UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~December 3031, 2021

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ____ to _____

Commission file number 000-27881

AS-IP TECH, INC.

(Exact name of small business issuer as specified in its charter)

Delaware	52-2101695
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

2/1 Contour Close

Research, Victoria, 3095, Australia

(Address of principal executive officers)

+1 424-888-2212

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~November~~February 1211, ~~2021~~2022, there were 264,278,157 outstanding shares of the issuer’s Common Stock, $0.0001 par value.

AS-IP TECH, INC.

FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021

PART I. FINANCIAL INFORMATION 4 ITEM 1. FINANCIAL STATEMENTS 4 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 14 ITEM 4. CONTROLS AND PROCEDURES 14 PART II. OTHER INFORMATION 1516 ITEM 1. LEGAL PROCEEDINGS 1516 ITEM 1A. RISK FACTORS 1516 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 1516 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 1516 ITEM 4. MINE SAFETY DISCLOSURES 1516 ITEM 5. OTHER INFORMATION 1516 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 1516 SIGNATURES 1617

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AS-IP TECH, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

	September 30, 2021		June 30, 2021
	December 31, 2021		June 30, 2021
	(unaudited)		(audited)
ASSETS
Current Assets
Cash	$	~~262~~350,~~834~~570	$	157,601
Total current assets		262,834		157,601
Prepaid expenses		125,856		-
Total assets	$	262,834	$	157,601
Total current assets		476,426		157,601
Total assets	$	476,426	$	157,601
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	4,~~499~~762	$	4,859
Related party payables		~~532~~516,~~696~~058		536,075
Loans		8873,~~335~~145		84,146
Due to related parties		228,811		228,811
Subscription for capital		~~290~~192,~~057~~640		-
Total current liabilities		1,~~144~~015,~~398~~416		853,891
Non-Current Liabilities
Convertible notes, net of discount	$	1,~~298~~289,~~296~~973	$	521,472
Convertible notes, related parties, net of discount		~~431~~450,~~250~~000		99,484
Total non-current liabilities		1,~~729~~739,~~546~~973		620,956
Total liabilities		2,~~873~~755,~~944~~389		1,474,847
Commitment and contingencies (Note 3)
Stockholders’ Deficit
Preferred stock $0.0001 par value; 50,000,000 shares authorized; none issued and outstanding		-		-
Common stock, $0.0001 par value, 500,000,000 authorized, and 255,149,894 and 255,149,894 were issued and outstanding as of Sept. 30, 2021 and June 30, 2021, respectively		25,515		25,515
Common stock, $0.0001 par value, 500,000,000 authorized, and 264,278,157 and 255,149,894 were issued and outstanding as of Dec. 31, 2021 and June 30, 2021, respectively		26,429		25,515
Additional paid-in capital		1213,~~852~~923,~~362~~519		12,852,362
Treasury stock - par value (50,000 shares)		(5)		(5)
Accumulated deficit		(1516,~~488~~228,~~982~~906)		(14,195,118)
Total stockholders’ deficit		(2,~~611~~278,~~110~~963)		(1,317,246)
Total liabilities and stockholders’ deficit	$	~~262~~476,~~834~~426	$	157,601

The accompanying notes are an integral part of these condensed financial statements.

AS-IP TECH, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months ended September 30, 2021		Three Months ended September 30, 2020
	Three Months ended Dec. 31, 2021		Three Months ended Dec. 31, 2020		Six Months ended Dec. 31, 2021		Six Months ended Dec. 31, 2020
Revenue
BizjetMobile revenue - related parties	$	-	$	1620,~~032~~786	$	-	$	36,818
Operating expenses
General and administrative expenses		~~146~~380,~~932~~650		~~120~~93,~~331~~526		527,674		213,857
Selling expenses		56114,~~282~~028		~~164~~54,000		170,311		218,000
Total operating expenses		~~203~~494,~~214~~678		~~284~~147,~~331~~526		697,985		431,857
Loss from operations		(~~203~~494,~~214~~678)		(~~268~~126,~~299~~740)		(697,985)		(395,039)
Other expense
Interest		65193,~~398~~109		37,~~596~~455		258,507		75,051
Interest - related party		21,~~622~~669		4,~~266~~335		43,291		8,601
Total other expense		87,020		41,862
Capital raising costs		30,375		-		30,375		-
Net loss	$	(290,234)	$	(310,161)
Total other expense		245,153		41,790		332,173		83,652
Net loss per share - (basic and diluted)	$	(0.00)	$	(0.00)
Net loss	$	(739,831)	$	(168,530)	$	(1,030,158)	$	(478,691)
Weighted average number of common shares outstanding - (basic and diluted)		255,149,894		214,950,640
Net loss per share - (basic and diluted)	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding - (basic and diluted)		261,548,271		219,449,375		258,349,083		218,189,751

