Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Details | ||
Registrant CIK | 0001067873 | |
Fiscal Year End | --06-30 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Securities Act File Number | 000-27881 | |
Entity Registrant Name | AS-IP TECH, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-2101695 | |
Entity Address, Address Line One | 2/1 Contour Close | |
Entity Address, City or Town | Research | |
Entity Address, Postal Zip Code | 3095 | |
Entity Address, Country | AU | |
Country Region | +1 | |
City Area Code | 424 | |
Local Phone Number | 888-2212 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 266,245,923 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Jun. 30, 2021 |
Current Assets | ||
Cash | $ 134,074 | $ 157,601 |
Prepaid expenses, current | 87,891 | 0 |
Total current assets | 221,965 | 157,601 |
Total assets | 221,965 | 157,601 |
Current Liabilities | ||
Accounts payable and accrued expenses | 4,898 | 4,859 |
Related party payables | 518,924 | 536,075 |
Loans payable, current | 75,393 | 84,146 |
Due to related parties | 228,811 | 228,811 |
Subscription for capital payable | 0 | 0 |
Total current liabilities | 828,026 | 853,891 |
Non-Current Liabilities | ||
Convertible notes, net | 1,332,288 | 521,472 |
Convertible notes, net, related | 468,750 | 99,484 |
Total non-current liabilities | 1,801,038 | 620,956 |
Total liabilities | 2,629,064 | 1,474,847 |
Stockholders' Deficit | ||
Preferred stock $0.0001 par value; 50,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 500,000,000 authorized, and 266,245,923 and 255,149,894 were issued and outstanding as of Mar. 31, 2022 and June 30, 2021, respectively | 26,627 | 25,515 |
Additional paid-in capital | 14,120,304 | 12,852,362 |
Treasury stock, value | (5) | (5) |
Accumulated deficit | (16,554,025) | (14,195,118) |
Total stockholders' deficit | (2,407,099) | (1,317,246) |
Total liabilities and stockholders' deficit | $ 221,965 | $ 157,601 |
CONDENSED BALANCE SHEETS - Pare
CONDENSED BALANCE SHEETS - Parenthetical - $ / shares | Mar. 31, 2022 | Jun. 30, 2021 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Outstanding | 266,245,923 | 255,149,894 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | ||||
BizjetMobile revenue | $ 0 | $ 27,779 | $ 0 | $ 64,597 |
Operating expenses | ||||
General and administrative expenses | 127,216 | 72,691 | 658,230 | 286,547 |
Selling expenses | 63,754 | 87,000 | 230,725 | 305,000 |
Total operating expenses | 190,970 | 159,691 | 888,955 | 591,547 |
Loss from operations | (190,970) | (131,912) | (888,955) | (526,950) |
Other expense | ||||
Interest expense | 108,090 | 44,679 | 366,597 | 119,730 |
Interest expense - related party | 21,716 | 2,781 | 65,007 | 11,382 |
Capital raising costs | 4,343 | 0 | 34,718 | 0 |
Total other expense | 134,149 | 47,460 | 466,322 | 131,112 |
Net income (loss) | $ (325,119) | $ (179,372) | $ (1,355,277) | $ (658,062) |
Net loss per share - (basic and diluted) | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding - (basic and diluted) | 266,066,435 | 233,697,748 | 260,296,589 | 223,283,619 |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-in Capital | Subscriptions Stock Payable | Treasury Stock | Retained Earnings | Total |
Equity Balance at Jun. 30, 2020 | $ 18,211 | $ 10,493,216 | $ 26,186 | $ (5) | $ (12,824,290) | $ (2,286,682) |
Equity Balance, Shares at Jun. 30, 2020 | 182,112,766 | |||||
Issue of shares for cash, value | $ 3,258 | 379,831 | 0 | 0 | 0 | 383,089 |
Issue of shares for cash, shares | 32,581,499 | |||||
Issue of shares for interest, value | $ 47 | 11,272 | 0 | 0 | 0 | 11,319 |
Issue of shares for interest, shares | 468,642 | |||||
Issue of shares for services, value | $ 55 | 6,661 | 0 | 0 | 0 | 6,716 |
Issue of shares for services, shares | 545,994 | |||||
