The accompanying notes are an integral part of these condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(UNAUDITED)
Note 1. Organization, Business and Summary of Significant Accounting Policies
Organization and Description of Business
AS-IP Tech, Inc. (the “Company”) was formed on April 29, 1998 as a Delaware corporation.
The Company’s technology comprises two product lines called BizjetMobile and fflya. The products deliver inflight connectivity for business aviation and commercial airlines respectively. The Company receives revenue share from sales by distributors of products and serviced developed from its intellectual property.
Basis of Presentation
The accompanying unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The Company has early adopted ASU2020-06 on its three months ended September 30, 2021 unaudited interim condensed financial statements (See Convertible Financial Instruments and New Accounting Pronouncements). Operating results for the three months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending June 30, 2022. Notes to the unaudited interim condensed financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2020 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended June 30, 2020 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on October 6, 2021.
The functional currency of the Company is the United States dollar. The unaudited condensed financial statements are expressed in United States dollars. It is management’s opinion that any material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
For further information, refer to the financial statements and footnotes included in the Company’s Form 10-K for the year ended June 30, 2021.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Such estimates and assumptions impact, among others, the collectability of accounts receivables, valuation allowance for deferred tax assets due to continuing and expected future losses, and share-based payments.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
Convertible Financial Instruments
The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally
8
accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP. When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. During the three months ended September 30, 2021, the Company has chosen to early adopt of ASU2020-06 that recombine instruments into a single liability instrument and do not separately present in equity an embedded beneficial conversion feature from the convertible notes. The Company did not record a beneficial conversion feature (“BCF”) discount on convertible notes issued during three months ended September 30, 2021 with the conversion rate below the Company’s market stock price on the date of note issuance.
New Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature (“CCF”) and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has chosen to early adopt this standard on its three months ended September 30, 2021 financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.
The Company has evaluated other recent accounting pronouncements and believes that none of them have a material effect on the Company’s financial statements.
Note 2. Going Concern
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has recurring operating losses, limited funds and has accumulated deficits. These factors raised substantial doubt about the Company’s ability to continue as a going concern.
The Company may raise additional capital by the sale of its equity securities, through an offering of debt securities, or from borrowing from a financial institution. The Company does not have a policy on the amount of borrowing or debt that the Company can incur. Management believes that actions presently being taken to obtain additional funding provides the additional opportunity for the Company to continue as a going concern for the next twelve months after these financial statements are issued. However, there is no assurance of additional funding being available or on acceptable terms, if at all. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
Note 3. Related Party Transactions
As of September 30, 2021 and June 30, 2021, the Company has recorded as “related party payables”, $532,696 and $536,075, respectively. A large component of the payables is advances made by the CFO to pay for operating expenses. From July 1, 2016, interest has accrued on amounts due to the CFO calculated quarterly at a rate of 6.5%
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per annum. As a result, in the three months ended September 30, 2021 and September 30, 2020, the Company recorded Interest - related party of $21,622 and $4,266 respectively.
As of September 30, 2021 and June 30, 2021 respectively, the Company had “Due to related parties” of $228,811 and $228,811 which are advances made by related parties to provide capital and outstanding directors fees. The amounts are non-interest bearing and unsecured.
In the three months ended September 30, 2021 and September 30, 2020 respectively, the Company recorded gross revenue of $0 and $8,001 from entities affiliated through common stockholders and directors for BizjetMobile system sales. In the three months ended September 30, 2021 and September 30, 2020 respectively, the Company recorded gross revenue of $0 and $8,031 from entities affiliated through common stockholders and directors for BizjetMobile service sales.
In the three months ended September 30, 2021 and September 30, 2020 respectively, the Company incurred expenses of approximately $24,000 and $8,000 respectively to entities affiliated through common stockholders and directors for management expenses.
In the three months ended September 30, 2021 and September 30, 2020 respectively, the Company incurred marketing expense of $56,282 and $164,000 to entities affiliated through common stockholders and directors. The marketing expense in the three months ended September 30, 2020 included a fee to related parties of $110,000 following the successful negotiation for the evaluation of the Company’s fflya system on the UK fleet of Wizz Air This has been satisfied with the issue of 11,000,000 shares of the Company’s common stock.
In the three months ended September 30, 2021 and September 30, 2020 respectively, the Company incurred expense of $24,000 and $12,000 to entities affiliated through common stockholders and directors for technical service support.