The accompanying notes are an integral part of these condensed financial statements.

AS-IP TECH, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

	Common Stock
	Shares	Amount	Paid-In Capital	Subscriptions Payable	Treasury Stock	Accumulated Deficit	Stockholders’ Equity
		($)	($)	($)	($)	($)	($)
Balance, June 30, 2020	182,112,766	18,211	10,493,216	26,186	(5)	(12,824,290)	(2,286,682)
Issuance of shares for cash	32,581,499	3,258	379,831	-	-	-	383,089
Issue of shares in lieu of interest	468,642	47	11,272	-	-	-	11,319
Issue of shares for services	545,994	55	6,661	-	-	-	6,716
Issuance of shares for debt to related party	2,222,224	222	30,539	-	-	-	30,761
Issue of shares in lieu of directors fees	1,000,000	100	12,200	-	-	-	12,300
Net loss for the period	-	-	-	-	-	(310,161)	(310,161)
Balance, Sep. 30, 2020	218,931,125	21,893	10,933,720	26,186	(5)	(13,134,451)	(2,152,657)
Issuance of shares for cash	691,000	69	6840	-	-	-	6,909
Net loss for the period	-	-	-	-	-	(168,530)	(168,530)
Balance, Dec. 31, 2020	219,622,125	21,962	10,940,560	26,186	(5)	(13,302,981)	(2,314,278)
Balance, June 30, 2021	255,149,894	25,515	12,852,362	-	(5)	(14,195,118)	(1,317,246)
Adoption of ASU2020-06	-	-	-	-	-	(1,003,630)	(1,003,630)
Net loss for the period	-	-	-	-	-	(290,~~234~~327)	(290,~~234~~327)
Balance, Sep. 30, 2021	255,149,894	25,515	12,852,362	-	(5)	(15,~~488~~489,~~982~~075)	(2,611,~~110~~203)
Issuance of shares for cash	4,846,726	485	484,188	-	-	-	484,673
Issue of shares in lieu of interest	2,478,537	248	335,854	-	-	-	336,102
Issue of shares for services	225,000	23	30,353	-	-	-	30,376
Issuance of shares for services, related party	150,000	15	20,985	-	-	-	21,000
Issue of shares in lieu of directors fees	1,428,000	143	199,777	-	-	-	199,920
Net loss for the period	-	-	-	-	-	(739,831)	(739,831)
Balance, Dec. 31, 2021	264,278,157	26,429	13,923,519	-	(5)	(16,228,906)	(2,278,963)

The accompanying notes are an integral part of these condensed financial statements.

