UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT
FORM
(Mark One)
For the fiscal period ended
Commission file number
(Formerly ASI ENTERTAINMENT, INC.)
(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of | (IRS Employer Identification No.) |
incorporation or organization) |
|
(Address of principal executive officers)
(Issuer’s telephone number)
Securities registered under Section 12(g) of the Exchange Act: Common Stock
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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 ☐
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.
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 ☐
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. ☒
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller reporting company | |
| Emerging growth company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of December 31, 2021, the aggregate market value of shares held by non-affiliates (based on the closing price of $0.13 on that date) was approximately $
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
Class Outstanding at October 12, 2022:
Common Stock, par value $0.0001 per share,
Documents incorporated by reference: None
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TABLE OF CONTENTS
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PART I.
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.
ITEM 1. DESCRIPTION OF BUSINESS.
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 1/15 Castles Drive, Torquay, Victoria, 3228, Australia. The United States offices of the Company are located at 100 Park Ave, 16th Floor, New York, NY 10017. The Company’s telephone number is +1 424-888-2212.
BUSINESS
(1) Principal products or services and their markets;
The Company’s intellectual property comprises two product lines called fflya and BizjetMobile.
fflya
The Company has launched a new standard in inflight connectivity for Low-Cost Airlines (LCA’s). The justification is simple, LCA passengers on a budget won’t pay for Wi-Fi.
The Company achieved this via a proprietary disruptive technology, and business model which has been validated by thousands of passengers inflight, sending tens of thousands of messages on Wizz Air, and can be summarised as follows:
Technical
·Core revenue platform is messaging. Communication and social contact drives everything.
·AS-IP’s flight proven free messaging service, Email, SMS and WhatsApp are embedded into an airlines existing booking app providing immediate access to a huge database without app marketing costs.
·Eliminates the high costs associated with conventional Wi-Fi installations by creating an ultra-low-cost system and certification process, making it simple and economical for an airline to install.
·Remotely controls the passenger app interface by flight, to engage and influence what passengers do and see while captive for 2-4 hours.
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Business Model
·Use Free messaging as the draw card to create revenue from paid promotions in the app.
·Implement a Social Network invite only approach to drive promotion before passengers fly. Flight tests confirm inviting friends to chat expands the database by a multiple of three.
·Create virtual autonomous gateways that eliminate the conventional ISP facilities required by Wi-Fi systems.
The combination of these components is why after 16 years of inflight Wi-Fi on major airlines, multibillion dollar organisations such as, VIASAT/INMARSAT, UTELSAT and INTELSAT, are still unable to address the LCA market, including the new Starlink (Elon Musk) Wi-Fi service. On the ground, Starlink charges double the price of the incumbent networks. With inflight Wi-Fi already expensive, convincing airlines to switch to a faster service, with the control the incumbents have over the existing 8,000 major airlines aircraft will be a major challenge.
Regardless, LCA passengers on a budget won’t pay for Wi-Fi, and this is clearly understood by the major LCA’s in Europe, Wizz Air, Ryanair, Jet2 and EasyJet, who operate over 1,400 aircraft, leaving this unique market opportunity to the Company and its proprietary technology.
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 95% compared to inflight broadband. In addition, it uses a cloud-based messaging platform capable of delivering real-time demographics.
Passengers get:
·Free SMS, WhatsApp and Email, and they don’t need Wi-Fi to do it.
Airlines get: -
·A free satellite system.
·New ancillary revenue streams.
·A free real time, in-flight, fully verified credit card payment platform for In-app and EFTPOS that will eliminates card default problems.
·Live feed telemetry data to enhance operation without data charges.
The Company’s airline business model is based on a revenue sharing basis. Revenue is generated from embedded advertising, E-Commerce, live payment and destination sponsors.
BizjetMobile
BizjetMobile provides corporate jets with an alternative global inflight connectivity solution and is marketed under the brand names CrewX, CHiiMP and BizjetInternet. Each product is a mobile App which deliver a combination of highly optimized inflight text, chat, email, voice and internet 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.
The Company has commissioned over 110 BizjetMobile systems since launch, operating across Asia Pacific, the America’s, Europe and the Middle East.
Markets
fflya’s target market is primarily low cost airlines (“LCA”) 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 regional airlines and LCA’s. Single aisle aircraft represent 75% of the 35,000 new aircraft forecast to be delivered over the next 20 years.
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.
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(2) Distribution methods of the products or services;
BizjetMobile distributors are related parties controlled by the Chapman family for the Americas, Europe and Asia Pacific, and market the products on a commission basis.
fflya marketing is controlled by the Chapman family in conjunction with agents, who will receive commissions from successful airline programs.
(3) Status of any publicly announced new product or service;
fflya - Following 3 months of flight trials, the Company announced a final agreement with Wizz Air to equip its UK fleet of nineteen A32X series aircraft. The first aircraft is equipped and in operation and further installations will commence in October. More recently, the Company successfully flight tested on Wizz Air, fflya’s world’s first in flight Bluetooth payment solution incorporating live in-app credit card payment. To demonstrate the capability, the Company incorporated the Food and Boutique menu into the fflya messaging app, allowing an order to be placed, paid for by credit card and a receipt return to the app.
The fflya hardware, apps, gateway and support system are developed and supplied by a related party, ASiQ Pty Ltd (ASiQ), under the IP acquisition agreement and comprises, a router that connects passengers via Bluetooth, and a revolutionary window antenna system that connects to the Iridium satellite network. The Company contracts the service and hardware under commercial terms on a program-by-program basis.
BizjetMobile – BizjetMobile LLC has announced the first corporate aircraft test bed was equipped with the Bizjetinternet Certus service, connecting via the new next generation Iridium satellites.
(4) Competitive business conditions and the small business issuer’s competitive position in the industry and methods of competition;
Competition
Airlines
The landscape of the airline Wi-Fi market has changed over the past 18 months, due to the impact of Covid. Intelsat acquired GOGO’s airline business, Eutelsat acquired GEE, VIASAT and INMARSAT have proposed a merger.
New satellite operators, Starlink and OneWeb will compete with these companies in 2023, proposing a faster service, however they will face the same issue in that research shows that less than 10% of passengers are prepared to pay for Wi-Fi, plus the incumbents already control the market space with long term contracts. These new satellite networks cost up to 3-4 time more than the incumbents and their business models also rely on paying for Wi-Fi. As they operate in the identical K-band transmission frequencies, the equipment, installation and service cost will still be high. The net effect is similar to migration from 4G versus 5G. The user gets more data faster, but the price remains virtually the same.
