Washington, D.C. 20549
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant 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 [X]
Indicate by check mark if there is no disclosure of delinquent files in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of December 31, 2016, the aggregate market value of shares held by non-affiliates (based on the closing price of $0.035 on that date) was approximately $3,966,051.
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
ITEM 1. DESCRIPTION OF BUSINESS.
(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 $.0001 per share (the "Common Stock") and 50,000,000 shares of preferred stock, par value $.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 Companys telephone number is +1 424-888-2212.
(1) Principal products or services and their markets;
The Companys 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 that commence commercial operation in H1 2018.
The Company has completed 70 BizjetMobile installations to date, operating across Asia Pacific, the Americas, Europe and the Middle East, including recently commissioned fleet operators Jetfly in Europe and Emergency Airlift in the USA.
BizjetMobiles 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.
fflyas 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;
Until October 31, 2015, the Company had contracted ASiQ Ltd, a related party, to exclusively develop and commercialize the Companys intellectual property.
Effective November 1, 2015, ASiQs contract was terminated by mutual agreement, and the Company assumed control of the development, marketing and maintenance for the BizjetMobile and fflya products and services.
The Company subsequently appointed BizjetMobile agents for the Americas, Europe and Asia Pacific who will represent the Company on a commission basis.
(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 Companys 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 airlines 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 doesnt 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;
In the United States, the market is dominated GOGO Inc. (formally Aircell). GOGOs 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, 2017, GOGO had 2,872 airliners, the majority of equipped aircraft being United, American and Delta Airlines. GOGO also has 4,453 domestic business jets connected to its system.
A further 5,464 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, four major Wi-Fi industry players dominate the inflight Wi-Fi airlines business. They are Panasonic, GOGO Inc., VIASAT and INMARSAT.
Panasonic 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 worlds 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 worlds airlines will be fully equipped by 2022.
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 todays mobile App-based communications.
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;
(6) Dependence on one or a few major customers;
The Company will be dependent on its agents to market the product to generate income from hardware sales and service fees. The timing and extent of that marketing will be dependent on the resources and efforts of its agents.
(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.
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
(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 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.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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 license sales, will be sufficient to meet the Company's operating and capital requirements for approximately 12 months.
In November 1, 2015, the Company has assumed total responsibility for the BizjetMobile business and has engaged agents and contractors in order to enable continuation of the service and to expand the service. In addition, the Company has funded the development of the airline system.
RESULTS AND PLAN OF OPERATIONS
The Company had accumulated losses from inception to June 30, 2017 of $10,299,659. 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.
YEAR ENDED JUNE 30, 2017 COMPARED WITH YEAR ENDED JUNE 30, 2016
The Company received revenue of $170,648 from its BizjetMobile business in the year ending June 30, 2017, compared to $164,438 in the year ended June 30, 2016. Revenue from BizjetMobile service fees increased from $83,200 to $94,679 and BizjetMobile system sales decreased from $79,999 to $75,969 in the years ended June 30, 2016 and June 30, 2017 respectively. The changes reflect the Companys modified revenue model, under which the selling price of systems was reduced, resulting in increased service fees. The Companys cost of sales was $60,711 and $60,820 for the years ended June 30, 2017 and June 30, 2016 respectively, comprising mainly of agents commissions. As a result, the Company reported a gross profit of $109,937 in the year ended June 30, 2017, compared to a gross profit of $103,618 in the year ended June 30, 2016.
Operating expenses increased from $379,416 for the twelve-month period ending June 30, 2016 to $787,423 for the twelve month period ending June 30, 2017 due mainly to increased marketing associated with the Companys fflya program and engineering support services.
Other expenses increased from $57,975 in the year ended June 30, 2016, to $195,480 in the year ended June 30, 2017, mainly due to increased capital raising fees.
The Company recorded a net loss for the twelve month period ending June 30, 2017 of $872,966, compared to a loss of $$333,773 for the twelve month period ending June 30, 2016.
There was no foreign currency translation gain or loss for the year ended June 30, 2016 or for the year ended June 30, 2017.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents cash equivalents decreased from $64,292 at June 30, 2016 to $56,569 at June 30, 2017 after increased operating costs which have been met with capital raisings and loans.
