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AS-IP TECH, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Six Months Ended
December 31,
|
|
2022
|
|
2021
|
|
|
|
|
|
|
Cash flows from
operating activities:
|
|
|
|
|
Net
loss
|
$
|
(530,108)
|
|
$
|
(1,030,158)
|
|
Adjustments to reconcile net loss to net cash used by operating
activities:
|
|
|
|
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
Issuance of common stock for directors fees
|
|
-
|
|
|
199,920
|
|
Issuance of common stock for services
|
|
-
|
|
|
30,375
|
|
Issuance of common stock for services, related parties
|
|
-
|
|
|
21,000
|
|
Increase (Decrease) in accounts payable
|
|
22,237
|
|
|
(97)
|
|
Increase (Decrease) in related party payables
|
|
149,215
|
|
|
(20,016)
|
|
Increase (Decrease) in related party accrued interest
|
|
37,500
|
|
|
37,500
|
|
Increase in accrued interest
|
|
102,355
|
|
|
78,586
|
|
Increase in prepaid expenses
|
|
-
|
|
|
(125,856)
|
|
Net
cash used in operating activities
|
|
(218,801)
|
|
|
(808,746)
|
|
|
|
|
|
|
|
|
Cash flows from
investing activities:
|
|
|
|
|
|
|
Net
cash used by investing activities
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
Cash flows from
financing activities:
|
|
|
|
|
|
|
Proceeds from loans
|
|
-
|
|
|
16,920
|
|
Shares issued in lieu of interest
|
|
-
|
|
|
307,482
|
|
Proceeds from issuance of common stock
|
|
97,112
|
|
|
484,673
|
|
Funds received pending issuance of common stock
|
|
30,971
|
|
|
192,640
|
|
Net
cash provided by financing activities
|
|
128,083
|
|
|
1,001,715
|
|
|
|
|
|
|
|
|
Net
Increase/(Decrease) in cash
|
|
(90,718)
|
|
|
192,969
|
|
Cash,
beginning of period
|
|
108,098
|
|
|
157,601
|
|
Cash,
end of period
|
$
|
17,380
|
|
$
|
350,570
|
|
|
|
|
|
|
|
|
Supplemental schedule
of non-cash activities:
|
|
|
|
|
|
|
Cash
paid for interest
|
$
|
563
|
|
$
|
6,745
|
|
Common stock paid for interest payable
|
$
|
-
|
|
$
|
336,102
|
The
accompanying notes are an integral part of these condensed
financial statements.
7
AS-IP TECH, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2022
(UNAUDITED)
Note 1.
Organization, Business and Summary of Significant Accounting
Policies
Organization and
Description of Business
AS-IP Tech, Inc. (the
“Company”) was formed on April 29, 1998 as a Delaware
corporation.
The Company’s
technology comprises two product lines called BizjetMobile and
fflya. The products deliver inflight connectivity for business
aviation and commercial airlines respectively. The Company receives
revenue share from sales by distributors of products and serviced
developed from its intellectual property.
Basis of
Presentation
The accompanying
unaudited interim condensed financial statements have been prepared
in accordance with generally accepted accounting principles in the
United States for interim financial information and in accordance
with the instructions to Form 10-Q and Article 8 of Regulation S-X.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation
have been included. The Company has early adopted ASU2020-06 on its
twelve months ended June 30, 2022 unaudited interim condensed
financial statements (See Convertible Financial Instruments and New
Accounting Pronouncements). Operating results for the six months
ended December 31, 2022 are not necessarily indicative of the
results that may be expected for the year ending June 30, 2023.
Notes to the unaudited interim condensed financial statements that
would substantially duplicate the disclosures contained in the
audited financial statements for fiscal year 2022 have been
omitted. This report should be read in conjunction with the audited
financial statements and the footnotes thereto for the fiscal year
ended June 30, 2022 included in the Company’s Form 10-K as filed
with the Securities and Exchange Commission on October 12,
2022.
The functional
currency of the Company is the United States dollar. The unaudited
condensed financial statements are expressed in United States
dollars. It is management’s opinion that any material adjustments
(consisting of normal recurring adjustments) have been made which
are necessary for a fair financial statement presentation. The
results for the interim period are not necessarily indicative of
the results to be expected for the year.