The primary market for all these 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 some 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 one third of the world’s airlines are equipped with inflight Wi-Fi, the majority of which are either in the U.S.A or are long haul wide body 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 by targeting only the LCA market with a platform that is 95% lighter and cheaper and controlled by a proprietary gateway protocol that is up to 95% more efficient in delivering today’s
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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 program targets LCA’s which represent approximately 50% of the airline world, flying mainly Boeing B737 and Airbus A320 series aircraft and annually carry around 2 billion disconnected leisure passengers.
fflya’s Bluetooth technology leverages off new generation Iridium Low Earth Orbit satellites (LEO’s). As LEO’s operate 800 kilometres above the earth, latency is similar to a mobile phone network. Iridium Next LEOs offer a midband service so their low cost and low latency is 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 to deliver its services. There are three key components that suit LCA’s: Text, Telemetry and Credit Card Payment. All are delivered via short burst data which specifically suits the fflya Bluetooth and Iridium data platforms.
The Company believes it will be able to compete with other companies in the commercial airline field because of AS-IP’s very low equipment costs, unique business model and little or no certification issues.
Business Jet
BizjetMobile is focused on the global market because of its use of satellite communications. In the USA, the business jet market is dominated GOGO Inc. (formally Aircell). GOGO’s system connects passenger devices via Wi-Fi, having implemented an exclusive terrestrial wireless radio network across the domestic United States for transmission off the aircraft. GOGO has approximately 5,000+ domestic business jets connected to its system. A second company, SmartSky Networks, is building a similar USA terrestrial network to compete with GOGO.
Internationally GOGO has equipped a further 4,737 aircraft with the Aircell (division of GOGO) Iridium satellite telephone systems. These are legacy satellite systems that cannot deliver Internet. The ChiiMP system enhances the Iridium telephone with messaging services and several BizjetMobile customers are connected via the Aircell Iridium systems. GOGO is also an INMARSAT reseller and has equipped several international aircraft with Wi-Fi. These systems are mainly installed at factory on larger jets and range in price from $150K - $650K. A second company VIASAT, also competes for the large jets with a similar $650K international solution.
Other non US business jet competition.
While there are multiple Iridium Telephone System resellers globally and some with basic Iridium messaging capability, none can match the capabilities of the BizjetMobile product range as BizjetMobile is the leader in inflight Bluetooth connectivity.
(5) Sources and availability of raw materials and the names of principal suppliers; amortization, engineering, marketing and communication costs
The principal supplier of systems and services to the company is ASiQ, controlled by Ron Chapman, the President of the Company. As part of the original IP acquisition agreement, the Company was required to secure the service of Ron Chapman. It is Ron and ASIQ’s reputation in the aviation industry, that provides the credibility, drives the direction, and creates the programs for the Company. The Chapman family controls all marketing on behalf of the Company.
(6) Dependence on one or a few major customers.
The Company will be dependent on its distribution network 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 distributors, 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
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Smart, the technology and the Company’s IP has advanced to a point where the patent was 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.
Normally the certification process begins with the installation of the system on an aircraft after which it is certified by an accredited engineer and organisation. 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 demonstrate that the system has been designed and manufactured and complies with the appropriate aviation standards. Historically, ASiQ has followed the certification path of DO-160 for hardware and DO-178 for software. Following this step, the system must be installed on an aircraft and tested, including a ground and flight test.
Due to Covid over the previous 12-month period, the Company’s industrial partner ASiQ, was forced to take an alternative approach. As AS-IP’s launch customer Wizz Air’s head office is in Hungary, we selected one of their UK registered aircraft for the flight trial. This enabled ASiQ to engage EU/UK aviation certified companies to produce the engineering/certification package and manufacture the certified installation kit.
ASiQ originally designed the business aircraft system to be is installed as a “Portable Electronic Device” PED and as such, little or no certification is required. The Company utilises the same process for airlines, which will ultimately lead to a lower cost certifiable platform.
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.
Finally, both programs’ 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 AS-IP’s 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 in excess of $500,000 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.
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The company does not have any employees, instead contracts the Chief Financial Officer, as well as contracting marketing and technical services as required.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company maintains its corporate administration office at 1/15 Castles Drive, Torquay, Victoria, 3228, Australia.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any litigation and management has no knowledge of any threatened or pending litigation against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
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PART II.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.
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 278,697,573 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.
| Common Stock | |
Quarter Ended | High | Low |
June 30, 2020 | $0.02 | $0.01 |
September 30, 2020 | $0.01 | $0.10 |
December 31, 2020 | $0.10 | $0.05 |
March 31, 2021 | $0.23 | $0.08 |
June 30, 2021 | $0.25 | $0.14 |
September 30, 2021 | $0.22 | $0.07 |
December 31, 2021 | $0.28 | $0.08 |
March 31, 2022 | $0.19 | $0.08 |
June 30, 2022 | $0.15 | $0.06 |
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 6. SELECTED FINANCIAL DATA.
Not required for a smaller reporting company.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
OVERVIEW
The Company’s corporate structure is designed to facilitate investment in owning aircraft systems and the IP, with the primary purpose of controlling service cash flow and dictating revenue share in the airline contracts.
The Company maintains a low-cost structure as it has no employees, contracting the services of executives and support 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, 2022 of $16,351,745. 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, 2022 COMPARED WITH YEAR ENDED JUNE 30, 2021
In the 2022 financial year, the Company’s programs were still impacted by the Covid19 pandemic.
The Company received no revenue from its BizjetMobile business in the year ended June 30, 2022, compared to BizjetMobile service fees of $11,964 and BizjetMobile system sales $61,873, a total of $73,837 in the year ended June 30, 2021.
Business jet system sales are now recovering, and revenue will begin in the second half of 2022 on BizjetMobile in early 2023 on fflya, once the initial fleet is equipped.
Operating expenses increased from $733,962 for the twelve-month period ended June 30, 2021 to $1,280,966 for the twelve month period ended June 30, 2022 due to increased marketing, engineering and technical support costs and two years of unpaid directors fees.
The Company recorded a net loss from operations for the twelve-month period ended June 30, 2022 of $1,280,966, compared to a loss of $660,125 for the twelve-month period ended June 30, 2021.