Issue of shares for debt, value | $ 222 | 30,539 | 0 | 0 | 0 | 30,761 |
Issue of shares for debt, shares | 2,222,224 | |||||
Issuance of shares in lieu of directors fees, value | $ 100 | 12,200 | 0 | 0 | 0 | 12,300 |
Issuance of shares in lieu of directors fees, shares | 1,000,000 | |||||
Net income (loss) | $ 0 | 0 | 0 | 0 | (310,161) | (310,161) |
Equity Balance at Sep. 30, 2020 | $ 21,893 | 10,933,720 | 26,186 | (5) | (13,134,451) | (2,152,657) |
Equity Balance, Shares at Sep. 30, 2020 | 218,931,125 | |||||
Equity Balance at Jun. 30, 2020 | $ 18,211 | 10,493,216 | 26,186 | (5) | (12,824,290) | (2,286,682) |
Equity Balance, Shares at Jun. 30, 2020 | 182,112,766 | |||||
Net income (loss) | (658,062) | |||||
Equity Balance at Mar. 31, 2021 | $ 24,089 | 11,186,108 | 0 | (5) | (13,482,353) | (2,272,161) |
Equity Balance, Shares at Mar. 31, 2021 | 240,893,414 | |||||
Equity Balance at Sep. 30, 2020 | $ 21,893 | 10,933,720 | 26,186 | (5) | (13,134,451) | (2,152,657) |
Equity Balance, Shares at Sep. 30, 2020 | 218,931,125 | |||||
Issue of shares for cash, value | $ 69 | 6,840 | 0 | 0 | 0 | 6,909 |
Issue of shares for cash, shares | 691,000 | |||||
Net income (loss) | $ 0 | 0 | 0 | 0 | (168,530) | (168,530) |
Equity Balance at Dec. 31, 2020 | $ 21,962 | 10,940,560 | 26,186 | (5) | (13,302,981) | (2,314,278) |
Equity Balance, Shares at Dec. 31, 2020 | 219,622,125 | |||||
Issue of shares for cash, value | $ 1,965 | 199,524 | 0 | 0 | 0 | 201,489 |
Issue of shares for cash, shares | 19,648,900 | |||||
Issue of shares for debt, value | $ 20 | 19,980 | 0 | 0 | 0 | 20,000 |
Issue of shares for debt, shares | 200,000 | |||||
Net income (loss) | $ 0 | 0 | 0 | 0 | (179,372) | (179,372) |
Equity Balance at Mar. 31, 2021 | $ 24,089 | 11,186,108 | 0 | (5) | (13,482,353) | (2,272,161) |
Equity Balance, Shares at Mar. 31, 2021 | 240,893,414 | |||||
Issuance of shares for subscriptions payable, value | $ 142 | 26,044 | (26,186) | 0 | 0 | 0 |
Issuance of shares for subscriptions payable, shares | 1,422,389 | |||||
Equity Balance at Jun. 30, 2021 | $ 25,515 | 12,852,362 | 0 | (5) | (14,195,118) | (1,317,246) |
Equity Balance, Shares at Jun. 30, 2021 | 255,149,894 | |||||
Net income (loss) | $ 0 | 0 | 0 | 0 | (290,327) | (290,327) |
Equity Balance at Sep. 30, 2021 | $ 25,515 | 12,852,362 | 0 | (5) | (15,489,075) | (2,611,203) |
Equity Balance, Shares at Sep. 30, 2021 | 255,149,894 | |||||
Adoption of ASU2020-06 | $ 0 | 0 | 0 | 0 | (1,003,630) | (1,003,630) |
Equity Balance at Jun. 30, 2021 | $ 25,515 | 12,852,362 | 0 | (5) | (14,195,118) | (1,317,246) |
Equity Balance, Shares at Jun. 30, 2021 | 255,149,894 | |||||
Issue of shares for cash, value | $ 677,313 | |||||
Issue of shares for cash, shares | 6,773,125 | |||||
Issue of shares for interest, value | $ 336,102 | |||||
Issue of shares for interest, shares | 2,478,537 | |||||
Issue of shares for services, value | $ 34,719 | |||||
Issue of shares for services, shares | 266,366 | |||||
Issuance of shares in lieu of directors fees, value | $ 199,920 | |||||
Issuance of shares in lieu of directors fees, shares | 1,428,000 | |||||
Net income (loss) | $ (1,355,277) | |||||
Equity Balance at Mar. 31, 2022 | $ 26,627 | 14,120,304 | 0 | (5) | (16,554,025) | (2,407,099) |
Equity Balance, Shares at Mar. 31, 2022 | 266,245,923 | |||||
Adoption of ASU2020-06 | (1,003,630) | |||||
Issuance of shares for services, value, related party | $ 21,000 | |||||
Issuance of shares for services, related party | 150,000 | |||||
Equity Balance at Sep. 30, 2021 | $ 25,515 | 12,852,362 | 0 | (5) | (15,489,075) | $ (2,611,203) |
Equity Balance, Shares at Sep. 30, 2021 | 255,149,894 | |||||
Issue of shares for cash, value | $ 485 | 484,188 | 0 | 0 | 0 | 484,673 |
Issue of shares for cash, shares | 4,846,726 | |||||
Issue of shares for interest, value | $ 248 | 335,854 | 0 | 0 | 0 | 336,102 |