For further
information, refer to the financial statements and footnotes
included in the Company’s Form 10-K for the year ended June 30,
2022.
Use of
Estimates
The preparation of
financial statements in conformity with GAAP requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.
Such estimates and
assumptions impact, among others, the collectability of accounts
receivables, valuation allowance for deferred tax assets due to
continuing and expected future losses, and share-based
payments.
Making estimates
requires management to exercise significant judgment. It is at
least reasonably possible that the estimate of the effect of a
condition, situation or set of circumstances that existed at the
date of the financial statements, which management considered in
formulating its estimate could change in the near term due to one
or more future confirming events. Accordingly, the actual results
could differ significantly from estimates.
New Accounting
Pronouncements
In August 2020, the
FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with
“Conversion and Other Options” and ASC subtopic 815-40
“Hedging-Contracts in Entity’s Own Equity”. The standard reduced
the number of accounting models for convertible debt instruments
and convertible preferred stock. Convertible instruments that
continue to be subject to separation models are (1) those with
embedded conversion features that are not clearly and closely
related to the host contract, that meet the definition of a
derivative, and that do not qualify for a scope
8
exception from
derivative accounting; and, (2) convertible debt instruments issued
with substantial premiums for which the premiums are recorded as
paid-in capital. ASU2020-06 removes from U.S. GAAP the separation
models for (1) convertible debt with a cash conversion feature
(“CCF”) and (2) convertible instruments with a beneficial
conversion feature (“BCF”). With the adoption of ASU2020-06,
entities will not separately present in equity an embedded
conversion feature these debts. The amendments in this update are
effective for fiscal years beginning after December 15, 2021,
including interim periods within those fiscal years. Early adoption
is permitted, but no earlier than fiscal years beginning after
December 15, 2020, including interim periods within those fiscal
years. The Company has chosen to early adopt this standard on its
year ended June 30, 2022 financial statements and did not record
BCF on the issuance of convertible notes with conversion rate below
the Company’s market stock price on the date of note issuance.
The Company has
evaluated other recent accounting pronouncements and believes that
none of them have a material effect on the Company’s financial
statements.
Note 2. Going
Concern
The accompanying
unaudited condensed financial statements have been prepared on a
going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business. As shown in the accompanying financial statements, the
Company has recurring operating losses, limited funds and has
accumulated deficits. These factors raised substantial doubt about
the Company’s ability to continue as a going concern.
The Company may raise
additional capital by the sale of its equity securities, through an
offering of debt securities, or from borrowing from a financial
institution. The Company does not have a policy on the amount of
borrowing or debt that the Company can incur. Management believes
that actions presently being taken to obtain additional funding
provides the additional opportunity for the Company to continue as
a going concern for the next twelve months after these financial
statements are issued. However, there is no assurance of additional
funding being available or on acceptable terms, if at all. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets or the amounts
of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.
Note 3. Related
Party Transactions
As of December 31,
2022 and June 30, 2022, the Company has recorded as “related party
payables”, $862,964 and $484,938, respectively. A component of the
payables is advances made by the CFO to pay for operating expenses.
From July 1, 2016, interest has accrued on amounts due to the CFO
calculated quarterly at a rate of 6.5% per annum. As a result, in
the three months ended December 31, 2022 and December 31, 2021, the
Company recorded Interest - related party of $3,113 and $2,919
respectively. In the six months ended December 31, 2022 and
December 31, 2021, the Company recorded Interest - related party of
$6,176 and $5,791 respectively. The increase of “Related party
payables” at December 31, 2022 is due to the transfer of an amount
of $228,811, previously categorised as “Due to related parties” to
“Related party payables”. As a result, as at December 31, 2022 and
June 30, 2022 respectively, the Company had “Due to related
parties” of $0 and $228,811.
In the three months
ended December 31, 2022 and December 31, 2021 respectively, the
Company recorded commission revenue of $29,982 and $0 from the
BizjetMobile licensee, an entity affiliated through common
stockholders and directors. In the six months ended December 31,
2022 and December 31, 2021 respectively, the Company recorded
commission revenue of $53,876 and $0 from the BizjetMobile
licensee.