Other expenses increased from $710,703 in the year ended June 30, 2021, to $875,661 in the year ended June 30, 2022, due to higher interest costs and loss on the issuance of shares for settlement of liabilities but without a charge for amortization of beneficial conversion feature.
The Company recorded a net loss for the twelve-month period ended June 30, 2022 of $2,156,627, compared to a loss of $1,370,828 for the twelve-month period ended June 30, 2021.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s cash and cash equivalents cash equivalents decreased from $157,601 at June 30, 2021 to $108,098 at June 30, 2022.
The Company’s revenue for the twelve months ended June 30, 2021 was $0, compared to $73,837 in the twelve month period to June 30, 2021. Operating costs increased for the period from July 1, 2021 to June 30, 2022 mainly as a result increased marketing and engineering costs and directors fees. After loss on issuance of shares on settlement of liabilities, increased related party payables and issuance of shares for related party payables, the Company had a net cash outflow of $1,119,622 from operating activities for the period from July 1, 2021 to June 30, 2022, compared to a net cash outflow from operating activities of $417,053 for the period from July 1, 2020 to June 30, 2021.
The Company had no cash flow from investing activities for the twelve months ended June 30, 2022, and June 30, 2021 respectively.
The cash flow of the Company from financing activities for the twelve months ending June 30, 2022 was from the issue of common stock and shares issued in lieu of interest. In the twelve months ended June 30, 2021, financing activities was from issue of common stock and proceeds from loans.
The Company’s business plan is focused on 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.
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The Company previously contracted ASiQ to supply and support the Bizjet program. Covid impacted the Bizjet market grounding all aircraft, and also ASiQ, the Company’s industrial partner.
In order to retain the services of Ron Chapman and ASiQ and continue to support the Companies fflya program. Effective July 1st 2022, the Company is renegotiating the agreement with ASiQ in regard to the programs.
ASiQ provides the airline facilities, systems and support services funded as required on a nominal month by month basis by the Company.
The Company’s primary focus over the past 12 months has been development of fflya to support its Wizz Air program.
The company’s fflya business model is based on offering free messaging to be paid for by general and destination specific advertising and E-commerce. 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 LCA’s will be attracted to this business model.
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. .Revenue is recognised on the basis of net proceeds received from the Company’s representatives, after commissions are deducted.
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. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for a smaller reporting company.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
AS-IP TECH, INC.
FINANCIAL STATEMENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of AS-IP Tech, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of AS-IP Tech, Inc. as of June 30, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, 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, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
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 a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s 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 audit. 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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.
/S/ BF Borgers CPA PC
We have served as the Company’s auditor since 2013
October 12, 2022
F-1
AS-IP TECH, INC.
BALANCE SHEETS
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ASSETS |
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Current Assets |
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Cash | $ |
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Prepaid expenses |
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Total current assets |
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Total assets | $ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable and accrued expenses | $ |
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Related party payables |
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Loans |
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Due to related parties |
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Subscription for capital |
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Total current liabilities |
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Non-Current Liabilities |
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Convertible notes, net of discount |
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Convertible notes, related parties, net of discount |
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Total non-current liabilities |
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Total liabilities |
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Commitment and contingencies (Note 3) |
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Stockholders’ Deficit |
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Preferred stock $ none issued and outstanding |
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Common stock, $ authorized, and were issued and outstanding as of June 30, 2022 and 2021, respectively |
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Additional paid-in capital |
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Treasury stock - par value (50,000 shares) |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit | $ |
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See Accompanying Notes to Financial Statements.
F-2
AS-IP TECH, INC.
STATEMENTS OF OPERATIONS
For the year ended June 30, 2022 |
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Revenue |
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BizjetMobile system sales - related parties | $ |
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BizjetMobile service fees - related parties |
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Total revenue | $ |
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Operating expenses |
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Selling, general and administrative expenses |
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Marketing fees and expenses - related party |
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Engineering services - related party |
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Amortization of capitalized termination fee to a related party |
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Communications and data - related party |
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Components - related party |
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Technical service support - related party |
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Trade shows - related party |
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Total operating expenses |
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Loss from operations |
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Other expense |
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Interest |
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Interest - related party |
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Loss on settlement of liabilities |
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Capital raising fee |
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Amortization of beneficial conversion feature |
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Total other expense |
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Net loss | $ | ( |
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Net loss per share - (basic and diluted) | $ | ( |
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Weighted average number of common shares outstanding - (basic and diluted) |
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See Accompanying Notes to Financial Statements.
F-3
AS-IP TECH, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
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Shares | Amount | Paid-In Capital | Subscriptions Payable | Treasury Stock | Accumulated Deficit | Stockholders’ Equity | |
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June 30, 2020 | ( | ( | ( | ||||
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Issuance of shares for debt to related parties | |||||||
Issuance of shares for subscriptions payable | ( | ||||||
Issuance of shares in lieu of directors fees | |||||||
Beneficial conversion feature on convertible notes | |||||||
Net loss for the year ended |
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June 30, 2021 | ( | ( | ( | ||||
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Adoption of ASU2020-06 | ( | ( | |||||
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Issuance of shares from convertible notes | |||||||
Issuance of shares in lieu of directors fees | |||||||
Beneficial conversion feature on convertible notes | |||||||
Net loss for the year ended | ( | ( | |||||
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June 30, 2022 | ( | ( | ( | ||||
See Accompanying Notes to Financial Statements.
F-4
AS-IP TECH, INC.
STATEMENTS OF CASH FLOWS
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2022 |
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Cash flows from operating activities: |
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Net loss | $ | ( |
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Adjustments to reconcile net loss to net cash used by operating activities: |
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Issuance of common stock for directors fees |
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Issuance of common stock for services |
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Issuance of common stock for related party expenses |
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Issuance of common stock for interest |
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Loss on settlement of liabilities |
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Amortization of intangibles |
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Amortization of beneficial conversion feature |
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Changes in operating assets and liabilities |
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Increase (Decrease) in accounts payable |
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Increase (Decrease) in deferred revenue |
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Increase (Decrease) in related party payables |
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Increase (Decrease) in related party accrued interest |
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Decrease (Increase) in prepaid expenses |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Net cash used by investing activities |
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Cash flows from financing activities: |
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Proceeds from loans |
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Proceeds from issuance of common stock |
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Shares issued in lieu of interest |
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Funds received pending issuance of common stock |
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Cost of issue of warrants |
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Net cash provided by financing activities |
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Net Increase/(Decrease) in cash |
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Cash, beginning of period |
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Cash, end of period | $ |
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Supplemental schedule of non-cash activities: |
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Cash paid for interest | $ |
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Stock issued for funds received in prior period | $ |
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Related party payables transferred to Loans - related parties | $ |
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See Accompanying Notes to Financial Statements.
