IPTK AS IP Tech Inc (CE)

Audit Committee Report

The Board of Directors performs the functions of an audit committee.  The Board has reviewed and discussed the audited financial statements with management. The Board has discussed with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended and adopted by the Public Company Accounting Oversight Board in Rule 3200T. It has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the independent accountant the independent accountant’s independence. Based upon the foregoing review and discussions, the Board has recommended that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10K for the year ended June 30, 2013.

Submitted by Board of Directors:

Richard Lukso

Ronald J. Chapman

Graham O. Chappell

Philip A. Shiels

CORPORATE ACTION NO. 1

ELECTION OF DIRECTORS

Our Board of Directors has approved the persons named below as nominees for election to our Board of Directors. All persons named below presently serve as directors.  Proxies will be voted for the election as directors for the ensuing year of the persons named below (or if for any reason unavailable, of such substitutes as our Board of Directors may designate). Our Board of Directors has no reason to believe that any of the nominees will be unavailable to serve.

Richard Lukso , 80, has served as the Chairman and Director of the Company since 2004. Mr. Lukso commenced his career in aviation in 1953 at USMC in the Marine Air Wing.  His career has included senior executive positions with Lear Inc., Garrett Airesearch and Learjet. In 1988, Mr. Lukso joined Securaplane Technologies Inc. as President and General Manager and co-owner. The company has since grown from 5 employees and one product to 100 employees and five innovative products serving airlines and general aviation. In 2000, Mr. Lukso sold Securaplane Technologies Inc. to Danaher Corporation.  Mr. Lukso brings to our Board his deep knowledge of the aviation industry.

Ronald J. Chapman , 61, has served as the President and Director of the Company since 1998. Commencing in 1985, Mr. Chapman founded and remains the managing director of ASI Holdings Pty. Ltd. and ASiQ Ltd. Since inception, Mr. Chapman has overseen the product development and coordinated the marketing for ASiQ. Mr. Chapman is also managing director and the beneficial owner of 100% of Chapman International Pty Ltd., which is a shareholder of the Company through its shareholding in ASI Technologies Pty. Ltd.  Mr. Chapman brings to our board his expertise in, and knowledge of, aviation communications, product development, and sales and marketing.

Graham O. Chappell , 68, has been a director of the Company since its inception. Mr. Chappell has worked in the aerospace industry for 30 years. Since 1985, Mr. Chappell has operated as the principal of Chappell Salikin Weil Associates Pty. Ltd. ("Chappell Salikin"), Victoria, Australia, a private aerospace, technology and defense industries consultancy company. Mr. Chappell obtained a Diploma of Aeronautical Engineering degree from the Royal Melbourne Institute of Technology in 1968 and a Masters of Science (Air Transport Engineering) from Cranfield University in 1974.  Mr. Chappell brings to our board expertise and knowledge of the aviation industry and marketing .

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Philip A. Shiels , 62, has been a director of the Company since 1998. From 1992 to the present, Mr. Shiels has operated Shiels & Co., Victoria, Australia, a private consulting practice providing management and corporate advisory services. Shiels & Co. has served as a consultant to ASiQ Ltd. since 1994 and ASI Entertainment, Inc. since its inception. Mr. Shiels received a Bachelor of Business (Accountancy) Degree from the RMIT University in 1976 and has been a Member of the Institute of Chartered Accountants in Australia since 1978.  Mr. Shiels brings to our board expertise in corporate administration, finance and management.

The election of the directors will be effective 20 days after this Definitive Information Statement is filed with the Securities Exchange Commission and a copy thereof mailed to each of our stockholders (the “Effective Date”).

