Annual Statements Open main menu

AS-IP TECH INC - Quarter Report: 2022 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2022

or

 

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

For the transition period from ____ to _____

 

Commission file number 000-27881

 

AS-IP TECH, INC.

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

 

Delaware

52-2101695

(State or other jurisdiction of

(IRS Employer Identification No.)

incorporation or organization)

 

 

1/15 Castles Drive

Torquay, Victoria, 3228, Australia

(Address of principal executive officers)

 

+1 424-888-2212

(Issuer’s telephone number)

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes No

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


1


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

 

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

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of February 13, 2023, there were 283,252,495 outstanding shares of the issuer’s Common Stock, $0.0001 par value.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


2


 

AS-IP TECH, INC.

 

FORM 10-Q

 

FOR THE QUARTER ENDED DECEMBER 31, 2022

 

PART I. FINANCIAL INFORMATION

4

ITEM 1. FINANCIAL STATEMENTS

4

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

12

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

13

ITEM 4. CONTROLS AND PROCEDURES

13

PART II. OTHER INFORMATION

14

ITEM 1. LEGAL PROCEEDINGS

14

ITEM 1A. RISK FACTORS

14

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

14

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

14

ITEM 4. MINE SAFETY DISCLOSURES

14

ITEM 5. OTHER INFORMATION

14

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

15

SIGNATURES

16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


3


 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

AS-IP TECH, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

 

December 31,

2022

 

June 30,

2022

 

(unaudited)

 

(audited)

ASSETS

 

 

 

Current Assets

 

 

 

Cash

$

17,380

 

$

108,098

Prepaid expenses

 

25,000

 

 

25,000

Total current assets

 

42,380

 

 

133,098

 

 

 

 

 

 

Total assets

$

42,380

 

$

133,098

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable and accrued expenses

$

19,989

 

$

5,723

Related party payables

 

862,964

 

 

484,938

Loans

 

84,250

 

 

77,727

Due to related parties

 

0

 

 

228,811

Subscription for capital

 

32,167

 

 

1,196

Total current liabilities

 

999,370

 

 

798,395

 

 

 

 

 

 

Non-Current Liabilities

 

 

 

 

 

Convertible notes, net of discount

$

1,014,791

 

$

918,959

Convertible notes, related parties, net of discount

 

625,000

 

 

587,500

Total non-current liabilities

 

1,639,791

 

 

1,506,459

 

 

 

 

 

 

Total liabilities

 

2,639,161

 

 

2,304,854

 

 

 

 

 

 

Commitment and contingencies (Note 3)

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

Preferred stock $0.0001 par value;

 50,000,000 shares authorized;

 none issued and outstanding

 

-

 

 

-

Common stock, $0.0001 par value, 500,000,000

 authorized, and 280,208,353 and 278,697,573 were issued

 and outstanding as of Dec. 31, 2022 and June 30, 2022,

 respectively

 

28,019

 

 

27,870

Additional paid-in capital

 

14,249,087

 

 

14,152,124

Treasury stock - par value (50,000 shares)

 

(5)

 

 

(5)

Accumulated deficit

 

(16,873,882)

 

 

(16,351,745)

Total stockholders’ deficit

 

(2,596,781)

 

 

(2,171,756)

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

$

42,380

 

$

133,098

 

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


4


 

AS-IP TECH, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

Three Months Ended

December 31,

 

Six Months Ended

December 31,

2022

 

2021

 

2022

 

2021

Revenue

 

 

 

 

 

 

 

BizjetMobile commission

$

29,982

 

$

-

 

$

53,876

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

148,770

 

 

393,990

 

 

321,922

 

 

527,469

Selling expenses

 

57,000

 

 

100,688

 

 

114,905

 

 

170,516

Total operating expenses

 

205,770

 

 

494,678

 

 

436,827

 

 

697,985

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(175,788)

 

 

(494,678)

 

 

(382,951)

 

 

(697,985)

 

 

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

Interest

 

52,934

 

 

193,109

 

 

103,481

 

 

258,507

Interest - related party

 

21,863

 

 

21,669

 