F-5
AS-IP TECH, INC.
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. The Company owns intellectual property from which two product lines called BizjetMobile and fflya have been developed. The products deliver inflight connectivity for business aviation (BizjetMobile) and commercial airlines (fflya) respectively.
Basis of Presentation
The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). 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, raise substantial doubt 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 GAAP 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.
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.
F-6
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
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 undiscounted 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. The Company has determined that an impairment charge is not required 2022 and 2021.
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.
At June 30, 2022 the Company had net operating loss carryforwards of $
Share-based payments
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.
Stock Options and Warrants
We estimate the fair value of stock option awards and warrants 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.
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.
F-7
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
Revenue recognition
The Company recognizes revenue share from the sales of goods and services by related party distributors 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 recognizes revenue net of direct costs, such as commissions.
The Company receives revenue share from sales by related party distributors of products and services developed from the Company’s intellectual property. Revenue is recognized on an accrual basis as earned under contract or license agreements. Communication services are provided on the basis of non refundable prepayment and revenue is recognized using the output method. Hardware sales require payment before delivery of the equipment.
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 $
Reclassification
Certain amounts in the prior period presented, have been reclassified to conform to the current period financial statement presentation. These reclassification have no effect on previously reported net income.
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.
Beneficial Conversion Feature of Convertible Debt
In 2021, the Company accounted for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “Debt with Conversion and Other Options”. In 2022, the Company has Rosen to early adopt ASU 2020–06 and as a result, has reversed the balance of the Beneficial Conversion Feature (“BCF”).
NOTE 2 - RELATED PARTY TRANSACTIONS
As of June 30, 2022 and 2021, the Company has recorded a current liability “related parties payables” of $
As of June 30, 2022 and 2021, the Company had “due to related parties” of $
In 2016, the Company acquired the BizjetMobile intellectual property from an entity affiliated through common stockholders and directors for $450,000. In 2022 and 2021, the Company provided $
In 2022 and 2021, the Company recorded net revenue of $
In 2022 and 2021, the Company recorded revenue of $
F-8
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
In 2022 and 2021, the Company incurred expenses of $
In 2022 and 2021, the Company incurred expense of $
In 2022 and 2021, the Company incurred expense of $
In 2022 and 2021, the Company incurred expense of $
In 2022 and 2021, the Company incurred cost of sales, for commissions of $
NOTE 3 - STOCKHOLDERS’ EQUITY
Common stock
The Company has authorized capital of
During the year ended June 30, 2021, the Company issued a total of
During the year ended June 30, 2021, the Company issued a total of
During the year ended June 30, 2021, the Company issued a total of
During the year ended June 30, 2021, the Company issued a total of
During the year ended June 30, 2021, the Company issued a total of
During the year ended June 30, 2021, the Company issued
During the year ended June 30, 2021, the Company issued a total of
During the year ended June 30, 2021, the Company issued a total of
During the year ended June 30, 2021, the Company issued a total of
During the year ended June 30, 2022, the Company issued a total of
During the year ended June 30, 2022, the Company issued a total of
During the year ended June 30, 2022, the Company issued
F-9
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
During the year ended June 30, 2022, the Company issued a total of
During the year ended June 30, 2022, the Company exercised its rights under convertible notes and issued a total of
During the year ended June 30, 2022, the company issued
As of June 30, 2022, the Company had
Preferred stock
As of June 30, 2021, the Company had
Subscription for capital
As of June 30, 2022 and June 30, 2021, the Company had received $
Stock Options and Warrants
During the year ended June 30, 2017, the Company issued stock options to acquire
During the year ended June 30, 2022, the Company issued warrants to acquire
| Options/Warrants Outstanding | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregated Intrinsic Value |
Outstanding at June 30, 2020 | $ | 1.17 | $0 | |
Granted | - | - |
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Expired | - | - |
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Forfeited | - | - |
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Outstanding at June 30, 2021 | $ | 0.17 | $0 | |
Granted | - | - |
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Exercised | - | - |
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Expired | - | - |
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Forfeited | - | - |
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Outstanding at June 30, 2022 | $ | 3.5 | $0 | |
Granted | - | - |
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Exercised | - | - |
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Forfeited | - | - |
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F-10
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - INTANGIBLE ASSETS
In the year ended June 30, 2016, the Company took up Intangible Assets of $
NOTE 5 - LOANS
Unsecured loans
The Company has an unsecured loan from a third party with balance outstanding at June 30, 2022 of $
The Company has outstanding unsecured loans from shareholders totalling $
Convertible notes
The Company has convertible notes totalling $
Convertible notes outstanding as of June 30, 2022 and 2021 are summarized below:
Details | Maturity Date | Balance at June 30, 2022 | Balance at June 30, 2021 |
20% Convertible Notes totalling $337,500 plus accrued interest | Dec. 31,2023 | $ 659,293 | $ 540,653 |
20% Convertible Notes totalling $247,500 plus accrued interest | Dec. 31,2023 | 31,126 | 271,875 |
20% Convertible Notes totalling $200,000 plus accrued interest | Dec. 31,2023 | 259,666 | 212,939 |
20% Convertible Notes totalling $125,000 plus accrued interest | Dec. 31,2023 | 0 | 126,326 |
20% Related party Convertible Notes totalling $375,000 plus accrued interest | Dec. 31,2023 | 487,500 | 412,500 |
0% Convertible Notes totalling $100,000 |
| 100,000 | 0 |
Total convertible notes |
| 1,537,585 | 1,624,588 |
Less Unamortized discounts |
| 0 | (1,003,630) |
Net convertible notes |
| $ 1,537,585 | $ 620,958 |
In 2018, the Company issued Convertible Notes which totalled $607,500, to fund the development of its fflya systems. In return for providing the funding, the original investors will receive commissions on Viator tours and attractions for the first 27 system installations. Each investor will receive a commission for three years 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 commissions have been paid. Two issues of Convertible Notes were made as follows:
The first Convertible Note for $
-Interest rate:
F-11
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
-Conversion price: $
-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, and outstanding interest to be compounded.