CORPORATE ACTION NO. 2

ADVISORY, NON-BINDING VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)

The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, requires us to periodically seek a non-binding advisory vote from our stockholders to approve the compensation as disclosed in the Compensation Discussion & Analysis (CD&A), tabular disclosures and narrative sections accompanying the tabular disclosures in this proxy statement. Since the required vote is advisory, the result of the vote is not binding upon the Board.  Our stockholders approved the following advisory resolution by written consent in lieu of a special meeting on June 17, 2014:

“RESOLVED, that the stockholders of ASI Entertainment, Inc. approve, on an advisory basis, the compensation awarded by the company to the named executive officers, as disclosed in the Compensation Discussion and Analysis, tabular disclosures, and other narrative executive compensation disclosures in the proxy statement for the 2012 Annual Meeting of Stockholders as required by the rules of the Securities and Exchange Commission.”

The Board of Directors has created a compensation program designed to attract, motivate and retain the qualified executives that help ensure the Company’s future success, to provide incentives for increasing profits by awarding executives when individual and corporate goals are achieved and to align the interests of executives and long-term stockholders.

The Board of Directors urges stockholders to read the CD&A beginning on page 7 of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the accompanying Summary Compensation Table and other related compensation tables and narrative which provide detailed information on the compensation of our named executive officers. The Board of Directors believes that the policies and procedures articulated in the CD&A are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement reflects and supports these compensation policies and procedures.

Effect of Proposal

The proposal described above, commonly known as a "Say-on-Pay" proposal, gives stockholders the opportunity to express their views regarding the compensation of the named executive officers by voting to approve or not approve such compensation as described in this proxy statement.  This vote is advisory and will not be binding upon the Company or the Board.  However, the Company and the Board will carefully consider the outcome of the advisory vote on executive compensation when considering future executive compensation arrangements.  

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CORPORATE ACTION NO. 3

ADVISORY, NON-BINDING VOTE ON FREQUENCY OF APPROVAL OF EXECUTIVE COMPENSATION (SAY-ON-FREQUENCY)

The Dodd-Frank Act requires us to provide our stockholders with the opportunity to vote, on a non-binding advisory basis, for their preference as to how frequently we should consult an advisory Say-on-Pay vote.  Stockholders may indicate whether they would prefer that we conduct future Say-on-Pay votes every year, every two years or every three years.  Stockholders also may abstain from casting a vote on this proposal.  Our stockholders approved holding a Say-on-Pay vote every three years by written consent in lieu of a special meeting on June 17, 2014.

Our Board of Directors has determined that a Say-on-Pay vote that occurs once every three years is the most appropriate alternative for us.  The Board believes that a Say-on-Pay vote occurring every three years will provide our stockholders with sufficient time to evaluate the effectiveness of the Company's overall compensation philosophy, policies and practices in the context of our long-term business results for the corresponding period, while avoiding an over-emphasis on short-term variations in compensation and business results.  A Say-on-Pay vote occurring every three years will also permit stockholders to observe and evaluate the effect of any changes to our executive compensation policies and practices that have occurred since the last advisory vote on executive compensation.

Effect of Proposal

This vote is advisory, which means that is not binding on the Company or the Board of Directors.  The Company recognizes that the stockholders may have different views as to the best approach and looks forward to hearing from the stockholders as to their preferences on the frequency of the Say-on-Pay vote.  The Board of Directors will carefully review the outcome of the frequency vote; however, when considering the frequency of future Say-on-Pay votes, the Board of Directors may decide that it is in the Company's and the stockholders' long-term best interest to hold a Say-on-Pay vote more or less frequently than the frequency receiving the most votes cast by our stockholders.

CORPORATE ACTION NO. 4

INCREASE IN AUTHORIZED CAPITAL AND NAME CHANGE

Increase in Authorized Capital

The Board has recommended that the stockholders grant authority to the Board to amend the Certificate of Incorporation of the Company to increase its authorized share capital from 120,000,000 shares to 550,000,000 shares, consisting of 500,000,000 shares of Common Stock, par value $0.0001, and 50,000,000 shares of preferred stock, par value $0.0001.  The proposed amendment to our Certificate of Incorporation is attached hereto as Exhibit 1.  The general purpose and effect of this amendment to our Certificate of Incorporation is to increase our authorized share capital which we believe will enhance our ability to finance the development and operation of our business.

