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 Generally Accepted Accounting Principles in the United States of America. The financial statements are expressed in United States dollars. The Company’s fiscal year ends June 30.
Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has recurring operating losses, limited funds and has accumulated deficits. These factors, among others, 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 generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers investments with an original maturity of three months or less as cash equivalents.
Accounts Receivable, net
Accounts receivable are recognized at invoiced amounts and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company reviews its allowance for doubtful accounts receivable on an ongoing basis. In establishing the required allowance, management considers any historical losses, the customer’s financial condition, the accounts receivable aging, and the customer’s payment patterns. After all attempts to collect a receivable have failed and the potential for recovery is remote, the receivable is written off against the allowance.
F-6
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
As of June 30, 2020 and 2019, the allowance for doubtful account balances are $0 and $0, respectively. The bad debt expense, including the direct written-off accounts receivables, incurred for the years ended June 30, 2020 and 2019 are $0 and $0, respectively.
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 2020 and 2019.
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.
F-7
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
At June 30, 2020 the Company had net operating loss carryforwards of $11,530,547 which started to expire in 2019. 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 $2,102,685 in 2020, compared to $2,532,412 in 2019 and an 80% allowance for those with an indefinite life of $254,984 in 2020, compared to $126,433 in 2019. The change in the valuation allowance for U.S. tax purposes in 2020 and 2019 was $128,551 and $126,433, respectively.
On December 22, 2017, the U.S. Tax Cuts and Jobs Act was enacted. U.S. tax reform introduced many changes, including lowering the U.S. corporate tax rate to 21 percent, changes in incentives, provisions to prevent U.S. base erosion and significant changes in the taxation of international income, including provisions which allow for the repatriation of foreign earnings without U.S. tax. The enactment of U.S. tax reform had no impact on our income taxes for the year ended June 30, 2020.
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
We estimate the fair value of stock option awards on the date of grant using the Black-Scholes-Merton pricing model, which is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, risk free interest rates and expected dividends.
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 from the sales of goods and services under ASC 606 by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company has adopted the modified retrospective method for recording revenue. The Company recognizes revenue net of direct costs, such as commissions and hardware costs.
The Company sells its hardware and services through related party distributors. Revenue is recognized on an accrual basis as earned under contract or license agreements. Communication services are provided on the basis of non refundable monthly prepayment and revenue is recognized using the output method. In cases where customers negotiate to pay for services over longer periods, the additional prepayment is taken up as deferred revenue and then revenue is recognized over the agreed term. Hardware sales require payment before delivery of the equipment.
F-8
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
Deferred revenue
The Company receives payment for services in advance before the subscription service is provided. The company recognizes the revenue as being earned as the services are provided. Deferred revenue of $21,696 and $6,079 was recognized in the 2020 and 2019 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.
NOTE 2 - RELATED PARTY TRANSACTIONS
As of June 30, 2020 and 2019, the Company has incurred “related parties payables”, $826,716 and $562,564 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, 2020 and 2019 was $16,395 and $18,320. The loan and accumulated interest will be repaid from surplus operating cash, when funds are available.
As of June 30, 2020 and 2019, the Company had “due to related parties” of $228,811 which are advances made by related parties to provide operating funds. The “due to related parties” balances are non-interest bearing and unsecured. Due to the short term structure of these notes the company does not impute interest expense or recognize a discount on the face value of the notes.
As of June 30, 2020 and 2019, the Company had “Accounts receivable -related parties” of $0 and $11,963 due from entities affiliated through common stockholders and directors, which operate as distributors for the Company’s products and services.
In 2016, the Company acquired the BizjetMobile intellectual property from a related party for $450,000. In 2020 and 2019, the Company provided $41,216 and $41,216 respectively for amortization of the value of the intellectual property.
In 2020 and 2019, the Company recorded net revenue of $16,818 and $21,725 respectively from entities affiliated through common stockholders and directors for BizjetMobile system sales after deduction of commission and hardware costs of $16,151 and $21,235 respectively.
In 2020 and 2019, the Company recorded revenue of $19,387 and $29,374 respectively from entities affiliated through common stockholders and directors for BizjetMobile service fees after deduction of commissions of $3,706 and $9,333 respectively.
In 2020 and 2019, the Company incurred expenses of $82,600 and $93,900 respectively to entities affiliated through common stockholders and directors for management expenses.