A second Convertible Note issue for $
-Interest rate:
-Conversion price: $
-Maturity date: December 1, 2020, which had been extended to December 31, 2023.
$225,000 of these Notes were converted to shares at June 30, 2022.
Two Convertible Notes for $
-Interest rate:
-Conversion price: $
-Maturity date: December 1, 2023, and outstanding interest to be compounded.
Additional convertible notes totalling $
-Interest rate:
-Conversion price: $
-Maturity date: December 31, 2023.
These notes were converted to shares at June 30, 2022.
Convertible Notes totalling $
-Interest rate:
-Conversion price: $
-Maturity date: December 31, 2023.
These notes were converted to shares at June 30, 2022.
In July 2021 Convertible Notes totalling $
-Interest rate:
-Conversion price: $
-Maturity date: December 31, 2023.
These notes were converted to shares at June 30, 2022.
In July 2021, related party contractors agreed to accept Convertible Notes totalling $
-Interest rate:
-Conversion price: $
-Maturity date: December 31, 2023
In June 2022, $
-Interest rate:
-Conversion price: $
-Maturity date: December 31, 2023
NOTE 6 - RISKS & UNCERTAINTIES
Impact from the New Coronavirus Global Pandemic (“COVID-19”) - COVID-19 could continue to have a material and adverse effect on the Company’s business operations. These could include disruptions or restrictions on the Company’s ability to distribute its products, as well as temporary closures of its facilities or the facilities of the suppliers or customers. Any disruption or delay of the Company’s suppliers or customers would likely impact the Company’s sales and operating results. In addition, COVID-19 has resulted in a widespread health crisis that could adversely affect global economies and financial markets, resulting in an economic downturn that could significantly impact our operating results.
As the Company’s revenue is also derived from related party distributors. Any disruption to the business of the distributor will impact the Company’s sales and operating results.
F-12
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - SIGNIFICANT SUBSEQUENT EVENTS
Since June 30, 2022, the Company has continued to raise capital to fund its operations through sale of shares totalling
F-13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A. CONTROLS AND PROCEDURES.
(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, 2022.
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, 2022, 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, 2022, were not effective due to material weaknesses resulting from our lack of US GAAP knowledge and segregation of duties.
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.
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, 2022. 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, 2022 were not effective.
11
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
None
12
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The officers and directors of the Company are as follows:
Name: | Title: |
Ronald J. Chapman | Chairman, President and Director |
Graham O. Chappell | Director |
Philip A. Shiels | Chief Financial Officer and Director |
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 three 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:
RONALD J. CHAPMAN, 70, 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, 77, 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, 70, 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 the Company 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.
ITEM 11. EXECUTIVE COMPENSATION.
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 three directors.
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 2021 and 2022. 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, 2022:
13
SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL POSITION | FISCAL YEAR | ANNUAL SALARY | COMPENSATION BONUS/AWARDS | OTHER COMPENSATION ALL OTHER |
Ronald Chapman, President | 2022 2021 | - - | $ 96,000(1) $ 96,000(1) | $ 49,980(3) $ 55,000 |
Philip Shiels, Chief Financial Officer | 2022 2021 | - - | $ 96,000(2) $ 48,752(2) | $ 49,980(3) --$ - |
Graham Chappell, Director | 2022 2021 | - - | $ 21,000 $ - | $ 49,980(3) $ 6,000(3) |
Richard Lukso, Former Chairman | 2022 2021 | - - | -$ - -$ - | $ 49,980(3) $ 6,000(3) |
(1) Marketing fee, paid or accrued
(2) Officers management fee, paid or accrued
(3) Directors’ fees satisfied with share issue
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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.
Name, Position and Address | Shares of Common Stock Beneficially Owned | Percentage of Shares Owned |
Ronald J. Chapman (2) Chairmen, President and director 1 Bass Drive, Torquay, Vic., 3228 Australia | 18,973,336 | 6.8% |
Graham O. Chappell (3) Director 5 Marine Parade, Suite 2 St. Kilda, Vic., 3148, Australia | 3,271,406 | 1.3% |
Philip A. Shiels (4) Chief Financial Officer and director 88 Elgin Street Hawthorn, Vic., 3122 Australia | 18,805,522 | 6.7% |
Roman Lohyn (5) 5 Rothesay Avenue Brighton Vic., 3186 Australia | 25,580,840 | 9.2% |
Eric P. van der Griend (6) 100 Barkly St St Kilda, Vic., 3182 Australia | 14,157,639 | 5.1% |
Reginald Edward Gleeson (7) 57 Black St. Brighton Vic., 3186 Australia | 16,981,532 | 6.1% |
All the officers and directors as a group (3 persons) | 41,407,264 | 14.9% |
(1) Assumes 278,697,573 shares of Common Stock issued and outstanding.
14
(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 6,307,000 shares and is the controlling shareholder of ASIT Australia through which Mr. Chapman is the beneficial owner of 266,575 shares. Mr. Chapman holds the power of attorney for the trustee of the Research No.1 Trust which holds 9,774,755 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 2,797,000 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 7,357,000 shares.
(5) Roman Lohyn is a trustee of Mostyn Superannuation Fund which owns 25,460,840 shares, and a director of Sorcerer Pty. Ltd. which owns 120,000 shares.
(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) Reginald Edward Gleeson is a trustee of Regsher Pty. Ltd. Superannuation Fund which owns 16,981,532 shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
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, 2022, received a monthly retainer plus outgoings.
Chapman International Pty. Ltd., of which Ron Chapman is a director and shareholder, was paid marketing fees during the year ended June 30, 2022.
Shiels and Co., of which Philip Shiels is the principal, was paid management fees during the year ended June 30, 2022.
BizjetMobile LLC, the North and South American distributor for BizjetMobile services and systems, is 50% owned by ASiQ.
Barry Chapman, the European and Middle East distributor 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.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
Audit fees paid to B F Borgers in the fiscal year ended June 30, 2021 and June 30, 2022 were $33,500 and $33,500 respectively.
15
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 2021 and 2022.
TAX FEES
No fees have been paid for income tax return preparation.
ALL OTHER FEES
There were no other fees filled for services.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
Exhibit No. | Description |
Certification of the President under Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002) | |
Certification of the Chief Financial Officer under Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002) | |
Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) | |
Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
16
SIGNATURES
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: October 12, 2022
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.