 

43,676

 

 

43,291

Capital raising costs

 

-

 

 

30,375

 

 

-

 

 

30,375

Total other expense

 

74,797

 

 

245,153

 

 

147,157

 

 

332,173

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(250,585)

 

$

(739,831)

 

$

(530,108)

 

$

(1,030,158)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - (basic and diluted)

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common

shares outstanding - (basic and diluted)

 

279,473,960

 

 

261,548,271

 

 

279,252,538

 

 

258,349,083

 

 

 

 

 

 

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


5


AS-IP TECH, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

 

Common Stock

 

 

 

 

Shares

Amount

Paid-In

Capital

Treasury

Stock

Accumulated

Deficit

Stockholders’

Equity

 

 

($)

($)

($)

($)

($)

Balance, June 30, 2021

255,149,894

25,515

12,852,362

(5)

(14,195,118)

(1,317,246)

Adoption of ASU2020-06

-

-

-

-

(1,003,630)

(1,003,630)

Net loss for the period

-

-

-

-

(290,327)

(290,327)

Balance, September 30, 2021

255,149,894

25,515

12,852,362

(5)

(15,489,075)

(2,611,203)

Issue of shares for cash

4,846,726

485

484,188

-

-

484,673

Issue of shares in lieu of interest

2,478,537

248

335,854

-

-

336,102

Issue of shares for services

225,000

23

30,353

-

-

30,376

Issue of shares for services, related party

150,000

15

20,985

-

-

21,000

Issue of shares in lieu of directors fees

1,428,000

143

199,777

-

-

199,920

Net loss for the period

-

-

-

-

(739,831)

(739,831)

Balance, December 31, 2021

264,278,157

26,429

13,923,519

(5)

(16,228,906)

(2,278,963)

 

 

 

 

 

 

 

Balance, June 30, 2022

278,697,573

27,870

14,152,124

(5)

(16,351,745)

(2,171,756)

Accounts payable adjustment

-

-

-

-

7,971

7,971

Issue of shares for cash

487,080

49

45,878

-

-

45,927

Net loss for the period

-

-

-

-

(279,523)

(279,523)

Balance, September 30, 2022

279,184,653

27,919

14,198,002

(5)

(16,623,297)

(2,397,381)

Issue of shares for cash

1,023,700

100

51,085

-

-

51,185

Net loss for the period

-

-

-

-

(250,585)

(250,585)

Balance, December 31, 2022

280,208,353

28,019

14,249,087

(5)

(16,873,882)

(2,596,781)

 

 

 

 

 

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


6


AS-IP TECH, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

Six Months Ended

December 31,

2022

 

2021

 

 

 

 

Cash flows from operating activities:

 

 

 

Net loss

$

(530,108)

 

$

(1,030,158)

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

 

 

 

 

 

Changes in operating assets and liabilities

 

 

 

 

 

Issuance of common stock for directors fees

 

-

 

 

199,920

Issuance of common stock for services

 

-

 

 

30,375

Issuance of common stock for services, related parties

 

-

 

 

21,000

Increase (Decrease) in accounts payable

 

22,237

 

 

(97)

Increase (Decrease) in related party payables

 

149,215

 

 

(20,016)

Increase (Decrease) in related party accrued interest

 

37,500

 

 

37,500

Increase in accrued interest

 

102,355

 

 

78,586

Increase in prepaid expenses

 

-

 

 

(125,856)

Net cash used in operating activities

 

(218,801)

 

 

(808,746)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Net cash used by investing activities

 

-

 

 

-

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from loans

 

-

 

 

16,920

Shares issued in lieu of interest

 

-

 

 

307,482

Proceeds from issuance of common stock

 

97,112

 

 

484,673

Funds received pending issuance of common stock

 

30,971

 

 

192,640

Net cash provided by financing activities

 

128,083

 

 

1,001,715

 

 

 

 

 

 

Net Increase/(Decrease) in cash

 

(90,718)

 

 

192,969

Cash, beginning of period

 

108,098

 

 

157,601

Cash, end of period

$

17,380

 

$

350,570

 

 

 

 

 

 

Supplemental schedule of non-cash activities:

 

 

 

 

 

Cash paid for interest

$

563

 

$

6,745

Common stock paid for interest payable

$

-

 

$

336,102

 

 

 

 

 

 

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


7


 

AS-IP TECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022

(UNAUDITED)

 

Note 1. Organization, Business and Summary of Significant Accounting Policies

 

Organization and Description of Business

AS-IP Tech, Inc. (the “Company”) was formed on April 29, 1998 as a Delaware corporation.