AS-IP TECH, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months ended September 30, 2021		Three Months ended September 30, 2020
	Six Months ended December 31, 2021		Six Months ended December 31, 2020
Cash flows from operating activities:
Net loss	$	(~~290~~1,~~234~~030,158)	$	(~~310~~478,~~161~~691)
Adjustments to reconcile net loss to net cash used by operating activities:
Issuance of common stock for directors fees		-199,920		12,300
Issuance of common stock for services		-30,375		6,716
Amortization of intangibles		-		10,304
Issuance of common stock for services, related parties		21,000
Amortization of intangibles		-		13,737
Changes in operating assets and liabilities
Increase (Decrease) in accounts payable		(~~360~~97)		3467,~~125~~499
Increase (Decrease) in deferred revenue		-		(1,892)
Increase (Decrease) in related party payables		15(20,~~372~~016)		~~138~~158,~~460~~796
Increase in accrued interest		6578,~~398~~586		-
Net cash used in operating activities		(209,824)		(110,148)
Increase in accrued interest, related parties		37,500		-
Increase in prepaid expenses		(125,856)		-
Net cash used in operating activities		(808,746)		(221,535)
Cash flows from investing activities:
Net cash used by investing activities		-		-
Cash flows from financing activities:
Proceeds from loans		2516,~~000~~920		36,~~471~~912
Proceeds from issuance of common stock		-		21,300
Shares issued in lieu of interest		307,482		-
Funds received pending issuance of common stock		290,057		142,620
Proceeds from issuance of common stock		484,673		28,208
Net cash provided by financing activities		315,057		167,391
Funds received pending issuance of common stock		192,640		188,688
Net Increase/(Decrease) in cash		105,233		57,243
Net cash provided by financing activities		1,001,715		223,808
Net Increase/(Decrease) in cash		192,969		2,273
Cash, beginning of period		157,601		8,958
Cash, end of period	$	~~262~~350,~~834~~570	$	6611,~~201~~231
Supplemental schedule of non-cash activities:
Cash paid for interest	$	-6,745	$	~~5,564~~-
Common stock paid for interest payable	$	336,102	$	11,319
Issuance of shares for related party payables	$	-	$	12,300
Related party payables transferred to Loans - related parties	$	-	$	375,000

The accompanying notes are an integral part of these condensed financial statements.

AS-IP TECH, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~DECEMBER 3031, 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~~six months ended ~~September~~December 3031, 2021 unaudited interim condensed financial statements (See Convertible Financial Instruments and New Accounting Pronouncements). Operating results for the three months ended ~~September~~December 3031, 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~~2021 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

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~~six months ended ~~September~~December 3031, 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~~six months ended ~~September~~December 3031, 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~~six months ended ~~September~~December 3031, 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%

~~per~~Note ~~annum~~3. AsRelated aParty ~~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.~~Transactions

As of ~~September~~December 3031, 2021 and June 30, 2021 ~~respectively~~, the Company ~~had~~has ~~“Due~~recorded toas “related ~~parties~~party payables”, of $~~228~~516,~~811~~058 and $~~228~~536,~~811~~075, ~~which~~respectively. ~~are~~A large component of the payables is advances made by ~~related~~the ~~parties~~CFO to ~~provide~~pay ~~capital~~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, 2021 and ~~outstanding~~December ~~directors~~31, ~~fees~~2020, the Company recorded Interest - related party of $2,919 and $4,355 respectively. ~~The~~In ~~amounts~~the ~~are~~six ~~non~~months ended December 31, 2021 and December 31, 2020, the Company recorded Interest -~~interest~~ ~~bearing~~related party of $5,891 and ~~unsecured~~$8,602 respectively.

InAs ~~the~~of ~~three~~December ~~months ended September 30~~31, 2021 and ~~September~~June 30, ~~2020~~2021 respectively, the Company ~~recorded~~had ~~gross~~“Due ~~revenue~~to related parties” of $0228,811 and $8228,~~001~~811 ~~from~~which ~~entities~~are ~~affiliated~~advances ~~through~~made ~~common~~by ~~stockholders~~related ~~and~~parties ~~directors~~to ~~for~~provide ~~BizjetMobile~~capital ~~system sales. In the three months ended September 30, 2021~~ and ~~September~~outstanding ~~30,~~directors ~~2020~~fees. ~~respectively,~~The ~~the~~amounts ~~Company~~are ~~recorded~~non-interest ~~gross~~bearing ~~revenue of $0~~ and ~~$8,031 from entities affiliated through common stockholders and directors for BizjetMobile service sales~~unsecured.