In the three months
ended December 31, 2022 and December 31, 2021 respectively, the
Company incurred expenses of approximately $24,000 and $24,000
respectively to entities affiliated through common stockholders and
directors for management expenses. In the six months ended December
31, 2022 and December 31, 2021 respectively, the Company incurred
expenses of approximately $48,000 and $48,000 respectively to
entities affiliated through common stockholders and directors for
management expenses.
In the three months
ended December 31, 2022 and December 31, 2021 respectively, the
Company incurred marketing expense of $57,000 and $89,786 to
entities affiliated through common stockholders and directors. In
the
9
six months ended
December 31, 2022 and December 31, 2021 respectively, the Company
incurred marketing expense of $114,000 and $149,614 to entities
affiliated through common stockholders and directors.
In the three months
ended December 31, 2022 and December 31, 2021 respectively, the
Company incurred expense of $45,000 and $30,000 to entities
affiliated through common stockholders and directors for program
service support. In the six months ended December 31, 2022 and
December 31, 2021 respectively, the Company incurred expense of
$100,000 and $54,000 to entities affiliated through common
stockholders and directors for program service support.
In the three months
ended December 31, 2022 and December 31, 2021 respectively, the
Company incurred engineering service costs of $40,030 and $44,342
to entities affiliated through common stockholders, on normal
commercial terms in the course of the Company’s normal business. In
the six months ended December 31, 2022 and December 31, 2021
respectively, the Company incurred engineering service costs of
$81,950 and $89,301 to entities affiliated through common
stockholders, on commercial terms in the course of the Company’s
normal business.
Note 4.
Stockholders’ Deficit
As of December 31,
2022, the Company had 500,000,000 shares of authorized common
stock, $0.0001 par value, with 280,208,353 shares issued and
outstanding, and 50,000 shares in treasury. Treasury shares are
accounted for by the par value method.
As of December 31,
2022, the Company had 50,000,000 shares of authorized preferred
stock, $0.0001 par value, with no shares issued and
outstanding.
During the six month
period ended December 31, 2022, the Company received subscriptions
for capital of $128,083, and together with the subscriptions for
capital outstanding as of June 30, 2022 of $1,196, has issued
209,280 shares of common stock at $0.10 per share, 277,800 shares
of common stock at $0.09 per share, 1,023,700 shares of common
stock at $0.05 per share, and will issue a further 643,740 shares
of common stock at $0.05 per share from the Subscriptions for
capital account.
Note 5.
Loans
Loans in the
Company’s balance sheet are made up of:
Unsecured loans
The Company has an
unsecured loan from a third party with balance outstanding at
December 31, 2022 of $40,417 (June 30, 2022 $36,601). Interest is
calculated at a rate of 20% per annum with interest of $1,955 and
$1,604 taken up in the three months ended December 31, 2022 and
2021 respectively and $3,816 and $3,130 in the six months ended
December 31, 2022 and 2021 respectively. The Company makes
principal and interest payments for the loan when funds are
available.
The Company has an
outstanding unsecured loan from a shareholder totalling $11,583 at
December 31, 2022 and $10,000 at June 30, 2022. The terms of the
loan provides that if it is not repaid by the loan anniversary
(December 31 each year), the Company will issue 33,334 shares of
common stock in lieu of interest. Interest of $1,583 and $2,250 was
taken up in the six months ended December 31, 2022 and 2021 based
on the share price on balance dates.
Convertible
notes
The Company has
convertible notes totalling $1,672,041 and $1,537,585 as of
December 31, 2022, and June 30, 2022 respectively. The holders of
the convertible notes have the right of conversion from the date of
issuance.
10
Convertible notes
outstanding as of December 31, 2022 and June 30, 2022 are
summarized below:
|
Details
|
Maturity
Date
|
Balance at
Dec. 31,
2022
|
Balance at
June 30,
2022
|
|
20% Convertible Notes
totalling $337,500 plus accrued interest
|
Dec. 31,2023
|
$728,045
|
$659,293
|
|
20% Convertible Notes
totalling $22,500 plus accrued interest
|
At
call
|
32,252
|
31,126
|
|
20% Convertible Notes
totalling $200,000 plus accrued interest
|
Dec. 31,2023
|
286,744
|
259,666
|
|
20% Related Party
Convertible Notes totalling $375,000 plus accrued interest
|
Dec. 31,2023
|
525,000
|
487,500
|
|
0% Convertible Notes
totalling $100,000
|
Dec. 31,2023
|
100,000
|
100,000
|
|
Total convertible
notes
|
|
1,672,041
|
1,537,585
|
In 2018, the Company
issued Convertible Notes which totalled $607,500, to fund the
development of its fflya systems. Two issues were made as
follows:
The first convertible
note for $337,500. Terms of the issue are:
-Interest
rate: 20% per annum.