In 2020 and 2019, the Company incurred expense of $216,065 and $177,471 to entities affiliated through common stockholders and directors for marketing expenses. This includes fees of $96,000 and $96,000 paid to the President, Ron Chapman in 2020 and 2019.
F-9
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
In 2020 and 2019, the Company incurred expense of $161,210 and $179,637 to entities considered related parties for engineering services.
In 2020 and 2019, the Company incurred expense of $48,000 and $48,700 to entities affiliated through common stockholders and directors for technical service support.
In 2020 and 2019, the Company incurred cost of sales, comprising commissions and hardware costs, of $21,653 and $30,568 to entities affiliated through common stockholders and directors.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company does not have any arrangements to lease premises for its operations. The Company does not have any legal matters outstanding.
NOTE 4 - STOCKHOLDERS' EQUITY
Common stock
The Company has authorized capital of 500,000,000 shares of common stock with a par value of $0.0001.
During the year ended June 30, 2019, the Company issued a total of 5,650,000 shares for $113,000 cash at $0.020 per share.
During the year ended June 30, 2019, the Company issued a total of 9,406,001 shares for $169,308 cash at $0.018 per share.
During the year ended June 30, 2019, the Company issued a total of 338,056 shares for services valued at $7,437 at $0.022 per share.
During the year ended June 30, 2019, the Company issued a total of 300,000 shares for services valued at $5,400 at $0.018 per share.
During the year ended June 30, 2019, the Company issued a total of 1,958,333 shares in lieu of $35,250 interest at $0.018 per share.
During the year ended June 30, 2019, the Company issued a total of 2,500,000 shares for $62,500 reduction of related party accounts payable valued at $0.025 per share.
The Company as of June 30, 2020 had 182,112,766 shares issued and outstanding, and 50,000 shares in treasury. Treasury shares are accounted for by the par value method.
Preferred stock
As of June 30, 2020, 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, 2020 and June 30, 2019, the Company had received $361,646 and $15,000 respectively, representing funds received to purchase the Company’s common stock.
F-10
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
Subscriptions payable
As of June 30, 2020, the Company has a total of 1,422,389 shares payable to an individual with a net value of $26,186. The shares have subsequently been issued.
Stock Options
During the year ended June 30, 2017, the Company issued stock options to acquire 341,500 shares of the Company’s common stock at a price of $0.10 per share. The term of the options is 5 years from the date of issue. The options were issued in return for capital raising services and the accounts reflect an option cost of $7,360.
|
Options
Outstanding
|
Weighted
Average
Exercise Price
|
Weighted
Average
Remaining
Contractual Life
(Years)
|
Aggregated
Intrinsic Value
|
Outstanding at June 30, 2018
|
341,500
|
$0.10
|
3.17
|
$0
|
Granted
|
-
|
-
|
|
|
Exercised
|
-
|
-
|
|
|
Expired
|
-
|
-
|
|
|
Forfeited
|
-
|
-
|
|
|
Outstanding at June 30, 2019
|
341,500
|
$0.10
|
2.17
|
$0
|
Granted
|
-
|
-
|
|
|
Exercised
|
-
|
-
|
|
|
Expired
|
-
|
-
|
|
|
Forfeited
|
-
|
-
|
|
|
Outstanding at June 30, 2020
|
341,500
|
$0.10
|
1.17
|
$0
|
NOTE 5 - INTANGIBLE ASSETS
In the year ended June 30, 2016, the Company took up Intangible Assets of $450,000 which represented the termination fee negotiated with the licensee of the Company’s technology. In 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 $41,216 in the years ended June 30, 2020 and 2019 respectively.
NOTE 6 - LOANS
Loans in the Company’s balance sheets are made up of:
1. The Company has an unsecured loan from a third party with balance outstanding at June 30, 2020 of $20,335 (June 30, 2019 $30,170). Interest is calculated at a rate of 20% per annum with interest of $5,165 and $7,443 taken up in the years ended June 30, 2020 and 2019 respectively. The Company is making principal and interest payments for the loan when funds are available.
F-11
AS-IP TECH, INC.