Signature | Title | Date |
|
|
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/s/ Ronald J. Chapman | Chairman and Director | October 12, 2022 |
Ronald J. Chapman |
|
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|
|
|
|
|
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/s/ Graham O. Chappell | Director | October 12, 2022 |
Graham O. Chappell |
|
|
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|
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|
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/s/ Philip A. Shiels | Director | October 12, 2022 |
Philip A. Shiels |
|
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17
EX-31.1
CERTIFICATIONS OF CEO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ronald J. Chapman, certify that:
1. I have reviewed this annual report on Form 10-K of AS-IP Tech, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 12, 2022
/s/ Ronald J. Chapman
Ronald J. Chapman
President
EX-31.2
CERTIFICATIONS OF CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Philip A. Shiels, certify that:
1. I have reviewed this annual report on Form 10-K of AS-IP Tech, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 12, 2022
/s/ Philip A. Shiels
Philip A. Shiels
Chief Financial Officer
EX 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of AS-IP Tech, Inc., a Delaware corporation (the “Company”), on Form 10-K for the period ending June 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), Ronald J. Chapman, President of the Company does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to his knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Ronald J. Chapman
Ronald J. Chapman
President
October 12, 2022
[A signed original of this written statement required by Section 906 has been provided to AS-IP Tech, Inc. and will be retained by AS-IP Tech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]
EX 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of AS-IP Tech, Inc., a Delaware corporation (the “Company”), on Form 10-K for the period ending June 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), Philip A. Shiels, Chief Financial Officer of the Company does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to his knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Philip A. Shiels
Philip A. Shiels
Chief Financial Officer
October 12, 2022
[A signed original of this written statement required by Section 906 has been provided to AS-IP Tech, Inc. and will be retained by AS-IP Tech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]
BALANCE SHEETS - Parenthetical - $ / shares |
Jun. 30, 2022 |
Jun. 30, 2021 |
|---|---|---|
| Details | ||
| Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
| Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
| Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
| Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
| Common Stock, Shares, Outstanding | 278,697,573 | 255,149,894 |
Organization, Operations and Summary of Significant Accounting Policies |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Notes | |
| Organization, Operations and Summary of Significant Accounting Policies | 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. The Company owns intellectual property from which two product lines called BizjetMobile and fflya have been developed. The products deliver inflight connectivity for business aviation (BizjetMobile) and commercial airlines (fflya) respectively.
Basis of Presentation
The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). 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, raise substantial doubt 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 GAAP 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.
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 undiscounted 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. The Company has determined that an impairment charge is not required 2022 and 2021.
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.
At June 30, 2022 the Company had net operating loss carryforwards of $14,395,200. The deferred tax asset created by the U.S. net operating losses has been offset by a 100% valuation allowance for those with a 20 year life of $1,963,496 in 2022, compared to $2,049,266 in 2021 and 100% allowance for those with an indefinite life of $1,059,496 in 2022.
Share-based payments
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.
Stock Options and Warrants
We estimate the fair value of stock option awards and warrants 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.
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 recognizes revenue share from the sales of goods and services by related party distributors 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 recognizes revenue net of direct costs, such as commissions.
The Company receives revenue share from sales by related party distributors of products and services developed from the Company’s intellectual property. Revenue is recognized on an accrual basis as earned under contract or license agreements. Communication services are provided on the basis of non refundable prepayment and revenue is recognized using the output method. Hardware sales require payment before delivery of the equipment.
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 $0 and $1,892 was recognized in the 2022 and 2021 years respectively.
Reclassification
Certain amounts in the prior period presented, have been reclassified to conform to the current period financial statement presentation. These reclassification have no effect on previously reported net income.
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.
Beneficial Conversion Feature of Convertible Debt
In 2021, the Company accounted for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “Debt with Conversion and Other Options”. In 2022, the Company has Rosen to early adopt ASU 2020–06 and as a result, has reversed the balance of the Beneficial Conversion Feature (“BCF”). |
Related Party Transactions Disclosure |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Notes | |
| Related Party Transactions Disclosure | NOTE 2 - RELATED PARTY TRANSACTIONS
As of June 30, 2022 and 2021, the Company has recorded a current liability “related parties payables” of $484,938 and $536,075 respectively. The main component 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. Interest accrued for the advance in the years ended June 30, 2022 and 2021 was $11,771 and $14,208. The loan and accumulated interest will be repaid from surplus operating cash, when funds are available. As of June 30, 2021, the Company settled part of the Related party payables with long term convertible notes, net of discount of $99,484. See Note 5 for further details.
As of June 30, 2022 and 2021, the Company had “due to related parties” of $228,811 amounts due to the Company’s president, Ron Chapman. The “due to related parties” balances are non-interest bearing and unsecured. The Company does not impute interest expense or recognize a discount on the face value of the notes.
In 2016, the Company acquired the BizjetMobile intellectual property from an entity affiliated through common stockholders and directors for $450,000. In 2022 and 2021, the Company provided $0 and $13,737 respectively for amortization of the value of the intellectual property which has now been fully written off.
In 2022 and 2021, the Company recorded net revenue of $0 and $61,873 respectively from entities affiliated through common stockholders and directors for BizjetMobile system sales after deduction of commission costs of $0 and $26,517 respectively.
In 2022 and 2021, the Company recorded revenue of $0 and $11,964 respectively from entities affiliated through common stockholders and directors for BizjetMobile service fees after deduction of commissions of $0 and $1,376 respectively.
In 2022 and 2021, the Company incurred expenses of $96,000 and $48,752 respectively to entities affiliated through common stockholders and directors for management expenses.
In 2022 and 2021, the Company incurred expense of $260,069 and $331,000 to entities affiliated through common stockholders and directors for marketing expenses. This includes fees of $96,000 and $96,000 paid or accrued to the President, Ron Chapman in 2022 and 2021.
In 2022 and 2021, the Company incurred expense of $176,887 and $106,863 for engineering services to entities considered related parties affiliated through common shareholding.
In 2022 and 2021, the Company incurred expense of $154,000 and $62,993 to entities affiliated through common stockholders and directors for technical service support.
In 2022 and 2021, the Company incurred cost of sales, for commissions of $0 and $27,894 to entities affiliated through common stockholders and directors. |
Stockholders' Equity Disclosure |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Disclosure | NOTE 3 - STOCKHOLDERS’ EQUITY
Common stock
The Company has authorized capital of 500,000,000 shares of common stock with a par value of $0.0001.
During the year ended June 30, 2021, the Company issued a total of 40,591,400 shares for $405,914 cash at $0.01 per share.