Issue of shares for interest, shares | 2,478,537 | |||||
Issue of shares for services, value | $ 23 | 30,353 | 0 | 0 | 0 | 30,376 |
Issue of shares for services, shares | 225,000 | |||||
Issuance of shares in lieu of directors fees, value | $ 143 | 199,777 | 0 | 0 | 0 | 199,920 |
Issuance of shares in lieu of directors fees, shares | 1,428,000 | |||||
Net income (loss) | $ 0 | 0 | 0 | 0 | (739,831) | (739,831) |
Equity Balance at Dec. 31, 2021 | $ 26,429 | 13,923,519 | 0 | (5) | (16,228,906) | (2,278,963) |
Equity Balance, Shares at Dec. 31, 2021 | 264,278,157 | |||||
Issuance of shares for services, value, related party | $ 15 | 20,985 | 0 | 0 | 0 | 21,000 |
Issuance of shares for services, related party | 150,000 | |||||
Issue of shares for cash, value | $ 193 | 192,447 | 0 | 0 | 0 | 192,640 |
Issue of shares for cash, shares | 1,926,400 | |||||
Issue of shares for services, value | $ 5 | 4,338 | 0 | 0 | 0 | 4,343 |
Issue of shares for services, shares | 41,366 | |||||
Net income (loss) | $ 0 | 0 | 0 | 0 | (325,119) | (325,119) |
Equity Balance at Mar. 31, 2022 | $ 26,627 | $ 14,120,304 | $ 0 | $ (5) | $ (16,554,025) | $ (2,407,099) |
Equity Balance, Shares at Mar. 31, 2022 | 266,245,923 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ (1,355,277) | $ (658,062) |
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 | 34,718 | 6,716 |
Issuance of common stock for services, related parties | 21,000 | |
Amortization of intangibles | 0 | 13,737 |
Changes in operating assets and liabilities | ||
Increase (Decrease) in accounts payable | 39 | 103,811 |
Increase (Decrease) in deferred revenue | 0 | (1,892) |
Increase (Decrease) in related party payables | (17,150) | 222,577 |
Increase in accrued interest, related parties | 56,250 | 0 |
Increase in prepaid expenses | (87,891) | 0 |
Decrease (increase) in accrued interest | 120,901 | 0 |
Net cash used in operating activities | (1,027,490) | (300,813) |
Cash flows from investing activities | ||
Net cash used by investing activities | 0 | 0 |
Cash flows from financing activities | ||
Proceeds from loans | 19,168 | 214,670 |
Proceeds from shares issued in lieu of interest | 307,482 | 0 |
Proceeds from issuance of common stock | 677,313 | 229,806 |
Funds received pending issuance of common stock | 0 | 11,000 |
Net cash provided by financing activities | 1,003,963 | 455,476 |
Net Increase/(Decrease) in cash | (23,527) | 154,663 |
Cash, beginning of period | 157,601 | 8,958 |
Cash, end of period | 134,074 | 163,621 |
Supplemental schedule of non-cash activities | ||
Cash paid for interest | 6,937 | 0 |
Common stock paid for interest payable | 336,102 | 11,319 |
Issuance of shares for related party payables | 0 | 12,300 |
Related party payables transferred to Loans - related parties | $ 0 | $ 375,000 |
Organization, Business and Summ
Organization, Business and Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2022 | |
Notes | |
Organization, Business and Summary of Significant Accounting Policies | 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 nine months ended March 31, 2022 unaudited interim condensed financial statements (See Convertible Financial Instruments and New Accounting Pronouncements). Operating results for the three months ended March 31, 2022 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, 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 nine months ended March 31, 2022, 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 nine months ended March 31, 2022 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 nine months ended March 31, 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. |
Going Concern Disclosure
Going Concern Disclosure | 9 Months Ended |
Mar. 31, 2022 | |
Notes | |
Going Concern Disclosure | 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. |
Related Party Transactions Disc