-Conversion
price: $0.03 per share.
-Maturity
date: December 1, 2020, which has now been extended to December 31,
2023, conditional on the holders advancing an additional $200,000
on terms set out under 4 below, and outstanding interest to be
compounded.
In July 2021, related
party contractors agreed to accept convertible notes totalling
$375,000 to reduce the debts they are owed, as follows:
-Interest
rate: 20% per annum, payable monthly in arrears in shares
-Conversion
price: $0.015 per share
-Maturity
date: December 31, 2023
Two convertible notes
for $200,000. Terms of the issue are:
-Interest
rate: 20% per annum.
-Conversion
price: $0.015 per share.
-Maturity
date: December 1, 2023, and outstanding interest to be
compounded.
In June 2022,
$100,000 of related party debt was switched to two Convertible
Notes, as follows:
-Interest
rate: 0% per annum
-Conversion
price: $0.015 per share
-Maturity
date: December 31, 2023
Note 6. Subsequent
Events
On October 27, 2022
the Company issued a Form 8-K to announce that as noted in the June
30, 2022 10-K, it had renegotiated the terms of arrangements with
ASiQ Pty. Ltd., the original developers of the Company’s
BizjetMobile technology and the airline version of the technology
designated fflya.
Subsequent to
December 31, 2022, the Company has received cash of $120,000 as
Subscription for capital and for which it will issue 2,400,000
shares of common stock at $0.05 per share.
11
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This quarterly report
on Form 10-Q includes “forward-looking statements” as defined by
the Securities and Exchange Commission. These statements may
involve known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements to be
materially different from future results, performance or
achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve
assumptions and describe future plans, strategies and expectations,
are generally identifiable by use of the words “may,” “will,”
“could”, “should,” “expect,” “anticipate,” “estimate,” “believe,”
“intend” or “project” or the negative of these words or other
variations on these words or comparable terminology. These
forward-looking statements are based on assumptions that may be
incorrect. Actual results could differ materially from those
expressed or implied by the forward-looking statements as a result
of various factors. The company undertakes no obligation to
update publicly any forward-looking statements for any reason, even
if new information becomes available or other events occur in the
future.
The following
discussion should be read in conjunction with the Company’s Form
10-K for the fiscal year ended June 30, 2022.
OVERVIEW
The Company’s
inflight connectivity technology is targeted at two distinct
markets. BizjetMobile and CrewX are designed for business jets and
has been sold in North America, Europe and the Middle East. The
Company’s fflya system is designed for, and marketed to, low-cost
airlines in Europe and Asia. Further details of BizjetMobile and
fflya are included in the Form10-K for the year ended June 30,
2022.
As noted above, the
Company’s arrangements in regard to BizjetMobile have been
re-negotiated and as a result, revenue has re-commenced in the six
months ended December 31, 2022.
The Company has
continued investing in the development and marketing of the airline
versions of its fflya and CrewX technology. As previously noted,
the Company has secured its launch fleet, Wizz Air Hungary Airlines
Limited, to provide its fflya system for 19 of its United Kingdom
based A320 and A321 aircraft for a minimum three years under a
previously agreed revenue sharing arrangement.
RESULTS OF
OPERATIONS
THREE MONTHS ENDED
DECEMBER 31, 2022 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2021
In the three months
period ended December 31, 2022, the Company recorded revenue of
$29,982, compared to revenue of $0 in the corresponding three-month
period ended December 31, 2021, from commissions under the new
license arrangements with ASiQ Pty. Ltd.
The Company incurred
operating costs of $205,770 in the three months ended December 31,
2022 and $494,678 in the three months ended December 31, 2021. Main
components are engineering, installation, technical support and
marketing expenses. In the three months ended December 31, 2022,
the Company recorded an Operating Loss of $175,788 compared to an
Operating Loss of $494,678 in the three months ended December 31,
2021.