During the year ended June 30, 2021, the Company issued a total of 1,000,000 shares for $12,000 cash at $0.012 per share.
During the year ended June 30, 2021, the Company issued a total of 11,435,999 shares for $171,540 cash at $0.015 per share.
During the year ended June 30, 2021, the Company issued a total of 650,000 shares for $13,000 cash at $0.02 per share.
During the year ended June 30, 2021, the Company issued a total of 545,994 shares for services valued at $6,716 at $0.0123 per share.
During the year ended June 30, 2021, the Company issued 1,000,000 shares valued at $12,300 in lieu of directors fees, and issued 11,000,000 shares valued at $110,000 for services.
During the year ended June 30, 2021, the Company issued a total of 2,625,122 shares in lieu of interest of $134,084 and incurred a loss of $285,750 on issue of the shares.
During the year ended June 30, 2021, the Company issued a total of 2,766,224 shares for $51,564 reduction of related party accounts payable, but incurred a loss of $18,770 on issue of the shares.
During the year ended June 30, 2021, the Company issued a total of 1,422,389 shares from Subscriptions Payable at a nominal price of $0.0184 per share.
During the year ended June 30, 2022, the Company issued a total of 8,668,876 shares for $866,888 cash at $0.10 per share.
During the year ended June 30, 2022, the Company issued a total of 2,478,537 shares in lieu of interest of $125,594 and incurred a loss of $210,508 on issue of the shares.
During the year ended June 30, 2022, the Company issued 1,400,000 shares for services valued at $112,000 at $0.08 per share; 41,366 shares for services valued at $4,343 at $0.105 per share; and 225,000 shares for services valued at $30,375 as a share price of $0.135.
During the year ended June 30, 2022, the Company issued a total of 150,000 shares for related party services valued at $21,000 at $0.135 per share.
During the year ended June 30, 2022, the Company exercised its rights under convertible notes and issued a total of 9,155,900 shares at the conversion price of $0.05 per share. The difference between the conversion price and the then market price of $0.0223 cents per share was recorded as a loss on issue of $204,176.
During the year ended June 30, 2022, the company issued 1,428,000 of shares in lieu of directors fees at $0.14 per share.
As of June 30, 2022, the Company had 278,697,573 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, 2021, the Company had 50,000,000 shares of authorized preferred stock, $0.0001 par value, with no shares issued and outstanding.
Subscription for capital
As of June 30, 2022 and June 30, 2021, the Company had received $1,196 and $0 respectively, representing funds received to purchase the Company’s for which common stock was not issued until after the related balance sheet date.
Stock Options and Warrants
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.
During the year ended June 30, 2022, the Company issued warrants to acquire 2,000,000 shares of the Company’s common stock at a price of $0.15 per share. The term of the options is 3.5 years from the date of issue. The warrants were issued in return for capital raising services and the accounts reflect a warrant cost of $73,147.
|
Intangible Assets Disclosure |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Notes | |
| Intangible Assets Disclosure | NOTE 4 - 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 the year ended June 30, 2018, the Company took up an impairment charge of $113,832 to reflect a lower value of the technology. On the basis that the technology has a useful life of 5 years, and that the Company had taken up amortization to that date of $240,000, the Company provided for amortization of $0 and $13,737 in the years ended June 30, 2022 and 2021 respectively. The intangible asset has now been fully amortized. |
Loans, Debt Disclosure |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||
| Notes | |||||||||||||||||||||||||||||||||||||||||
| Loans, Debt Disclosure | NOTE 5 - LOANS
Unsecured loans
The Company has an unsecured loan from a third party with balance outstanding at June 30, 2022 of $36,601 (June 30, 2021 $30,016). Interest is calculated at a rate of 20% per annum with interest of $6,584 and $5,327 taken up in the years ended June 30, 2022 and 2021 respectively. The Company is making principal and interest payments for the loan when funds are available.
The Company has outstanding unsecured loans from shareholders totalling $10,000 at June 30, 2022 and $10,000 at June 30, 2021. The terms of the loans, originally totalling $70,295, 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, 2022 and 2021, the Company had accumulated interest on the loans of $0 and $10,005 calculated at the Company’s prevailing share price. The interest will be converted, in due course, by the issue of shares of common stock. The lenders for $60,795 have agreed, effective June 30, 2021 to switch their loans to convertible notes.
Convertible notes
The Company has convertible notes totalling $1,537,585 and $1,624,586 as of June 30, 2022, and June 30, 2021 respectively. The holders of the convertible notes have the right of conversion from the date of issuance. As of June 30, 2021, the Company determined that a beneficial conversion feature discount of $1,003,630 should be applied to the carrying value of convertible notes. In the year ended June 30, 2021, the Company took up an amortization expense of $133,765 against the beneficial conversion feature. In the year ended June 30, 2022, the Company has elected to early adopt ASU 2020–06 that recombined instruments into a single liability instrument and do not separately present in equity and in bedded beneficial conversion feature from the convertible notes.
Convertible notes outstanding as of June 30, 2022 and 2021 are summarized below:
In 2018, the Company issued Convertible Notes which totalled $607,500, to fund the development of its fflya systems. In return for providing the funding, the original investors will receive commissions on Viator tours and attractions for the first 27 system installations. Each investor will receive a commission for three years 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 commissions have been paid. Two issues of Convertible Notes 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, and outstanding interest to be compounded.
A second Convertible Note issue for $247,500, on the following terms: -Interest rate: 20% per annum, payable monthly in arrears -Conversion price: $0.05 per share -Maturity date: December 1, 2020, which had been extended to December 31, 2023. $225,000 of these Notes were converted to shares at June 30, 2022.
Two Convertible Notes for $200,000 were issued in March 2021. 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.
Additional convertible notes totalling $125,000, on the following terms: -Interest rate: 20% per annum, payable monthly in arrears by cash or shares -Conversion price: $0.05 per share -Maturity date: December 31, 2023. These notes were converted to shares at June 30, 2022.
Convertible Notes totalling $60,295, were issued to replace the loans detailed in Note 5. above, on the following terms: -Interest rate: 20% per annum, payable monthly in arrears by cash or shares -Conversion price: $0.05 per share -Maturity date: December 31, 2023. These notes were converted to shares at June 30, 2022.