Related Party Transactions Disclosure | 9 Months Ended |
Mar. 31, 2022 | |
Notes | |
Related Party Transactions Disclosure | Note 3. Related Party Transactions As of March 31, 2022 and June 30, 2021, the Company has recorded as “related party payables”, $528,924 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 annum. As a result, in the three months ended March 31, 2022 and March 31, 2021, the Company recorded Interest - related party of $2,966 and $2,781 respectively. In the nine months ended March 31, 2022 and March 31, 2021, the Company recorded Interest - related party of $8,757 and $11,382 respectively. As of March 31, 2022 and June 30, 2021 respectively, the Company had “Due to related parties” of $228,811 and $228,811 which are advances made by related parties to provide capital and outstanding directors fees. The amounts are non-interest bearing and unsecured. In the three months ended March 31, 2022 and March 31, 2021 respectively, the Company recorded net revenue of $0 and $2,759 for BizjetMobile sales from entities affiliated through common stockholders and directors. In the nine months ended March 31, 2022 and March 31, 2021 respectively, the Company recorded net revenue of $0 and $26,513 for BizjetMobile sales from entities affiliated through common stockholders and directors. In the three months ended March 31, 2022 and March 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 nine months ended March 31, 2022 and March 31, 2021 respectively, the Company incurred expenses of approximately $72,000 and $72,000 respectively to entities affiliated through common stockholders and directors for management expenses. In the three months ended March 31, 2022 and March 31, 2021 respectively, the Company incurred marketing expense of $63,754 and $54,000 to entities affiliated through common stockholders and directors. In the nine months ended March 31, 2022 and March 31, 2021 respectively, the Company incurred marketing expense of $230,725 and $162,065 to entities affiliated through common stockholders and directors. The marketing expense in the nine months ended March 31, 2021 included a fee to related parties of $110,000 following the successful negotiation for the evaluation of the Company’s fflya system on the UK fleet of Wizz Air. This has been satisfied with the issue of 11,000,000 shares of the Company’s common stock. In the three months ended March 31, 2022 and March 31, 2021 respectively, the Company incurred expense of $45,000 and $12,000 to entities affiliated through common stockholders and directors for technical service support. In the nine months ended March 31, 2022 and March 31, 2021 respectively, the Company incurred expense of $99,000 and $36,000 to entities affiliated through common stockholders and directors for technical service support. In the three months ended March 31, 2022 and March 31, 2021 respectively, the Company incurred engineering service costs of $43,918 and $48,000 to entities affiliated through common stockholders and directors, on normal commercial terms in the course of the Company’s normal business. In the nine months ended March 31, 2022 and March 31, 2021 respectively, the Company incurred engineering service costs of $133,218 and $144,000 to entities affiliated through common stockholders and directors, on normal commercial terms in the course of the Company’s normal business. |
Stockholders' Equity Disclosure
Stockholders' Equity Disclosure | 9 Months Ended |
Mar. 31, 2022 | |
Notes | |