 

The Company’s technology comprises two product lines called BizjetMobile and fflya. The products deliver inflight connectivity for business aviation and commercial airlines respectively. The Company receives revenue share from sales by distributors of products and serviced developed from its intellectual property.

 

Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The Company has early adopted ASU2020-06 on its twelve months ended June 30, 2022 unaudited interim condensed financial statements (See Convertible Financial Instruments and New Accounting Pronouncements). Operating results for the six months ended December 31, 2022 are not necessarily indicative of the results that may be expected for the year ending June 30, 2023. Notes to the unaudited interim condensed financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2022 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended June 30, 2022 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on October 12, 2022.

 

The functional currency of the Company is the United States dollar. The unaudited condensed 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, 2022.

 

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 collectability of accounts receivables, 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.

 

New Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope


8


exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature (“CCF”) and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has chosen to early adopt this standard on its year ended June 30, 2022 financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.

 

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

 

Note 2. Going Concern

 

The accompanying unaudited condensed 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 raised substantial doubt about the Company’s ability to continue as a going concern.

 

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 for the next twelve months after these financial statements are issued. 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 December 31, 2022 and June 30, 2022, the Company has recorded as “related party payables”, $862,964 and $484,938, respectively. A component of the payables is 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 ended December 31, 2022 and December 31, 2021, the Company recorded Interest - related party of $3,113 and $2,919 respectively. In the six months ended December 31, 2022 and December 31, 2021, the Company recorded Interest - related party of $6,176 and $5,791 respectively. The increase of “Related party payables” at December 31, 2022 is due to the transfer of an amount of $228,811, previously categorised as “Due to related parties” to “Related party payables”. As a result, as at December 31, 2022 and June 30, 2022 respectively, the Company had “Due to related parties” of $0 and $228,811.

 

In the three months ended December 31, 2022 and December 31, 2021 respectively, the Company recorded commission revenue of $29,982 and $0 from the BizjetMobile licensee, an entity affiliated through common stockholders and directors. In the six months ended December 31, 2022 and December 31, 2021 respectively, the Company recorded commission revenue of $53,876 and $0 from the BizjetMobile licensee.

 

In the three months ended December 31, 2022 and December 31, 2021 respectively, the Company incurred expenses of approximately $24,000 and $24,000 respectively to entities affiliated through common stockholders and directors for management expenses. In the six months ended December 31, 2022 and December 31, 2021 respectively, the Company incurred expenses of approximately $48,000 and $48,000 respectively to entities affiliated through common stockholders and directors for management expenses.

 

In the three months ended December 31, 2022 and December 31, 2021 respectively, the Company incurred marketing expense of $57,000 and $89,786 to entities affiliated through common stockholders and directors. In the


9


six months ended December 31, 2022 and December 31, 2021 respectively, the Company incurred marketing expense of $114,000 and $149,614 to entities affiliated through common stockholders and directors.

 

In the three months ended December 31, 2022 and December 31, 2021 respectively, the Company incurred expense of $45,000 and $30,000 to entities affiliated through common stockholders and directors for program service support. In the six months ended December 31, 2022 and December 31, 2021 respectively, the Company incurred expense of $100,000 and $54,000 to entities affiliated through common stockholders and directors for program service support.

 

In the three months ended December 31, 2022 and December 31, 2021 respectively, the Company incurred engineering service costs of $40,030 and $44,342 to entities affiliated through common stockholders, on normal commercial terms in the course of the Company’s normal business. In the six months ended December 31, 2022 and December 31, 2021 respectively, the Company incurred engineering service costs of $81,950 and $89,301 to entities affiliated through common stockholders, on commercial terms in the course of the Company’s normal business.