In the three months ended ~~September~~December 3031, 2021 and ~~September~~December 3031, 2020 respectively, the Company ~~incurred~~recorded ~~expenses~~gross revenue of ~~approximately~~ $~~24,000~~0 and $820,~~000~~786 ~~respectively~~for toBizjetMobile service sales from entities affiliated through common stockholders and directors. In the six months ended December 31, 2021 and December 31, 2020 respectively, the Company recorded gross revenue of $0 and $28,817 for ~~management~~BizjetMobile ~~expenses~~service sales and $0 and $8,001 for BizjetMobile system sales from entities affiliated through common stockholders and directors.

In the three months ended ~~September~~December 3031, 2021 and ~~September~~December 3031, 2020 respectively, the Company incurred ~~marketing~~expenses ~~expense~~ of approximately $5624,~~282~~000 and $~~164~~9,~~000~~750 respectively to entities affiliated through common stockholders and directors. ~~The~~for ~~marketing~~management ~~expense~~expenses. inIn the ~~three~~six months ended ~~September~~December 3031, ~~2020~~2021 ~~included~~and aDecember ~~fee~~31, to2020 ~~related parties of $110~~respectively,~~000~~ ~~following~~ the ~~successful negotiation for the evaluation of the~~ Company’s ~~fflya~~incurred ~~system~~expenses ~~on the UK fleet~~ of ~~Wizz~~approximately ~~Air~~$48,000 ~~This~~and ~~has~~$17,750 ~~been~~respectively ~~satisfied~~to ~~with~~entities ~~the~~affiliated ~~issue~~through ofcommon ~~11,000,000~~stockholders ~~shares~~and ofdirectors ~~the~~for ~~Company’s~~management ~~common stock~~expenses.

In the three months ended ~~September~~December 3031, 2021 and ~~September~~December 3031, 2020 respectively, the Company incurred marketing expense of $2493,331 and $54,000 to entities affiliated through common stockholders and directors. In the six months ended December 31, 2021 and December 31, 2020 respectively, the Company incurred marketing expense of $12149,614 and $219,000 to entities affiliated through common stockholders and directors. The marketing expense in the six months ended December 31, 2020 included a fee to related parties of $110,000 following the successful negotiation for ~~technical~~the ~~service~~evaluation ~~support~~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~~December 3031, 2021 and ~~September~~December 3031, 2020 respectively, the Company incurred ~~cost~~expense of ~~sales of commissions and hardware costs of~~ $030,000 and $612,~~060,~~000 to entities affiliated through common stockholders and directors for technical service support. ~~Sales~~In ~~commissions~~the ~~are~~six ~~normally~~months ~~30%~~ended ofDecember 31, 2021 and December 31, 2020 respectively, the ~~sale~~Company ~~price~~incurred expense of ~~services~~$54,000 orand ~~systems~~$24,000 ~~but~~to ~~are~~entities ~~negotiable~~affiliated onthrough acommon ~~case~~stockholders byand ~~case~~directors ~~basis~~for technical service support.

In the three months ended ~~September~~December 3031, 2021 and ~~September~~December 3031, 2020 respectively, the Company incurred engineering service costs of $44,~~958~~342 and $1821,~~000~~722 to entities affiliated through common stockholders and directors, on normal commercial terms in the course of the Company’s normal business. In the six months ended December 31, 2021 and December 31, 2020 respectively, the Company incurred engineering service costs of $89,301 and $39,722 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~~December 3031, 2021, the Company had 500,000,000 shares of authorized common stock, $0.0001 par value, with ~~255~~264,~~149~~278,~~894~~157 shares issued and outstanding, and 50,000 shares in treasury. Treasury shares are accounted for by the par value method.

As of ~~September~~December 3031, 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.~~

During the six month period ended December 31, 2021, the Company received subscriptions for capital of $677,313, for which it has and will issued 6,773,125 shares of common stock at $0.10 per share. In the six month period ended December 31, 2021, the Company issued 2,478,537 shares in lieu of interest totalling $336,102, 225,000 shares for services of $30,376, 150,000 shares for services - related parties of $21,000 and 1,428,000 shares in lieu of 2 years directors fees totalling $199,920.

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~~December 3031, 2021 of $3133,~~542~~145 (June 30, 2021 $30,016). Interest is calculated at a rate of 20% per annum with interest of $1,~~526~~603 and $~~971~~830 taken up in the three months ended December 31, 2021 and 2020 respectively and $3,129 and $1,801 taken up in the six months ended December 31, 2021 and 2020 respectively. The Company makes principal and interest payments for the loan when funds are available.