Stockholders' Equity Disclosure | Note 4. Stockholders’ Deficit As of March 31, 2022, the Company had 500,000,000 shares of authorized common stock, $0.0001 par value, with 266,245,923 shares issued and outstanding, and 50,000 shares in treasury. Treasury shares are accounted for by the par value method. As of March 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 nine month period ended March 31, 2022, the Company received subscriptions for capital of $677,313, for which it has issued 6,773,125 shares of common stock at $0.10 per share. In the nine month period ended March 31, 2022, the Company issued 2,478,537 shares in lieu of interest totalling $336,102, 266,366 shares for services of $34,719, 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. |
Loans, Debt Disclosure
Loans, Debt Disclosure | 9 Months Ended |
Mar. 31, 2022 | |
Notes | |
Loans, Debt Disclosure | 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 March 31, 2022 of $34,830 (June 30, 2021 $30,016). Interest is calculated at a rate of 20% per annum with interest of $1,685 and $1,382 taken up in the three months ended March 31, 2022 and 2021 respectively and $4,815 and $4,028 taken up in the nine months ended March 31, 2022 and 2021 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 March 31, 2022 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 March 31, 2022 and 2021 respectively and $3,375 and $23,438 taken up in the nine months ended March 31, 2022 and 2021 respectively. Convertible notes The Company has convertible notes totalling $1,801,038 and $1,624,587 as of March 31, 2022, and June 30, 2021 respectively. The holders of the convertible notes have the right of conversion from the date of issuance. As of June 30, 2021, the Company determined that a beneficial conversion feature discount of $1,003,630 should be applied to the carrying value of convertible notes. In the three months ended March 31, 2022 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 March 31, 2021 and June 30, 2021 are summarized below: Details Maturity Date Balance at Mar. 31, 2022 Balance at June 30, 2021 20% Convertible Notes totalling $337,500 plus accrued interest Dec. 31,2023 $627,392 $540,653 20% Convertible Notes totalling $247,500 plus accrued interest Dec. 31,2023 247,500 271,875 20% Convertible Notes totalling $22,500 plus accrued interest At call 30,563 34,125 20% Convertible Notes totalling $200,000 plus accrued interest Dec. 31,2023 247,101 212,939 20% Convertible Notes totalling $125,000 plus accrued interest Dec. 31,2023 125,000 126,326 20% Related party Convertible Notes totalling $375,000 plus accrued interest Dec. 31,2023 468,750 412,500 20% Convertible Notes totalling $60,295 plus accrued interest Dec. 31,2023 60,295 60,295 20% Convertible Notes totalling $25,000 plus accrued interest Dec. 31,2023 25,000 0 Total convertible notes 1,831,601 1,658,713 Less Unamortized discounts 0 (1,003,630) Net convertible notes $1,831,601 $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: - - - A second convertible note issue for $247,500, on the following terms: - - - 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: - - - Two convertible notes for $200,000. Terms of the issue are: - - - Additional convertible notes totalling $125,000, on the following terms: - - - Convertible notes totalling $60,295, to replace the loans detailed above, on the following terms: - - - $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 nine months ended March 31, 2022. |
Subsequent Events Disclosure
Subsequent Events Disclosure | 9 Months Ended |
Mar. 31, 2022 | |
Notes | |
Subsequent Events Disclosure | Note 6. Subsequent Events On April 29, 2022 the Company issued a Form 8-K to announce that it had agreed to amend the terms of its Heads of Agreement with Wizz Air Hungary Airlines Limited to provide its fflya system for 19 of Wizz Air, United Kingdom based A320 and A321 aircraft, for a minimum of three years, under a previously agreed revenue sharing arrangement. |
Organization, Business and Su_2
Organization, Business and Summary of Significant Accounting Policies: Basis of Presentation, Policy (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