 

Note 4. Stockholders’ Deficit

 

As of December 31, 2022, the Company had 500,000,000 shares of authorized common stock, $0.0001 par value, with 280,208,353 shares issued and outstanding, and 50,000 shares in treasury. Treasury shares are accounted for by the par value method.

 

As of December 31, 2022, the Company had 50,000,000 shares of authorized preferred stock, $0.0001 par value, with no shares issued and outstanding.

 

During the six month period ended December 31, 2022, the Company received subscriptions for capital of $128,083, and together with the subscriptions for capital outstanding as of June 30, 2022 of $1,196, has issued 209,280 shares of common stock at $0.10 per share, 277,800 shares of common stock at $0.09 per share, 1,023,700 shares of common stock at $0.05 per share, and will issue a further 643,740 shares of common stock at $0.05 per share from the Subscriptions for capital account.

 

Note 5. Loans

 

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

 

Unsecured loans

 

The Company has an unsecured loan from a third party with balance outstanding at December 31, 2022 of $40,417 (June 30, 2022 $36,601). Interest is calculated at a rate of 20% per annum with interest of $1,955 and $1,604 taken up in the three months ended December 31, 2022 and 2021 respectively and $3,816 and $3,130 in the six months ended December 31, 2022 and 2021 respectively. The Company makes principal and interest payments for the loan when funds are available.

 

The Company has an outstanding unsecured loan from a shareholder totalling $11,583 at December 31, 2022 and $10,000 at June 30, 2022. The terms of the loan provides that if it is not repaid by the loan anniversary (December 31 each year), the Company will issue 33,334 shares of common stock in lieu of interest. Interest of $1,583 and $2,250 was taken up in the six months ended December 31, 2022 and 2021 based on the share price on balance dates.

 

Convertible notes

 

The Company has convertible notes totalling $1,672,041 and $1,537,585 as of December 31, 2022, and June 30, 2022 respectively. The holders of the convertible notes have the right of conversion from the date of issuance.

 


10


 

Convertible notes outstanding as of December 31, 2022 and June 30, 2022 are summarized below:

 

Details

Maturity

Date

Balance at

Dec. 31,

2022

Balance at

June 30,

2022

20% Convertible Notes totalling $337,500 plus accrued interest

Dec. 31,2023

$728,045

$659,293

20% Convertible Notes totalling $22,500 plus accrued interest

At call

32,252

31,126

20% Convertible Notes totalling $200,000 plus accrued interest

Dec. 31,2023

286,744

259,666

20% Related Party Convertible Notes totalling $375,000 plus accrued interest

Dec. 31,2023

525,000

487,500

0% Convertible Notes totalling $100,000

Dec. 31,2023

100,000

100,000

Total convertible notes

 

1,672,041

1,537,585

 

In 2018, the Company issued Convertible Notes which totalled $607,500, to fund the development of its fflya systems. Two issues were made as follows:

 

The first convertible note for $337,500. Terms of the issue are:

-Interest rate: 20% per annum. 

-Conversion price: $0.03 per share. 

-Maturity date: December 1, 2020, which has now been extended to December 31, 2023, conditional on the holders advancing an additional $200,000 on terms set out under 4 below, and outstanding interest to be compounded. 

 

In July 2021, related party contractors agreed to accept convertible notes totalling $375,000 to reduce the debts they are owed, as follows:

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

-Conversion price: $0.015 per share 

-Maturity date: December 31, 2023 

 

Two convertible notes for $200,000. Terms of the issue are:

-Interest rate: 20% per annum. 

-Conversion price: $0.015 per share. 

-Maturity date: December 1, 2023, and outstanding interest to be compounded. 

 

In June 2022, $100,000 of related party debt was switched to two Convertible Notes, as follows:

-Interest rate: 0% per annum 

-Conversion price: $0.015 per share 

-Maturity date: December 31, 2023 

 

Note 6. Subsequent Events

 

On October 27, 2022 the Company issued a Form 8-K to announce that as noted in the June 30, 2022 10-K, it had renegotiated the terms of arrangements with ASiQ Pty. Ltd., the original developers of the Company’s BizjetMobile technology and the airline version of the technology designated fflya.