The development and
marketing costs have been funded in part through interest bearing
convertible notes. As a result, the Company’s Other Expenses,
included interest of $74,797 in the three months ended December 31,
2022, compared to interest cost of $214,778 in the three months
ended December 31, 2021. The decreased expense was a result of some
of the convertible notes being replaced with shares of the
Company’s common stock, effective June 30, 2022. After interest
costs, the Company recorded a Net Losses of $250,585 and $739,831
in the three months ended December 31, 2022 and 2021
respectively.
12
SIX MONTHS ENDED
DECEMBER 31, 2022 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2021
In the six months
period ended December 31, 2022, the Company recorded revenue of
$53,876, compared to revenue of $0 in the corresponding six-month
period ended December 31, 2021, as the Company received the first
commissions under the new license arrangements with ASiQ Pty.
Ltd.
The Company incurred
operating costs of $436,827 in the six months ended December 31,
2022 and $697,985 in the six months ended December 31, 2021. Main
components are engineering, installation, technical support and
marketing expenses. In the six months ended December 31, 2022, the
Company recorded an Operating Loss of $382,951 compared to an
Operating Loss of $697,985 in the six months ended December 31,
2021.
The development and
marketing costs have been funded in part through interest bearing
convertible notes. As a result, the Company’s Other Expenses,
included interest of $147,157 in the six months ended December 31,
2022, compared to interest cost of $301,798 in the six months ended
December 31, 2021. The decreased expense was a result of some of
the convertible notes being replaced with shares of the Company’s
common stock, effective June 30, 2022. After interest costs, the
Company recorded a Net Losses of $530,108 and $1,030,158 in the six
months ended December 31, 2022 and 2021 respectively.
LIQUIDITY AND
CAPITAL RESOURCES
The Company’s primary
sources of liquidity are cash received from issue of common stock
and accounts payable for expenses incurred with related parties.
Without the continuation of these sources of funding, as stated in
Note 2 above, the Company’s ability to continue as a going concern
is in substantial doubt. This will continue until the company is
able to generate sufficient cash flow from its operations.
The cash and cash
equivalents balance was $17,380 at December 31, 2022. The Company
reported revenue of $53,876 in the six months ended December 31,
2022 compared to $0 in the six month period ended December 31, 2021
as a result of revenue from BizjetMobile re-commencing. The Company
incurred a loss of $530,108 from operating activities for the
six months to December 31, 2022, compared to a loss of $1,030,158
from operating activities for the six months to December 31, 2021.
Net cash used in operating activities for the six months ended
December 31, 2022 was $218,801 compared to $808,746 during the six
months ended December 31, 2021. Operating cash requirement in the
six months ended December 31, 2022 decreased mainly through higher
related party payables and decreased directors fees and prepaid
expenses.
The cash flow of the
Company from financing activities for the six months ended December
31, 2022 was $128,083 as a result of funds received for issuance of
common stock. In the six months ended December 31, 2021, the cash
flow from financing activities was $1,001,715 mainly from funds
received for issuance of common stock and shares issued in lieu of
interest.
The Company may raise
additional capital by the sale of its equity securities, through an
offering of debt securities, or from borrowing from a financial
institution or other funding sources. The Company does not have a
policy on the amount of borrowing or debt that the Company can
incur. There are no guarantees on the company’s ability to raise
additional capital and hence its ability to continue as a going
concern.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS
AND PROCEDURES
(a) Evaluation of disclosure controls
and procedures.
Our management,
including the Company’s President, and the Company’s Chief
Financial Officer, have evaluated the effectiveness of the design
and operation of our disclosure controls and procedures (as defined
in Exchange Act
13
Rules 13a- 15(e) and
15d-15(e)) and internal controls over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as of the
end of the period covered by this Quarterly Report on Form
10-Q.
Based upon that
evaluation, our management concluded that our disclosure controls
and procedures as of the end of the period covered by this report
are ineffective and have material weaknesses as set out in the June
30, 2021 Form 10-K, such that the information required to be
disclosed by us in the reports filed under the Securities Exchange
Act of 1934 is (i) recorded, processed, summarized and reported
within the time periods specified in SEC’s rules and forms and (ii)
accumulated and communicated to our management to allow timely
decisions regarding disclosure. A controls system cannot provide
absolute assurance however, that the effectiveness of the controls
system are met and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud if any,
within a company have been detected.