Policies | |
Basis of Presentation, Policy | 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 nine months ended March 31, 2022 unaudited interim condensed financial statements (See Convertible Financial Instruments and New Accounting Pronouncements). Operating results for the three months ended March 31, 2022 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, 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. |
Organization, Business and Su_3
Organization, Business and Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
Policies | |
Use of Estimates, Policy | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect 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. |
Organization, Business and Su_4
Organization, Business and Summary of Significant Accounting Policies: Convertible Financial Instruments Policy (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
Policies | |
Convertible Financial Instruments Policy | 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 nine months ended March 31, 2022, 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 nine months ended March 31, 2022 with the conversion rate below the Company’s market stock price on the date of note issuance. |
Organization, Business and Su_5
Organization, Business and Summary of Significant Accounting Policies: New Accounting Pronouncements, Policy (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
Policies | |
New Accounting Pronouncements, Policy | 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 nine months ended March 31, 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. |
Loans, Debt Disclosure_ Convert
Loans, Debt Disclosure: Convertible Debt Table (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Tables/Schedules | |
Convertible Debt Table | Details Maturity Date Balance at Mar. 31, 2022 Balance at June 30, 2021 20% Convertible Notes totalling $337,500 plus accrued interest Dec. 31,2023 $627,392 $540,653 20% Convertible Notes totalling $247,500 plus accrued interest Dec. 31,2023 247,500 271,875 20% Convertible Notes totalling $22,500 plus accrued interest At call 30,563 34,125 20% Convertible Notes totalling $200,000 plus accrued interest Dec. 31,2023 247,101 212,939 20% Convertible Notes totalling $125,000 plus accrued interest Dec. 31,2023 125,000 126,326 20% Related party Convertible Notes totalling $375,000 plus accrued interest Dec. 31,2023 468,750 412,500 20% Convertible Notes totalling $60,295 plus accrued interest Dec. 31,2023 60,295 60,295 20% Convertible Notes totalling $25,000 plus accrued interest Dec. 31,2023 25,000 0 Total convertible notes 1,831,601 1,658,713 Less Unamortized discounts 0 (1,003,630) Net convertible notes $1,831,601 $655,083 |
Related Party Transactions Di_2
Related Party Transactions Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | |
Related party payables | $ 518,924 | $ 518,924 | $ 536,075 | ||
Interest expense - related party | 21,716 | $ 2,781 | 65,007 | $ 11,382 | |
Due to related parties | 228,811 | 228,811 | 228,811 | ||
BizjetMobile revenue | 0 | 27,779 | 0 | 64,597 | |
Management expenses | 24,000 | 24,000 | 72,000 | 72,000 | |
Marketing fees and expenses - related party | 63,754 | 54,000 | $ 230,725 | 162,065 | |
Issue of shares for services, shares | 266,366 | ||||
Technical service support - related party | 45,000 | 12,000 | $ 99,000 | 36,000 | |
Selling expenses | 63,754 | 87,000 | 230,725 | $ 305,000 | |
Directors' Services | |||||
Issue of shares for services, shares | 11,000,000 | ||||
President | |||||
Marketing fees and expenses - related party | $ 110,000 | ||||
Advances from CFO for operating expenses | |||||
Related party payables | 528,924 | 528,924 | 536,075 | ||
Interest expense - related party | 2,966 | 2,781 | 8,757 | 11,382 | |
Advances by related parties for operations | |||||