Reasons For The Increase In Authorized Capital

On June 17, 2014, our Board authorized and approved the proposed amendment to our Certificate of Incorporation to increase our authorized share capital so that such shares will be available for issuance for general corporate purposes, including financing activities, without the requirement of further action by our stockholders.  Potential uses of the additional authorized shares may include, but are not limited to, public or private offerings, conversions of convertible securities, issuance of options pursuant to employee stock option plans, acquisition transactions and other general corporate purposes.  Increasing the authorized number of shares of our common stock will give us greater flexibility and will allow us to issue such shares, in most cases, without the expense or delay of seeking stockholder approval.  We are at all times investigating additional sources of financing, business candidates and other opportunities which our Board believes will be in our best interests and in the best interests of our stockholders.  Shortly after the Effective Date, we intend to conduct a private placement of our securities to secure additional working capital for the Company.  Except as set forth above, as of the date of this filing we do not have any definitive plans, proposals or arrangements to issue any of the newly available authorized shares of common stock for any purpose or which may result in a change in control of ASI.

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Effect of the Increase in Authorized Capital; Anti-Takeover Implications

The amendment to our Certificate of Incorporation to increase our authorized share capital will not have any immediate effect on the rights of existing stockholders.  However, our Board will have the authority to issue shares of our Common Stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or exchange regulations.  To the extent that additional shares of Common Stock are issued in the future, such issuance will decrease the existing stockholders' percentage equity ownership, dilute the earnings per share and book value per share of outstanding shares of Common Stock and, depending upon the price at which they are issued, could be dilutive to the existing stockholders.

Although the increase in authorized capital is prompted by business and financial considerations, stockholders nevertheless should be aware that such increase could facilitate future efforts by our management to deter or prevent a change in control of the Company.  By way of example, our management could issue additional shares to dilute the stock ownership and the voting power of persons seeking to obtain control of the Company or shares could be issued to purchasers who would support the Board in opposing a takeover proposal.  In addition, the increase in authorized shares may have the effect of delaying or discouraging a challenge for control or make it less likely that such a challenge, if attempted, would be successful, including challenges that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner.  The Board and executive officers of the Company have no knowledge of any current effort to obtain control of the Company or to accumulate large amounts of Common Stock. The Board has no current plans to use any of the additional shares of Common Stock that will become available when the increase in authorized capital occurs to deter or prevent a change of control of the Company.

Vote Required

Section 242 of the DGCL provides that proposed amendments to the Certificate of Incorporation must first be adopted by the Board and then approved by stockholders of record entitled to vote holding at least a majority of our issued and outstanding voting capital stock (the “Majority Stockholders”).

On June 17, 2014, our Board and the Majority Stockholders authorized, adopted and approved by written consent in lieu of a special meeting an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized capital from 120,000,000 shares to 550,000,000 shares.  June 17, 2014, or the Record Date, was the date for determining the stockholders entitled to receive notice of and to vote on the proposed increase to our authorized capital.  

The amendment to increase our authorized capital will not be effective until the Company files the Certificate of Amendment with the Delaware Secretary of State (which will not occur until July 22, 2014, or thereafter).  No further action on the part of stockholders is required to authorize or effect the amendments to the Certificate of Incorporation.

Anti-Takeover Provisions of the DGCL and Our Charter Documents

We are subject to Section 203 of the Delaware General Corporation Law. In general, this statute prohibits a publicly held Delaware corporation from engaging in a business combination with anyone who owns at least 15% of its common stock. This prohibition lasts for a period of three years after that person has acquired the 15% ownership. The corporation may, however, engage in a business combination if it is approved by its board of directors before the person acquires the 15% ownership or later by its board of directors and two-thirds of the stockholders of the public corporation.  