 

Subsequent to December 31, 2022, the Company has received cash of $120,000 as Subscription for capital and for which it will issue 2,400,000 shares of common stock at $0.05 per share.

 

 

 

 

 

 


11


 

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 Company’s Form 10-K for the fiscal year ended June 30, 2022.

 

OVERVIEW

 

The Company’s inflight connectivity technology is targeted at two distinct markets. BizjetMobile and CrewX are designed for business jets and has been sold in North America, Europe and the Middle East. The Company’s fflya system is designed for, and marketed to, low-cost airlines in Europe and Asia. Further details of BizjetMobile and fflya are included in the Form10-K for the year ended June 30, 2022.

 

As noted above, the Company’s arrangements in regard to BizjetMobile have been re-negotiated and as a result, revenue has re-commenced in the six months ended December 31, 2022.

 

The Company has continued investing in the development and marketing of the airline versions of its fflya and CrewX technology. As previously noted, the Company has secured its launch fleet, Wizz Air Hungary Airlines Limited, to provide its fflya system for 19 of its United Kingdom based A320 and A321 aircraft for a minimum three years under a previously agreed revenue sharing arrangement.

 

RESULTS OF OPERATIONS

 

THREE MONTHS ENDED DECEMBER 31, 2022 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2021

 

In the three months period ended December 31, 2022, the Company recorded revenue of $29,982, compared to revenue of $0 in the corresponding three-month period ended December 31, 2021, from commissions under the new license arrangements with ASiQ Pty. Ltd.

 

The Company incurred operating costs of $205,770 in the three months ended December 31, 2022 and $494,678 in the three months ended December 31, 2021. Main components are engineering, installation, technical support and marketing expenses. In the three months ended December 31, 2022, the Company recorded an Operating Loss of $175,788 compared to an Operating Loss of $494,678 in the three months ended December 31, 2021.

 

The development and marketing costs have been funded in part through interest bearing convertible notes. As a result, the Company’s Other Expenses, included interest of $74,797 in the three months ended December 31, 2022, compared to interest cost of $214,778 in the three months ended December 31, 2021. The decreased expense was a result of some of the convertible notes being replaced with shares of the Company’s common stock, effective June 30, 2022. After interest costs, the Company recorded a Net Losses of $250,585 and $739,831 in the three months ended December 31, 2022 and 2021 respectively.


12


 

SIX MONTHS ENDED DECEMBER 31, 2022 COMPARED TO SIX MONTHS ENDED DECEMBER 31, 2021

 

In the six months period ended December 31, 2022, the Company recorded revenue of $53,876, compared to revenue of $0 in the corresponding six-month period ended December 31, 2021, as the Company received the first commissions under the new license arrangements with ASiQ Pty. Ltd.

 

The Company incurred operating costs of $436,827 in the six months ended December 31, 2022 and $697,985 in the six months ended December 31, 2021. Main components are engineering, installation, technical support and marketing expenses. In the six months ended December 31, 2022, the Company recorded an Operating Loss of $382,951 compared to an Operating Loss of $697,985 in the six months ended December 31, 2021.

 

The development and marketing costs have been funded in part through interest bearing convertible notes. As a result, the Company’s Other Expenses, included interest of $147,157 in the six months ended December 31, 2022, compared to interest cost of $301,798 in the six months ended December 31, 2021. The decreased expense was a result of some of the convertible notes being replaced with shares of the Company’s common stock, effective June 30, 2022. After interest costs, the Company recorded a Net Losses of $530,108 and $1,030,158 in the six months ended December 31, 2022 and 2021 respectively.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company’s primary sources of liquidity are cash received from issue of common stock and accounts payable for expenses incurred with related parties. Without the continuation of these sources of funding, as stated in Note 2 above, the Company’s ability to continue as a going concern is in substantial doubt. This will continue until the company is able to generate sufficient cash flow from its operations.