The Company's revenue for the twelve months ending June 30, 2017 was $170,648, compared to $164,438 in the twelve month period to June 30, 2016. Operating costs increased for the period from July 1, 2016 to June 30, 2017 as a result higher marketing, engineering support services and capital raising costs. As a result, the Company had a net loss of $872,966 from operating activities for the period from July 1, 2016 to June 30, 2017, compared to a loss from operating activities of $333,773 for the period from July 1, 2015 to June 30, 2016.
The Company had no cash flow from investing activities for the twelve months ending June 30, 2017, and June 30, 2016 respectively.
The cash flow of the Company from financing activities for the twelve months ending June 30, 2017 was from the proceeds from issue of common stock and increased loan facilities. Similarly, in the twelve months ending June 30, 2016 financing activities was from issue of common stock and increased loan facilities.
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.
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 Companys 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 Companys Bluetooth systems. The customer base for business jets has continued to grow with the signing of the first fleet contracts in Europe and America and while modest at this stage, the revenue from on-going service fees has grown as the new fleets commenced operation.
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 commencing with, a soft launch at the annual APEX airline Expo in November 2016, followed by the Asian Aviation Low Cost Carrier show in February 2017. The hard launch of the airline program was scheduled for the Low Cost Airline show in London September 2017.
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts.
The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
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.
See Accompanying Notes to Financial Statements.
See Accompanying Notes to Financial Statements.
See Accompanying Notes to Financial Statements.
See Accompanying Notes to Financial Statements.
NOTES TO FINANCIAL STATEMENTS
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 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 consolidated financial statements, the Company has a limited operating history and limited funds and has an accumulated deficit of $10,299,659 at June 30, 2017. 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.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. At certain times, cash in bank may exceed the amount covered by FDIC insurance. At June 30, 2017 and 2016 there were deposit balances in a United States bank of $56,569 and $64,292 respectively.
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.
At June 30, 2017 the Company had net operating loss carryforwards of $9,699,812 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 $2,263,324 in 2017, compared to an allowance of $2,056,824 in 2016. The change in the valuation allowance for U.S. tax purposes in 2017 and 2016 was $206,500 and $41,473, respectively.
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.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
Per Share Data
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share". Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Revenue is recognized on an accrual basis as earned under contract or license agreements. License fees are taken up in the period they become due. Revenue from ongoing license fees is recognized on an accrual basis in the period it is earned and invoiced.
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 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing 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 entitys 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.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
All of the Companys financial instruments are level one and are carried at market 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.
Products and services, and geographic areas
Company sales will be derived from hardware sales and on-going service fees as well as other revenue sources that might be developed from the Company's technology.
During the year ended June 30, 2017, the Company issued stock options to acquire 341,500 shares of the Companys 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.
Recent Accounting Pronouncements
The company has evaluated the recent accounting pronouncements through ASU 2013-09 and believes that none of them have a material effect on the Companys financial statements.
In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
Goodwill, Trademarks and Other Intangible Assets
In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, 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. 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.
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 Companys technology. The Company has provided for amortization of $60,000 in the year ended June 30, 2016 and $90,000 in the year ended June 30, 2017 on the basis that the technology has a useful life of 5 years.
NOTE 2 - RELATED PARTY TRANSACTIONS
As of June 30, 2017 and 2016, the Company has incurred as "related parties payables", $273,717 and $252,761 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 year ended June 30, 2017 was $16,282. The loan and accumulated interest will be repaid from surplus operating cash, when funds are available.
As of June 30, 2017 and 2016, the Company had "due to related parties" of $228,811 which are advances made by related parties to provide capital. 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, 2017 and 2016, the Company had Accounts receivable -related parties of $60,871 and $5,294 due from entities affiliated through common stockholders and directors.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
In 2016, the Company acquired the BizjetMobile intellectual property from a related party for $450,000. In 2017 and 2016, the Company provided $90,000 and $60,000 respectively for amortization of the value of the intellectual property.
In 2016, the Company recorded revenue of $1,239 from entities affiliated through common stockholders and directors for license fees.
In 2017 and 2016, the Company recorded revenue of $75,969 and $79,999 respectively from entities affiliated through common stockholders and directors for BizjetMobile system sales.
In 2017 and 2016, the Company recorded revenue of $94,679 and $83,200 respectively from entities affiliated through common stockholders and directors for BizjetMobile service fees.
In 2017 and 2016, the Company incurred expenses of $75,783 and $60,000 respectively to entities affiliated through common stockholders and directors for management expenses.
In 2017 and 2016, the Company incurred expense of $202,217 and $50,125 to entities affiliated through common stockholders and directors for marketing expenses. This includes fees of $78,000 paid to the President, Ron Chapman in 2017, disclosed elsewhere in this report.