In addition, our Certificate of Incorporation and Bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. Our Certificate of Incorporation and Bylaws:

·

authorize the issuance of “ blank check ” preferred stock that could be issued by our board of directors to thwart a takeover attempt;

·

do not provide for cumulative voting;

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·

provide that vacancies on the board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office (except that vacancies resulting from removal from office by a vote of the stockholders may be filled by the stockholders at the same meeting at which such removal occurs provided that the holders of not less than a majority of the outstanding capital stock of the Corporation (assessed upon the basis of votes and not on the basis of number of shares) entitled to vote for the election of directors, voting together as a single class, shall vote for each replacement director.

·

limit the calling of special meetings of stockholders; and

·

require stockholders to provide advance notice of new business proposals and director nominations under specific procedures.

Other than as discussed in this Information Statement, there are no provisions of our articles, bylaws, employment agreements or credit agreements have material anti-takeover consequences.

Change in the Company’s Name

On June 17, 2014, the Board and the Majority Stockholders authorized, adopted and approved by written consent in lieu of a special meeting an amendment to the Company’s Certificate of Incorporation to change the name of the Company to AS-IP Tech Inc. (the “Name Change Amendment”).

Our Board and the Majority Stockholders believe that it is advisable and in the Company’s best interests to authorize and approve the Name Change Amendment in order to more accurately the Company’s business of holding and licensing intellectual property.  

The Name Change Amendment will not be effective until the Company files the Certificate of Amendment with the Delaware Secretary of State (which will not occur until July 22, 2014, or thereafter).  No further action on the part of stockholders is required to authorize or effect the amendments to the Certificate of Incorporation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except in their capacity as stockholders, none of our officers, directors or any of their respective affiliates has any interest in the Corporate Actions.

PROPOSALS BY SECURITY HOLDERS

None.

FORWARD-LOOKING STATEMENTS

This Information Statement may contain certain “forward-looking” statements (as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations and releases) representing our expectations or beliefs regarding our company.  These forward- looking statements include, but are not limited to, statements regarding our business, anticipated financial or operational results and objectives.  For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “might,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including factors discussed in this and other filings of ours with the SEC.

ADDITIONAL AND AVAILABLE INFORMATION

ASI is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Such reports, proxy statements and other information can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330.  Our filings are also available to the public on the SEC’s website (www.sec.gov).

*  Filed herewith.

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Exhibit 1

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of ASI Entertainment, Inc., resolutions were duly adopted setting forth the following proposed amendments of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:

(a)  RESOLVED, that Article ONE of the Certificate of Incorporation of the Corporation be amended to read as follows:

"The name of the Corporation is "AS-IP Tech, Inc."

(b)  RESOLVED, that the first paragraph of Article FOUR of the Certificate of Incorporation of the Corporation shall be amended to read as follows:

“The total number of shares of stock which the Corporation shall have authority to issue is 550,000,000 shares, consisting of 500,000,000 shares of Common Stock having a par value of $.0001 per share and 50,000,000 shares of Preferred Stock having a par value of $.0001 per share.”

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a written consent in lieu of a special meeting of the stockholders of said corporation approving and authorizing such amendments was obtained in accordance with Section 228 of the General Corporation Law of the State of Delaware, which written consent was signed by stockholders holding the necessary number of shares as required by statute to authorize and approve of such amendments.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this ________________ day of ________________, 2014.

By:_______________________________________
Philip A. Shiels, Chief Executive Officer

EX-1

Exhibit 2

June 18, 2013

Securities and Exchange Commission
100 F Street NE
Washington, DC 20549

RE: ASI Entertainment, Inc.

On April 10, 2013, we were notified of our dismissal as the independent registered public accounting firm for ASI Entertainment, Inc. We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on April 10, 2013. We agree with the statements made in response to that Item insofar as they relate to our firm.

Very truly yours,

/s/ De Joya Griffith, LLC

De Joya Griffith, LLC
Certified Public Accountants

Corporate Headquarters:
De Joya Griffith, LLC
2580 Anthem Village Drive, Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049

EX-2