(b) Changes in internal
controls.
The Company’s
management, including the President and Chief Financial Officer,
evaluated whether any changes in our internal controls over
financial reporting, occurred during the quarter ended December 31,
2022. Based on that evaluation, our management concluded that no
change occurred in the Company’s internal controls over financial
reporting during the quarter ended December 31, 2022 that has
materially affected, or is reasonably likely to materially affect,
the Company’s internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
None
ITEM 1A. RISK
FACTORS
The Company is a
smaller reporting company and is not required to provide this
information.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three
months ended December 31, 2022, the Company issued 1,023,700 shares
of common stock valued at $51,585 for cash that were not registered
under the Securities Act of 1933. The offer, sale and issuance of
these securities was made in reliance upon the exemption from the
registration requirements of the Securities Act provided for by
Section 4(2) thereof for transactions not involving a public
offering. Appropriate legends have been affixed to the securities
issued in these transactions. The purchasers of the securities had
adequate access, through business or other relationships, to
information about the Company. The proceeds from the share sales
have been used for the Company’s airline program and operating
costs.
ITEM 3. DEFAULTS
UPON SENIOR SECURITIES
None
ITEM 4. MINE
SAFETY DISCLOSURES
None
ITEM 5. OTHER
INFORMATION
None
14
ITEM 6. EXHIBITS
AND REPORTS ON FORM 8-K
(a) Exhibits:
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
31.1
|
|
Certification of the
President under Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley
Act of 2002)
|
|
31.2
|
|
Certification of the
Chief Financial Officer under Rule 13a-14(a) (Section 302 of the
Sarbanes-Oxley Act of 2002)
|
|
32.1
|
|
Certification
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18
U.S.C. Section 1350)
|
|
32.2
|
|
Certification
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18
U.S.C. Section 1350)
|
(b) Reports on Form
8-K was filed in the quarter ended December 31, 2022:
On 27 October 27,
2022, the Company filed a Form 8-K as follows:
The Company has been
renegotiating it’s arrangements with ASiQ Pty. Ltd. (“ASiQ”), the
original developers of the Company’s BizjetMobile technology, who
have developed the airline version of the technology, designated
“fflya”. On October 24, 2022, AS-IP Tech, Inc. (ASIP) signed a new
License Agreement with ASiQ, the terms of which are:
1.The
Company appointed ASiQ to develop, manufacture and support the
Company for the fflya program including development of customized
hardware and software, on commercial terms acceptable to the
Company and ASiQ.
2.The
Company will pay all costs incurred by ASiQ and its technical team
on behalf of the Company, relevant to the fflya program.
3.ASiQ
agreed to secure the services of Mr Ron Chapman, together with his
technical and marketing teams, for the future development and
commercialization of fflya.
4.The
Company granted ASiQ the exclusive right to develop, manufacture
and commercialize BizjetMobile, and ASiQ agreed to pay the Company
a 20% commission based on the published wholesale price of
BizjetMobile systems. For any other products created from the
Company’s intellectual property, the Company will receive a
commission based on the net revenue received by ASiQ.
5.Should
the Company be restructured, sold or its business assigned, then
the BizjetMobile and non-airline products created, developed and
distributed by ASIQ, will remain the sole unencumbered property of
ASiQ and this Agreement will be terminated.
15
SIGNATURES
In accordance with
the Exchange Act, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
AS-IP TECH,
INC.
|
SIGNATURES:
|
TITLE
|
DATE
|
|
|
|
|
|
By:
/s/ Ronald
J. Chapman
|
Director
|
February 13, 2023
|
|
Ronald J. Chapman
|
|
|
|
|
|
|
|
|
|
|
|
By:
/s/ Philip
A. Shiels
|
Director
|
February 13, 2023
|
|
Philip A. Shiels
|
|
|
|
|
|
|
|
|
|
|
|
By:
/s/ Graham
O. Chappell
|
Director
|
February 13, 2023
|
|
Graham O.
Chappell
|
|
|
16