The Company has outstanding unsecured loans from shareholders totalling $10,000 at December 31, 2021 and $70,295 at June 30, 2021. Effective July 1, 2021, shareholders with $60,295 of the loans agreed to change their loans to convertible notes as detailed below. 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. Interest of $1,125 and $6,250 taken up in the three months ended December 31, 2021 and 2020 respectively and $2,663 and $12,500 taken up in the six months ended December 31, 2021 and 2020 respectively.

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~~739,~~546~~973 and $1,~~658~~624,~~713~~587 as of ~~September~~December 3031, 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~~December 3031, 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~~December 3031, 2021 and June 30, 2021 are summarized below:

Details	Maturity Date	Balance at ~~Sept~~Dec. 3031, 2021	Balance at June 30, 2021
20% Convertible Notes totalling $337,500 plus accrued interest	Dec. 31,2023	$~~568~~597,~~145~~034	$540,653
20% Convertible Notes totalling $247,500 plus accrued interest	Dec. 31,2023	~~284~~247,~~250~~500	271,875
20% Convertible Notes totalling $22,500 plus accrued interest	At call	3530,~~250~~000	34,125
20% Convertible Notes totalling $200,000 plus accrued interest	Dec. 31,2023	~~223~~235,~~766~~144	212,939
20% Convertible Notes totalling $125,000 plus accrued interest	Dec. 31,2023	~~132~~125,~~576~~000	126,326
20% Related party Convertible Notes totalling $375,000 plus accrued interest	Dec. 31,2023	~~431~~450,~~250~~000	412,500
20% Convertible Notes totalling $60,295 plus accrued interest	Dec. 31,2023	6360,~~310~~295	60,295
20% Convertible Notes totalling $25,000 plus accrued interest	Dec. 31,2023	2625,~~250~~000	0
Total convertible notes		1,~~764~~739,~~797~~973	1,658,713
Less Unamortized discounts		0	(1,003,630)
Net convertible notes		$1,~~764~~739,~~797~~973	$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.

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~~six months ended ~~September~~December 3031, 2021.

Note 6. Subsequent Events

~~Subsequent~~There tohave ~~September~~not ~~30,~~been ~~2021,~~any ~~the~~significant ~~Company~~events ~~has~~since ~~received~~balance ~~cash~~date, ofDecember ~~$300~~31,~~867~~ as2021 ~~subscriptions~~until ~~for~~the ~~capital~~date ~~and~~of ~~for~~this ~~which it has or will issue 3,008,670 shares~~report.

There have not been any other significant events since balance date, September 30, 2021 until the date of this report.

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~~six months ended ~~September~~December 3031, 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~~As ~~Company~~previously ~~has~~advised, ~~continued investing in~~ the ~~development~~Company’s ~~and~~arrangements ~~marketing~~with ofBizjetMobile ~~the~~are ~~airline~~being ~~versions~~re-negotiated, ~~of its fflya~~ and ~~CrewX~~as ~~technology. As~~ a result, ~~the~~ ~~Company~~no revenue has ~~recently completed flight trials and~~ been ~~working~~taken ~~with~~up ~~Wizz~~in ~~Air,~~the ~~installing~~current afinancial ~~system on an A321 and is now progressing to passenger trials~~year.

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 been working with Wizz Air and has completed passenger trials as planned, on an A321. The Company is now in commercial negotiations with Wizz Air.