Due to related parties | 228,811 | 228,811 | $ 228,811 | ||
BizjetMobile service fees - related parties | |||||
BizjetMobile revenue | 0 | 2,759 | 0 | 26,513 | |
Engineering service costs | |||||
Selling expenses | $ 43,918 | $ 48,000 | $ 133,218 | $ 144,000 |
Stockholders' Equity Disclosu_2
Stockholders' Equity Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2022 | Jun. 30, 2021 | |
Details | |||||||
Common stock authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Common Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock issued and outstanding | 266,245,923 | 266,245,923 | 255,149,894 | ||||
Treasury stock shares | 50,000 | 50,000 | |||||
Preferred Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Preferred Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Issue of shares for cash, value | $ 192,640 | $ 484,673 | $ 201,489 | $ 6,909 | $ 383,089 | $ 677,313 | |
Issue of shares for cash, shares | 6,773,125 | ||||||
Issue of shares for interest, shares | 2,478,537 | ||||||
Issue of shares for interest, value | 336,102 | 11,319 | $ 336,102 | ||||
Issue of shares for services, shares | 266,366 | ||||||
Issue of shares for services, value | $ 4,343 | 30,376 | 6,716 | $ 34,719 | |||
Issuance of shares for services, related party | 150,000 | ||||||
Issuance of shares for services, value, related party | 21,000 | $ 21,000 | |||||
Issuance of shares in lieu of directors fees, shares | 1,428,000 | ||||||
Issuance of shares in lieu of directors fees, value | $ 199,920 | $ 12,300 | $ 199,920 |
Loans, Debt Disclosure (Details
Loans, Debt Disclosure (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | |
Loans payable, current | $ 75,393 | $ 75,393 | $ 84,146 | |||
Interest expense | 108,090 | $ 44,679 | 366,597 | $ 119,730 | ||
Convertible notes payable | 1,801,038 | 1,801,038 | 1,624,587 | |||
Beneficial conversion feature discount | 1,003,630 | |||||
Amortization of beneficial conversion feature | 0 | 133,765 | ||||
Adoption of ASU2020-06 | $ 1,003,630 | 1,003,630 | ||||
Unsecured loan from a third party | ||||||
Loans payable, current | $ 34,830 | $ 34,830 | 30,016 | |||
Interest rate per annum | 20.00% | 20.00% | ||||
Interest expense | $ 1,685 | 1,382 | $ 4,815 | 4,028 | ||
Unsecured loans from shareholders | ||||||
Loans payable, current | 10,000 | 10,000 | $ 70,295 | |||
Interest expense | 1,125 | $ 6,250 | 3,375 | $ 23,438 | ||
2018 fflya - first convertible note | ||||||
Convertible notes payable | $ 337,500 | $ 337,500 | ||||
Interest rate, convertible notes | 20.00% | 20.00% | ||||
Conversion price per share, convertible notes | $ 0.03 | |||||
2018 fflya - second convertible note | ||||||
Convertible notes payable | $ 247,500 | $ 247,500 | ||||
Interest rate, convertible notes | 20.00% | 20.00% | ||||
Conversion price per share, convertible notes | $ 0.05 | |||||
2021 Related party (1) | ||||||
Convertible notes payable | $ 375,000 | $ 375,000 | ||||
Interest rate, convertible notes | 20.00% | 20.00% | ||||
Conversion price per share, convertible notes | $ 0.015 | |||||
2021 Related party (2) | ||||||
Convertible notes payable | $ 200,000 | $ 200,000 | ||||
Interest rate, convertible notes | 20.00% | 20.00% | ||||
Conversion price per share, convertible notes | $ 0.015 | |||||
2021 Related party (3) | ||||||
Convertible notes payable | $ 125,000 | $ 125,000 | ||||
Interest rate, convertible notes | 20.00% | 20.00% | ||||
Conversion price per share, convertible notes | $ 0.05 | |||||
2021 Related party (4) | ||||||
Convertible notes payable | $ 60,295 | $ 60,295 | ||||
Interest rate, convertible notes | 20.00% | 20.00% | ||||
Conversion price per share, convertible notes | $ 0.05 | |||||
Debt discounts convertible debt | ||||||
Debt discount recognized | $ 1,137,395 | $ 1,137,395 | ||||
Amortized debt discount | $ 133,765 |