NOTES TO FINANCIAL STATEMENTS
2. The Company has outstanding unsecured loans totaling $70,295 from shareholders at June 30, 2020 and 2019. The terms of the loans provide that if they are not repaid by the loan anniversary (December 31 each year), the Company will issue 16,667 shares of common stock for each $5,000 of the loan outstanding in lieu of interest. At June 30, 2020 and 2019, the Company had accumulated interest on the loans of $12,901 and $8,425 calculated at the Company’s prevailing share price. The interest will be converted, in due course, by the issue of shares of common stock.
3. In 2018, the Company issued Convertible Notes which totaled $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, payable monthly in arrears
-Conversion price: $0.03 per share.
-Maturity date: December 1, 2020. Management are in discussion with the note holders to extend the term for a further three years.
A second convertible note issue for $270,000, on the following terms:
-Interest rate: 20% per annum, payable monthly in arrears
-Conversion price: $0.05 per share
-Maturity date: December 1, 2020. Management are in discussion with the note holders to extend the term for a further three years.
In return for providing the funding, 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.
NOTE 7 - SIGNIFICANT SUBSEQUENT EVENTS
Since June 30, 2020, the Company has continued to raise capital to fund its operations through the sale of shares, and has received a total of $450,787 up to the date of this report.
NOTE 8 - RISKS & UNCERTAINTIES
Impact from the New Coronavirus Global Pandemic (“COVID-19”) - The current outbreak of COVID-19 could 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.
F-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:
|
Richard Lukso
|
Chairman and Director
|
Ronald J. Chapman
|
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 four directors of the Company. The Bylaws permit the Board of Directors to fill any vacancy and such director may serve until the next annual meeting of shareholders or until his successor is elected and qualified. Officers serve at the discretion of the Board of Directors.
The principal occupation and business experience for each officer and director of the Company, for at least the last five years are as follows:
RICHARD LUKSO, 87, is the Chairman and Director of the Company. Mr Lukso commenced his career in aviation in 1953 at USMC in the Marine Air Wing. His career has included senior executive positions with Lear Inc., Garrett AiResearch and Learjet. In 1988, Mr Lukso joined Securaplane Technologies Inc. as President and General Manager and co-owner. The company grew from 5 employees and one product to 100 employees and five innovative products serving airlines and general aviation. In 2000, Mr Lukso sold Securaplane Technologies Inc. to Danaher Corporation.
RONALD J. CHAPMAN, 68, 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, 75, 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, 69, has been a director of the Company since its inception. From 1992 to the present, Mr. Shiels has operated Shiels & Co., Victoria, Australia, a private consulting practice providing management and corporate advisory services. Shiels & Co. has served as a consultant to AS-IP Tech, Inc. since inception. Mr. Shiels received a Bachelor of Business (Accountancy) Degree from the RMIT University in 1976 and has been a Member of Chartered Accountants Australia & New Zealand since 1978.
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 four directors.
13
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 2019 and 2020. 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, 2020:
SUMMARY COMPENSATION TABLE
NAME AND
PRINCIPAL POSITION
|
FISCAL
YEAR
|
ANNUAL
SALARY
|
COMPENSATION
BONUS/AWARDS
|
OTHER
COMPENSATION
ALL OTHER
|
Richard Lukso,
Chairman
|
2020
2019
|
-
-
|
-
-
|
$ -
$ -
|
Ronald Chapman,
President
|
2020
2019
|
-
-
|
-
-
|
$ 96,000(1)
$ 96,000(1)
|
Philip Shiels,
Chief Financial Officer
|
2020
2019
|
-
-
|
-
-
|
$ 82,600(2)
$ 93,900(2)
|
Graham Chappell,
Director
|
2020
2019
|
-
-
|
-
-
|
$ -
$ -
|
(1) Marketing fee, paid or accrued
(2) Officers management fee, paid or accrued
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)
President and director
1 Bass Drive,
Torquay, Vic., 3228
Australia
|
12,757,951
|
5.3%
|
Graham O. Chappell (3)
Director
5 Marine Parade, Suite 2
St. Kilda, Vic., 3148,
Australia
|
3,271,406
|
1.4%
|
Philip A. Shiels (4)
Chief Financial Officer and director
88 Elgin Street
Hawthorn, Vic., 3122
Australia
|
18,448,522
|
7.7%
|
Richard Lukso (5)
Director
4331 E Haven Ln
Tucson, AZ, 85712
|
2,640,000
|
1.1%
|
Eric P. van der Griend (6)
100 Barkly St
St Kilda, Vic., 3182
Australia
|
14,157,639
|
5.9%
|
14
Name, Position and Address
|
Shares of Common
Stock Beneficially
Owned
|
Percentage of
Shares Owned
|
David & Beverly Chalmers (7)
10 Breaker Court
Ocean Grove Vic., 3226
Australia
|
13,320,354
|
5.5%
|
Reginald Edward Gleeson (8)