In July 2021 Convertible Notes totalling $25,000 were issued on the following terms: -Interest rate: 20% per annum, payable monthly in arrears by cash or shares -Conversion price: $0.05 per share -Maturity date: December 31, 2023. These notes were converted to shares at June 30, 2022.
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
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 |
Risks and Uncertainties, Disclosure |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Notes | |
| Risks and Uncertainties, Disclosure | NOTE 6 - RISKS & UNCERTAINTIES
Impact from the New Coronavirus Global Pandemic (“COVID-19”) - COVID-19 could continue to have a material and adverse effect on the Company’s business operations. These could include disruptions or restrictions on the Company’s ability to distribute its products, as well as temporary closures of its facilities or the facilities of the suppliers or customers. Any disruption or delay of the Company’s suppliers or customers would likely impact the Company’s sales and operating results. In addition, COVID-19 has resulted in a widespread health crisis that could adversely affect global economies and financial markets, resulting in an economic downturn that could significantly impact our operating results.
As the Company’s revenue is also derived from related party distributors. Any disruption to the business of the distributor will impact the Company’s sales and operating results. |
Subsequent Events Disclosure |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Notes | |
| Subsequent Events Disclosure | NOTE 7 - SIGNIFICANT SUBSEQUENT EVENTS
Since June 30, 2022, the Company has continued to raise capital to fund its operations through sale of shares totalling 475,080 shares for $34,728, up to the date of this report. |
Organization, Operations and Summary of Significant Accounting Policies: Basis of Presentation, Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Basis of Presentation, Policy | Basis of Presentation
The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The financial statements are expressed in United States dollars. The Company’s fiscal year ends June 30. |
Organization, Operations and Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Use of Estimates, Policy | Use of Estimates
The preparation of financial statements in conformity with GAAP 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. |
Organization, Operations and Summary of Significant Accounting Policies: Cash and cash equivalents, Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Cash and cash equivalents, Policy | Cash and cash equivalents
The Company considers investments with an original maturity of three months or less as cash equivalents. |
Organization, Operations and Summary of Significant Accounting Policies: Financial instruments, Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Financial instruments, Policy | 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. |
Organization, Operations and Summary of Significant Accounting Policies: Intangible Assets, Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Intangible Assets, Policy | 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 undiscounted 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. The Company has determined that an impairment charge is not required 2022 and 2021. |
Organization, Operations and Summary of Significant Accounting Policies: Income tax, Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Income tax, Policy | 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.
At June 30, 2022 the Company had net operating loss carryforwards of $14,395,200. The deferred tax asset created by the U.S. net operating losses has been offset by a 100% valuation allowance for those with a 20 year life of $1,963,496 in 2022, compared to $2,049,266 in 2021 and 100% allowance for those with an indefinite life of $1,059,496 in 2022. |
Organization, Operations and Summary of Significant Accounting Policies: Share-based payments, Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Share-based payments, Policy | Share-based payments
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.
Stock Options and Warrants
We estimate the fair value of stock option awards and warrants 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. |
Organization, Operations and Summary of Significant Accounting Policies: Earnings (Loss) Per Share, Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Earnings (Loss) Per Share, Policy | 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. |
Organization, Operations and Summary of Significant Accounting Policies: Revenue recognition, Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Revenue recognition, Policy | Revenue recognition
The Company recognizes revenue share from the sales of goods and services by related party distributors 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 recognizes revenue net of direct costs, such as commissions.
The Company receives revenue share from sales by related party distributors of products and services developed from the Company’s intellectual property. Revenue is recognized on an accrual basis as earned under contract or license agreements. Communication services are provided on the basis of non refundable prepayment and revenue is recognized using the output method. Hardware sales require payment before delivery of the equipment. |
Organization, Operations and Summary of Significant Accounting Policies: Deferred revenue, Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Deferred revenue, Policy | 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 $0 and $1,892 was recognized in the 2022 and 2021 years respectively. |
Organization, Operations and Summary of Significant Accounting Policies: Reclassification, Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Reclassification, Policy | Reclassification
Certain amounts in the prior period presented, have been reclassified to conform to the current period financial statement presentation. These reclassification have no effect on previously reported net income. |
Organization, Operations and Summary of Significant Accounting Policies: Recent Accounting Pronouncements, Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Recent Accounting Pronouncements, Policy | 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. |
Organization, Operations and Summary of Significant Accounting Policies: Beneficial Conversion Feature of Convertible Debt Policy (Policies) |
12 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Policies | |
| Beneficial Conversion Feature of Convertible Debt Policy | Beneficial Conversion Feature of Convertible Debt
In 2021, the Company accounted for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “Debt with Conversion and Other Options”. In 2022, the Company has Rosen to early adopt ASU 2020–06 and as a result, has reversed the balance of the Beneficial Conversion Feature (“BCF”). |
Stockholders' Equity Disclosure: Schedule of Stock Option and Warrant Activity (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Stock Option and Warrant Activity |
|
Loans, Debt Disclosure: Convertible Debt Table (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||
| Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||
| Convertible Debt Table |
|
Organization, Operations and Summary of Significant Accounting Policies: Income tax, Policy (Details) |
Jun. 30, 2022
USD ($)
|
|---|---|
| Details | |
| Net operating loss carryforwards | $ 14,395,200 |
| Deferred tax assets, operating loss carryforwards | $ 1,059,496 |
Organization, Operations and Summary of Significant Accounting Policies: Deferred revenue, Policy (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Details | ||
| Deferred revenue recognized | $ 0 | $ 1,892 |
Stockholders' Equity Disclosure: Schedule of Stock Option and Warrant Activity (Details) - $ / shares |
12 Months Ended | ||
|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| Details | |||
| Options and Warrants outstanding | 2,000,000 | 341,500 | 341,500 |
| Options and Warrants outstanding, Weighted avergare exercise price | $ 0.15 | $ 0.10 | $ 0.10 |
| Options and Warrants expired | 341,500 |
Intangible Assets Disclosure (Details) - USD ($) |
24 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2022 |
Jun. 30, 2021 |
Jun. 30, 2016 |
|
| Intangibles assets aquired, gross | $ 450,000 | |||
| Intangibles assets aquired, impairment charge | $ 113,832 | |||
| BizjetMobile intellectual property | ||||
| Accumulated amortization | $ 0 | $ 13,737 |
Subsequent Events Disclosure (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Oct. 10, 2022 |
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Details | |||
| Issue of shares for cash, shares | 475,080 | ||
| Issue of shares for cash, value | $ 34,728 | $ 866,888 | $ 602,452 |