In the three months ended September 30, 2021 and September 30, 2020 respectively, the Company incurred cost of sales of commissions and hardware costs of $0 and $6,060, to entities affiliated through common stockholders and directors. Sales commissions are normally 30% of the sale price of services or systems, but are negotiable on a case by case basis.
In the three months ended September 30, 2021 and September 30, 2020 respectively, the Company incurred engineering service costs of $44,958 and $18,000 to entities affiliated through common stockholders and directors, on normal commercial terms in the course of the Company’s normal business.
Note 4. Stockholders’ Deficit
As of September 30, 2021, the Company had 500,000,000 shares of authorized common stock, $0.0001 par value, with 255,149,894 shares issued and outstanding, and 50,000 shares in treasury. Treasury shares are accounted for by the par value method.
As of September 30, 2021, the Company had 50,000,000 shares of authorized preferred stock, $0.0001 par value, with no shares issued and outstanding.
During the three month period ended September 30, 2021, the Company received subscriptions for capital of $290,057, for which it has and will issued 2,901,500 shares of common stock at $0.10 per share.
Note 5. Loans
Loans in the Company’s balance sheet are made up of:
Unsecured loans
The Company has an unsecured loan from a third party with balance outstanding at September 30, 2021 of $31,542 (June 30, 2021 $30,016). Interest is calculated at a rate of 20% per annum with interest of $1,526 and $971 taken up
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in the three months ended September 30, 2021 and 2020 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 September 30, 2021 and $70,295 at June 30, 2021. The terms of the loans provide that if they are not repaid by the loan anniversary (December 31 each year), the Company will issue 16,667 shares of common stock for each $5,000 of the loan outstanding in lieu of interest. At September 30, 2021 and 2020, the Company had accumulated interest on the loans of $11,543 and $7,831 calculated at the Company’s prevailing share price. The interest will be converted, in due course, by the issue of shares of common stock. Effective July 1, 2021, shareholders with $60,295 of the loans have agreed to change their loans to convertible notes as detailed below.
Convertible notes
The Company has convertible notes totalling $1,729,546 and $1,658,713 as of September 30, 2021, 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 three months ended September 30, 2021 and the year ended June 30, 2021, the company has taken up an amortization expense of $0 and $133,765 against the beneficial conversion feature.
Convertible notes outstanding as of September 30, 2021 and June 30, 2021 are summarized below:
|
Details
|
Maturity
Date
|
Balance at
Sept. 30,
2021
|
Balance at
June 30,
2021
|
|
20% Convertible Notes totalling $337,500 plus accrued interest
|
Dec. 31,2023
|
$568,145
|
$540,653
|
|
20% Convertible Notes totalling $247,500 plus accrued interest
|
Dec. 31,2023
|
284,250
|
271,875
|
|
20% Convertible Notes totalling $22,500 plus accrued interest
|
At call
|
35,250
|
34,125
|
|
20% Convertible Notes totalling $200,000 plus accrued interest
|
Dec. 31,2023
|
223,766
|
212,939
|
|
20% Convertible Notes totalling $125,000 plus accrued interest
|
Dec. 31,2023
|
132,576
|
126,326
|
|
20% Related party Convertible Notes totalling $375,000 plus accrued interest
|
Dec. 31,2023
|
431,250
|
412,500
|
|
20% Convertible Notes totalling $60,295 plus accrued interest
|
Dec. 31,2023
|
63,310
|
60,295
|
|
20% Convertible Notes totalling $25,000 plus accrued interest
|
Dec. 31,2023
|
26,250
|
0
|
|
Total convertible notes
|
|
1,764,797
|
1,658,713
|
|
Less Unamortized discounts
|
|
0
|
(1,003,630)
|
|
Net convertible notes
|
|
$1,764,797
|
$655,083
|
In 2018, the Company issued Convertible Notes which totalled $607,500, to fund the development of its fflya systems. Two issues were made as follows:
The first convertible note for $337,500. Terms of the issue are:
-Interest rate: 20% per annum.
-Conversion price: $0.03 per share.
-Maturity date: December 1, 2020, which has now been extended to December 31, 2023, conditional on the holders advancing an additional $200,000 on terms set out under 4 below, and outstanding interest to be compounded.
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.
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. None of the Notes have been converted to shares to date.
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In July 2021, related party contractors agreed to accept convertible notes totalling $375,000 to reduce the debts they are owed, as follows:
-Interest rate: 20% per annum, payable monthly in arrears in shares
-Conversion price: $0.015 per share
-Maturity date: December 31, 2023
Two convertible notes for $200,000. Terms of the issue are:
-Interest rate: 20% per annum.