 

The cash and cash equivalents balance was $17,380 at December 31, 2022. The Company reported revenue of $53,876 in the six months ended December 31, 2022 compared to $0 in the six month period ended December 31, 2021 as a result of revenue from BizjetMobile re-commencing. The Company incurred a loss of $530,108  from operating activities for the six months to December 31, 2022, compared to a loss of $1,030,158 from operating activities for the six months to December 31, 2021. Net cash used in operating activities for the six months ended December 31, 2022 was $218,801 compared to $808,746 during the six months ended December 31, 2021. Operating cash requirement in the six months ended December 31, 2022 decreased mainly through higher related party payables and decreased directors fees and prepaid expenses.

 

The cash flow of the Company from financing activities for the six months ended December 31, 2022 was $128,083 as a result of funds received for issuance of common stock. In the six months ended December 31, 2021, the cash flow from financing activities was $1,001,715 mainly from funds received for issuance of common stock and shares issued in lieu of interest.

 

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 and hence its ability to continue as a going concern.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of disclosure controls and procedures.

 

Our management, including the Company’s 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


13


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, 2021 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 December 31, 2022. Based on that evaluation, our management concluded that no change occurred in the Company’s internal controls over financial reporting during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

 

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

 

During the three months ended December 31, 2022, the Company issued 1,023,700 shares of common stock valued at $51,585 for cash that were not registered under the Securities Act of 1933. The offer, sale and issuance of these securities was made in reliance upon the exemption from the registration requirements of the Securities Act provided for by Section 4(2) thereof for transactions not involving a public offering. Appropriate legends have been affixed to the securities issued in these transactions. The purchasers of the securities had adequate access, through business or other relationships, to information about the Company. The proceeds from the share sales have been used for the Company’s airline program and operating costs.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None

 

ITEM 5. OTHER INFORMATION

 

None


14


 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

(a) Exhibits:

 

Exhibit No.

 

Description

 

 

 

31.1

 

Certification of the President under Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002)

31.2

 

Certification of the Chief Financial Officer under Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002)

32.1

 

Certification Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

32.2

 

Certification Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

 

(b) Reports on Form 8-K was filed in the quarter ended December 31, 2022:

 

On 27 October 27, 2022, the Company filed a Form 8-K as follows:

 

The Company has been renegotiating it’s arrangements with ASiQ Pty. Ltd. (“ASiQ”), the original developers of the Company’s BizjetMobile technology, who have developed the airline version of the technology, designated “fflya”. On October 24, 2022, AS-IP Tech, Inc. (ASIP) signed a new License Agreement with ASiQ, the terms of which are:

 

1.The Company appointed ASiQ to develop, manufacture and support the Company for the fflya program including development of customized hardware and software, on commercial terms acceptable to the Company and ASiQ.  

 

2.The Company will pay all costs incurred by ASiQ and its technical team on behalf of the Company, relevant to the fflya program. 

 

3.ASiQ agreed to secure the services of Mr Ron Chapman, together with his technical and marketing teams, for the future development and commercialization of fflya. 

 

4.The Company granted ASiQ the exclusive right to develop, manufacture and commercialize BizjetMobile, and ASiQ agreed to pay the Company a 20% commission based on the published wholesale price of BizjetMobile systems. For any other products created from the Company’s intellectual property, the Company will receive a commission based on the net revenue received by ASiQ. 

 

5.Should the Company be restructured, sold or its business assigned, then the BizjetMobile and non-airline products created, developed and distributed by ASIQ, will remain the sole unencumbered property of ASiQ and this Agreement will be terminated. 

 

 

 

 

 

 


15


 

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.

 

SIGNATURES:

TITLE

DATE

 

 

 

By:  /s/ Ronald J. Chapman

Director

February 13, 2023

Ronald J. Chapman

 

 

 

 

 

 

 

 

By:  /s/ Philip A. Shiels

Director

February 13, 2023

Philip A. Shiels

 

 

 

 

 

 

 

 

By:  /s/ Graham O. Chappell

Director

February 13, 2023

Graham O. Chappell

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


16