57 Black St.
Brighton Vic., 3186
Australia
|
15,644,030
|
6.5%
|
Roman Lohyn (9)
5 Rothesay Avenue
Brighton Vic., 3186
Australia
|
24,483,338
|
10.1%
|
All the officers and directors
as a group (4 persons)
|
37,117,879
|
15.4%
|
(1) Assumes 240,893,414 shares of Common Stock issued and outstanding.
(2) Ronald J. Chapman, President and a director of the Company, owns 125,006 shares directly. Mr Chapman is the managing director (president) and majority shareholder of Chapman International Pty. Ltd. holds 450,000 shares and is the controlling shareholder of ASIT Australia through which Mr. Chapman is the beneficial owner of 51,190 Shares. Mr. Chapman holds the power of attorney for the trustee of the Research No.1 Trust which holds 9,631,755 Shares. Mr. Chapman is a trustee and a beneficiary of the Madanosaj Superannuation Fund which holds 2,500,000 shares.
(3) Graham O. Chappell, a director of the Company, is the managing director (president) and sole shareholder of Chappell Salikin Weil Associates Pty. Ltd. and is considered the beneficial owner of the 788,006 Shares. Mr. Chappell is the sole shareholder of International Aviation Services Pty. Ltd. which owns 43,400 shares of which Mr. Chappell is considered the beneficial owner. Mr. Chappell is a trustee and a beneficiary of the Chappell Salikin Weil Associates Pty. Ltd. Staff Superannuation Fund which holds 2,240,000 shares.
(4) Philip A. Shiels, Chief Financial Officer and a director of the Company, holds the power of attorney for the trustee of the Research No. 2 Trust which holds 3,198,522 Shares. Mr. Shiels is a trustee and a beneficiary of the Shiels Superannuation Fund which holds 8,250,000 shares. Mr. Shiels is a trustee and a beneficiary of The Shiels Trust which holds 7,000,000 shares.
(5) Richard Lukso, Chairman and a director of the Company, holds 1,140,000 shares directly and is the beneficial owner of 1,500,000 shares held by the Lukso Family Trust DTD 4/29/97.
(6) Eric P. van der Griend is a director and shareholder of Ocean View Investment Pty. Ltd. which owns 13,888,889 shares and a director and shareholder of Swiss Time Australia Pty. Ltd. which owns 268,750 shares. Mr. van der Griend is considered the beneficial owner of 14,157,639 shares.
(7) David and Beverly Chalmers are trustees of the Broben Superannuation Fund which holds 13,230,354 shares.
(8) Reginald Edward Gleeson is a trustee of Regsher Pty. Ltd. Superannuation Fund which owns 15,644,030 shares.
(9) Roman Lohyn is a trustee of Mostyn Superannuation Fund which owns 23,133,338 shares, a director of Roman Lohyn Pty. Ltd. which owns 1,000,000 shares and a director of Sorcerer Pty. Ltd. which owns 350,000 cheers.
15
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, 2020, received a monthly retainer plus outgoings.
Chapman International Pty. Ltd., of which Ron Chapman is a director and shareholder, was paid marketing and engineering service fees during the year ended June 30, 2020.
Shiels and Co., of which Philip Shiels is the principal, was paid management fees during the year ended June 30, 2020.
BizjetMobile LLC, the North and South American distributor for BizjetMobile services and systems, is 50% owned by ASiQ.
The owner of Chapman Reid, 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, 2019 and June 30, 2020 were $0 and $30,000 respectively.
AUDIT-RELATED FEES
There were no fees billed for services reasonably related to the performances of the audit or review of our financial statements other than those disclosed under the caption Audit Fees for fiscal years 2019 and 2020.
TAX FEES
No fees have been paid for income tax return preparation.
ALL OTHER FEES
There were no other fees filled for services.