In 2017, the Company re-imbursed expenses totalling $23,050 for trade shows incurred on behalf of the Company by entities affiliated through common stockholders and directors.
In 2017 and 2016, the Company re-imbursed expenses totalling $44,596 and $51,623 for communications and data incurred on behalf of the Company by entities affiliated through common stockholders and directors.
In 2017 and 2016, the Company incurred expense of $14,300 and $34,573 to entities affiliated through common stockholders and directors for engineering services.
In 2017 and 2016, the Company incurred expense of $46,896 and $32,000 to entities affiliated through common stockholders and directors for technical service support.
In 2017, the Company incurred expense of $72,000 to entities affiliated through common stockholders and directors for capital raising fees.
In 2017, the Company incurred a loss on debt settlement of $20,000 to entities affiliated through common stockholders and directors.
In 2017 and 2016, the Company incurred cost of sales, comprising commissions and hardware costs, of $60,711 and $60,820 to entities affiliated through common stockholders and directors.
An entity considered a related party is the European and Middle East representative for BizjetMobile and during the year ended June 30, 2017, received marketing fees totalling $47,817. No fees were paid in 2016.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - LEASE COMMITMENTS
The Company does not have any arrangements to lease premises for its operations.
NOTE 4 - STOCKHOLDERS' EQUITY
The Company as of June 30, 2015 had 500,000,000 shares of authorized common stock, $.0001 par value, with 90,994,704 shares issued and outstanding, and 50,000 shares in treasury. Treasury shares are accounted for by the par value method.
During the year ended June 30, 2016, the Company issued a total of 1,250,000 bonus shares for fund raising valued at $0.021 per share.
During the year ended June 30, 2016, the Company issued a total of 3,190,600 shares for cash valued at $0.015 per share.
During the year ended June 30, 2016, the Company issued a total of 1,763,000 shares for cash valued at $0.016 per share.
During the year ended June 30, 2016, the Company issued a total of 4,806,550 shares for cash valued at $0.02 per share.
During the year ended June 30, 2016, the Company issued a total of 262,500 shares for services valued at $0.015 per share.
During the year ended June 30, 2016, the Company issued a total of 3,124,752 shares for services valued at $0.02 per share.
During the year ended June 30, 2016, the Company issued a total of 24,597,376 shares for reduction of related party accounts payable related to the intangible asset valued at $0.018 per share.
During the year ended June 30, 2016, the Company issued a total of 2,000,000 shares for reduction of related party accounts payable valued at $0.02 per share.
During the year ended June 30, 2017, the Company issued a total of 1,031,867 shares for cash valued at $0.015 per share.
During the year ended June 30, 2017, the Company issued a total of 2,342,500 shares for cash valued at $0.02 per share.
During the year ended June 30, 2017, the Company issued a total of 14,651,357 shares for cash valued at $0.03 per share.
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
During the year ended June 30, 2017, the Company issued a total of 727,855 shares for services valued at $0.05 per share.
During the year ended June 30, 2017, the Company issued a total of 1,333,333 shares to related parties for services valued at $0.05 per share and issued a total of 1,166,667 shares for services to a related-party valued at $0.04 per share.
During the year ended June 30, 2017, the Company issued a total of 1,000,000 shares for services valued at $0.05 per share.
During the year ended June 30, 2017, the Company issued a total of 751,642 shares for services valued at $0.04 per share.
During the year ended June 30, 2017, the Company issued a total of 3,543,167 shares from Subscriptions Payable at a nominal price of $0.0184 per share.
The Company as of June 30, 2017 had 158,387,871 shares issued and outstanding, and 50,000 shares in treasury. Treasury shares are accounted for by the par value method.
As of June 30, 2016, the Company had 50,000,000 shares of authorized preferred stock, $.0001 par value, with no shares issued and outstanding.
As of June 30, 2017, the Company has a total of 1,422,389 shares payable to an individual with a net value of $26,185.
NOTE 5 - BAD DEBTS
The Company evaluates the need for an allowance for doubtful accounts on a regular basis. As of June 30, 2017 and 2016, the Company determined that an allowance was not needed.
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, 84, 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, 65, 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, 72, 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, 65, 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 the Institute of Chartered Accountants in Australia since 1978.
(1) Officers management fee.
(1) Assumes 158,387,871 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 4,500,000 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 8,808,161 shares.