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~~DECEMBER 3031, 2021 COMPARED TO THREE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2020

In the three months period ended ~~September~~December 3031, 2021, the Company recorded revenue of $0, compared to revenue of $1620,~~032~~786 in the corresponding three-month period ended ~~September~~December 3031, 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~~494,~~214~~678 in the three months ended ~~September~~December 3031, 2021 and $~~284~~147,~~331~~526 in the three months ended ~~September~~December 3031, 2020. Main components are engineering and marketing expenses and directors fees for two years. In the three months ended ~~September~~December 3031, 2021, the Company recorded an operating loss of $~~203~~ 494,~~214~~678 compared to an Operating Loss of $~~268~~126,~~299~~740 in the three months ended ~~September~~December 3031, 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 and capital raising costs of $87245,~~020~~153 ~~and~~in the three months ended December 31, 2021, compared to interest cost of $41,~~862~~790 in the three months ended ~~September~~December 3031, ~~2021 and~~ 2020 ~~respectively~~. This resulted in Net Losses of $~~290~~739,~~234~~831 and $~~310~~168,~~161~~530 in the three months ended ~~September~~December 3031, 2021 and 2020 respectively.

SIX MONTHS ENDED DECEMBER 31, 2021 COMPARED TO SIX MONTHS ENDED DECEMBER 31, 2020

In the six month period ended December 31, 2021, the Company recorded revenue of $0, compared to revenue of $36,818 in the corresponding six month period ended December 31, 2020, as there were no system sales due to the impending release 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 $697,985 in the six months ended December 31, 2021 and $431,857 in the six months ended December 31, 2020. Main components are engineering and marketing expenses expenses and directors fees for two years. In the six months ended December 31, 2021, the Company recorded an operating loss of $ 697,985 compared to an Operating Loss of $ 395,039 in the six months ended December 31, 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 and capital raising costs of $332,173 and $83,652 in the six months ended December 31, 2021 and 2020 respectively. This resulted in Net Losses of $1,030,158 and $478,691 in the six months ended December 31, 2021 and 2020 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 $~~262~~350,~~834~~570 at ~~September~~December 3031, 2021 and $157,601 at June 30, 2021.

The Company reported revenue of $0 in the ~~three~~six months ended ~~September~~December 3031, 2021 compared to $1636,~~032~~818 in the ~~three~~six month period ended ~~September~~December 3031, 2020. The Company incurred a loss of $~~290~~ 697,~~234~~985 from operating activities for the ~~three~~six months to ~~September~~December 3031, 2021, compared to a loss of $~~310~~395,~~161~~039 from operating activities for the ~~three~~six months to ~~September~~December 3031, 2020. Net cash used in operating activities for the ~~three~~six months ended ~~September~~December 3031, 2021 was $~~209~~808,~~824~~746 compared to $~~110~~221,~~148~~535 during the ~~three~~six months ended ~~September~~December 3031, 2020. Operating cash requirement in the ~~three~~six months ended ~~September~~December 3031, 2021 ~~was~~ increased mainly through ~~increased~~higher ~~audit~~marketing, ~~management,~~ engineering and technical support costs.

The cash flow of the Company from financing activities for the ~~three~~six months ended ~~September~~December 3031, 2021 was $~~315~~1,~~057~~001,715 as a result of funds received ~~pending~~for ~~issue of~~ common stock and increased loans. In the ~~three~~six months ended ~~September~~December 3031, 2020, the cash flow from financing activities was $~~167~~223,~~391~~808 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.

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 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.

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 ~~September~~December 3031, 2021. Based on that evaluation, our management concluded that no change occurred in the Company’s internal controls over financial reporting during the quarter ended ~~September~~December 3031, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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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 ~~September~~December 3031, 2021, the Company ~~did~~issued 4,846,726 shares of common stock valued at $484,673 for cash that were not ~~issue~~registered ~~any~~under ~~shares~~the Securities Act of ~~common~~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

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 ~~September~~December 3031, 2021:

On August 9, 2021, the Company announced that Mr Richard Lukso had retired as Chairman of the Company’s Board of Directors, effective July 1, 2021, and that Mr Ron Chapman, the Company’s President, will assume the role as Chairman, as well as his current roleNone.

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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	~~November~~February 1211, ~~2021~~2022
Ronald J. Chapman
By: /s/ Philip A. Shiels	Director	~~November~~February 1211, ~~2021~~2022
Philip A. Shiels
By: /s/ Graham O. Chappell	Director	~~November~~February 1211, ~~2021~~2022
Graham O. Chappell

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Filing Compare · AS-IP TECH INC