-Conversion price: $0.015 per share.
-Maturity date: December 1, 2023, and outstanding interest to be compounded.
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: $85,000 convertible at $0.05 per share, $40,000 convertible at $0.015.
-Maturity date: December 31, 2023.
Convertible notes totalling $60,295, to replace the loans detailed 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.
$1,137,395 debt discounts were recognized as a result of beneficial conversion feature incurred upon issuance of above convertible notes. $133,765 was amortized during the year ended June 30, 2021.
With the adoption of ASU2020-06, the Company recorded a transition adjustment for adjusting the unamortized BCF discount as of June 30, 2021 of $1,003,630 to opening retained earnings during the three months ended September 30, 2021.
Note 6. Subsequent Events
Subsequent to September 30, 2021, the Company has received cash of $300,867 as subscriptions for capital and for which it has or will issue 3,008,670 shares.
There have not been any other significant events since balance date, September 30, 2021 until the date of this report.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This quarterly report on Form 10-Q includes “forward-looking statements” as defined by the Securities and Exchange Commission. These statements may involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “could”, “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect. Actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. The company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
The following discussion should be read in conjunction with the accompanying unaudited condensed financial statements for the three months ended September 30, 2021 and the Form 10-K for the fiscal year ended June 30, 2021.
OVERVIEW
The Company’s inflight connectivity technology is targeted at two distinct markets. BizjetMobile and CrewX are designed for business jets and has been sold in North America, Europe and the Middle East. The Company’s fflya system is designed for, and marketed to, low-cost airlines in Europe and Asia.
The Company has continued investing in the development and marketing of the airline versions of its fflya and CrewX technology. As a result, the Company has recently completed flight trials and been working with Wizz Air, installing a system on an A321 and is now progressing to passenger trials.
Implementation of the Company’s fflya program was delayed due to the impact of Covid19, which has necessitated renegotiation of outstanding loans and debts, as well as raising additional funding.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2020
In the three months period ended September 30, 2021, the Company recorded revenue of $0, compared to revenue of $16,032 in the corresponding three-month period ended September 30, 2020, as there were no system sales due to the impending release in November of the new Iridium Certus mid band internet solution, which will form the basis of an enhanced BizjetMobile service.
The Company incurred operating costs of $203,214 in the three months ended September 30, 2021 and $284,331 in the three months ended September 30, 2020. Main components are engineering and marketing expenses. In the three months ended September 30, 2021, the Company recorded an operating loss of $203,214 compared to an Operating Loss of $268,299 in the three months ended September 30, 2020.
The development and marketing costs have been funded in part through interest bearing convertible notes. As a result, the Company’s Other Expenses, included interest of $87,020 and $41,862 in the three months ended September 30, 2021 and 2020 respectively. This resulted in Net Losses of $290,234 and $310,161 in the three months ended September 30, 2021 and 2020 respectively.
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LIQUIDITY AND CAPITAL RESOURCES
The Company’s primary sources of liquidity are cash received from issue of common stock and accounts payable for expenses incurred with related parties. Without the continuation of these sources of funding, as stated in Note 2 above, the Company’s ability to continue as a going concern is in substantial doubt. This will continue until the company is able to generate sufficient cash flow from its operations.
The cash and cash equivalents balance was $262,834 at September 30, 2021 and $157,601 at June 30, 2021.
The Company reported revenue of $0 in the three months ended September 30, 2021 compared to $16,032 in the three month period ended September 30, 2020. The Company incurred a loss of $290,234 from operating activities for the three months to September 30, 2021, compared to a loss of $310,161 from operating activities for the three months to September 30, 2020. Net cash used in operating activities for the three months ended September 30, 2021 was $209,824 compared to $110,148 during the three months ended September 30, 2020. Operating cash requirement in the three months ended September 30, 2021 was increased mainly through increased audit, management, engineering and technical support costs.
The cash flow of the Company from financing activities for the three months ended September 30, 2021 was $315,057 as a result of funds received pending issue of common stock and increased loans. In the three months ended September 30, 2020, the cash flow from financing activities was $167,391 mainly from funds received from issue of common stock and funds received pending issue of common stock.
The Company may raise additional capital by the sale of its equity securities, through an offering of debt securities, or from borrowing from a financial institution or other funding sources. The Company does not have a policy on the amount of borrowing or debt that the Company can incur. There are no guarantees on the company’s ability to raise additional capital and hence its ability to continue as a going concern.