capital raising services and the accounts reflect an option cost of $7,360.

NOTE 5 - INTANGIBLE ASSETS

In the year ended June 30, 2016, the Company took up Intangible Assets of $450,000 which represented the termination fee negotiated with the licensee of the Company’s technology. In 2018, management re-assessed the net book value of the intellectual property, and as a result, has written off $113,832 as a Loss of impairment. The Company provided for amortization of $90,000 in the year ended June 30, 2018 and $41,215 in the year ended June 30, 2019 on the basis that the technology has a useful life of 5 years.

F-11

AS-IP TECH, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 6 - LOANS

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

1. The Company has an unsecured loan from a third party with balance outstanding at June 30, 2019 of $30,170 (June 30, 2018 $38,281). Interest is calculated at a rate of 20% per annum with interest of $7,440 and $8,409 taken up in the years ended June 30, 2019 and 2018 respectively. The Company is making principal and interest payments for the loan of $1,250 per month.

2. The Company has outstanding unsecured loans totalling $70,295 from shareholders at June 30, 2019 and 2018. 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 June 30, 2019 and 2018, the Company had accumulated interest on the loans of $8,425 and $3,338 calculated at the Company’s prevailing share price. The interest will be converted, in due course, by the issue of shares of common stock.

3. In 2018, the Company issued Convertible Notes which totalled $607,500 at June 30, 2019, to fund production of its fflya systems. Two issues were made 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 $270,000 is to finance a further 11 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 on terms to be agreed, based on the net revenue received once the systems commence operation,. To date, no systems have been installed and no royalties have been paid. None of the Notes have been converted to shares to date.

NOTE 7 - SIGNIFICANT SUBSEQUENT EVENTS

Since June 30, 2019, the Company has continued to raise capital to fund its operations through the sale of shares, and has received a total of $222,000 up to the date of this report.

F-12

None

(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 President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our President and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(C) and under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of June 30, 2019.

Based on this evaluation, the President and Chief Financial Officer concluded that our disclosure controls and procedures are not 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, 2019, management performed, with the participation of our President and Chief Financial Officer, 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 President and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on the evaluation, our President and Chief Financial Officer concluded that, our disclosure controls and procedures over financial reporting as of June 30, 2019, were not effective due to material weaknesses resulting from our failure to 1) accurately calculate, account, monitor and review accounts resulting in late adjustment of revenue, expenses and accounts receivable; 2) segregate presentation of related-party transactions; 3) implement and monitor specific cut off procedures; 4) valuate and account for stock issuances based on market price.

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. 

10

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, 2019. 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 (COSO 2013). Based on the results of this assessment and on those criteria the Company concluded that the internal controls over financial reporting as of June 30, 2019 were not effective.

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

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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, 86, 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, 67, 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, 74, 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, 67, has been a director of the Company since its inception. 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 AS-IP Tech, Inc. since inception. Mr. Shiels received a Bachelor of Business (Accountancy) Degree from the RMIT University in 1976 and has been a Member of Chartered Accountants Australia & New Zealand since 1978.

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.

12

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 2018 and 2019. 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, 2019:

SUMMARY COMPENSATION TABLE

(1)  Officers management fee.

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.

13

(1)  Assumes 182,112,766 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. holds 450,000 shares and 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 9,631,755 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 1,940,000 shares.

(4)  Philip A. Shiels, 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 3,198,522 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 7,000,000 shares.

(5)  Richard Lukso, Chairman and a director of the Company, holds 1,140,000 shares directly and is the beneficial owner of 1,000,000 shares held by the Lukso Family Trust DTD 4/29/97.

(6)  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.

(7)  David and Beverly Chalmers are trustees of the Broben Superannuation Fund which holds 10,039,613 shares.

(8)  Reginald Edward Gleeson is a trustee of Regsher Pty. Ltd. Superannuation Fund which owns 12,788,471 shares.

14

Ron Chapman, Graham Chappell, and Philip Shiels are directors of the Company and directors of the Company's former subsidiary ASiQ Pty. Ltd. ("ASiQ").

ASiQ provides technical support for the Company’s business jet program, and in the year ended June 30, 2019, received a monthly retainer plus outgoings.

Chapman International Pty. Ltd., of which Ron Chapman is a director and shareholder, was paid marketing and engineering service fees during the year ended June 30, 2019.

Shiels and Co., of which Philip Shiels is the principal, was paid management fees during the year ended June 30, 2019.

BizjetMobile LLC, the North and South American agent for BizjetMobile services and systems, is 50% owned by ASiQ.

The owner of Chapman Reid, the European and Middle East agent for BizjetMobile services and systems, is related to Ron Chapman.

Since June 30, 2017, the Company entered into a license agreement with ASiQ, under which the Company granted ASiQ the right to develop, manufacture, market and commercialize the Company’s intellectual property for global military and government applications.

AUDIT FEES

Audit fees paid to B F Borgers in the fiscal year ended June 30, 2018 and June 30, 2019 were $15,000 and $15,000 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 2018 and 2019.

TAX FEES

No fees have been paid for income tax return preparation.

ALL OTHER FEES

There were no other fees filled for services.

(a) Exhibits

15

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.

Dated: January 21, 2020

By:  /s/ Ronald J. Chapman

President

By:  /s/ Philip A. Shiels

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.

16