FILER:

      COMPANY DATA:
            COMPANY CONFORMED NAME:             ASI ENTERTAINMENT, INC.
            CENTRAL INDEX KEY:                  1067873
            STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY
                                                EQUIPMENT, NEC [3728]
            IRS NUMBER:                         522101695
            STATE OF INCORPORATION:             DE
            FISCAL YEAR END:                    0630

      FILING VALUES:
            FORM TYPE:                    10KSB
            SEC ACT:                      1934 Act
            SEC FILE NUMBER:              000-27881
            FILM NUMBER:                  544289

      BUSINESS ADDRESS:
            STREET 1:                     954 LEXINGTON AVE.
            STREET 2:                     SUITE 242
            CITY:                         NEW YORK
            STATE:                        NY
            ZIP:                          10021
            BUSINESS PHONE:               210 775 2468

      MAIL ADDRESS:
            STREET 1:                     Level 1, 45 EXHIBITION STREET
            STREET 2:
            CITY:                         MELBOURNE
            STATE:                        VICTORIA
            ZIP:                          3000
            COUNTRY:                  AUSTRALIA

































                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-KSB
(Mark One)
[X]         ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
            ACT OF 1934

                                    For the fiscal period ended JUNE 30, 2008


[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT

                                    Commission file number 000-27881


ASI ENTERTAINMENT, INC.
(Exact name of small business issuer as specified in its charter)


Delaware                                  522101695
(State or other jurisdiction of           (IRS Employer Identification No.)
incorporation or organization)

"Level 1, 45 Exhibition Street
Melbourne, Victoria, 3000, Australia"
 (Address of principal executive officers)

+61 3 9016 3021
(Issuer's telephone number)

Securities registered under Section 12(g) of the Exchange Act: Common Stock

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 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 [X] No [ ]

Check if there is no disclosure of delinquent files in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $300,000

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days.

<PAGE>








<PAGE>



State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

Class                                       Outstanding at June 30, 2008

Common Stock, par value $.0001 per share    58,213,654

Documents incorporated by reference         None






















































<PAGE>




10KSB
<TABLE>

<S>
<C>

PART I.......................................................................2

ITEM 1. DESCRIPTION OF BUSINESS..............................................2

ITEM 2. DESCRIPTION OF PROPERTY..............................................6

ITEM 3. LEGAL PROCEEDINGS....................................................6

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................6

PART II......................................................................7

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS............7

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............8

ITEM 7. FINANCIAL STATEMENTS.................................................9

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE........................................................13

PART III....................................................................14

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT...........................14

ITEM 10. EXECUTIVE COMPENSATION.............................................16

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....17

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................19

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K...................................20

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................20

</TABLE>

















                                    - 1 -
<PAGE>




PART I.

FORWARD LOOKING STATEMENTS

THIS ANNUAL REPORT ON FORM 10-KSB 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.


ITEM 1. DESCRIPTION OF BUSINESS.

THE COMPANY

(1) Form and year of organization

ASI Entertainment, Inc was formed on April 29, 1998 as a Delaware corporation.
The Company has an authorized capitalization of 100,000,000 shares of Common
Stock, par value of $.0001 per share (the "Common Stock") and 20,000,000
shares of preferred stock, par value $.0001 per share. The executive offices
of the Company are located at Level 1, 45 Exhibition Street, Melbourne,
Victoria, 3000 Australia and its telephone number is 3-9016-3021. The United
States offices of the Company are located at 954 Lexington Ave, Suite 242, New
York, NY 10021.

(3) Material reclassification, merger, consolidation or purchaser sale of a
significant amount of assets not in the ordinary course of business.

Until December 31, 2006 the business of the Company was primarily the
investment in ASIQ Pty. Ltd. ASIQ developed its expertise and reputation in
both software development and airline industry technologies, as a pioneer of
passenger data communications.  ASIQ's main products were ASiQnet, which
enables airline passengers to send and receive email and to browse the
internet, and G3CARS, an electronic crew reporting and information system
which provides aircrew with a fast and reliable way of submitting airline
operational documentation and email link, while the aircraft is on the ground.

Effective December 31, 2006 the Company was restructured with the
privatization of the operating subsidiary, ASIQ Pty. Ltd., an Australian
corporation. As a result, shares in ASIQ were distributed to the shareholders
of ASI Entertainment, Inc. in the same number and proportion as their
shareholding in ASI Entertainment, Inc.

BUSINESS

(1) Principal products or services and their markets;


                                    - 2 -
<PAGE>




As part of the restructure, ASI Entertainment Inc., received the right, which
it subsequently exercised, to acquire from ASIQ, the "SafeCell" intellectual
property which it will continue to develop with a view to setting up a
distribution network to generate license and royalty income.

SafeCell is a software application which converts a normal cellular phone into
a wireless communicator by utilizing the Bluetooth link instead of the normal
cellular phone transmitter.  In flight, it connects via a new low cost
satellite link and uses the internet to deliver its messages globally.
SafeCell has been designed to accommodate the certification requirements of an
in-flight wireless network.  SafeCell was developed to substantially reduce
the cost of SMS, MMS, Chat, and Email for the regional and international
airline traveler.  As well as operating in-flight, SafeCell is designed to
operate on the ground and is being integrated with social networks.  SafeCell
operates with any modern cellular phone, including Blackberries, PDA's and the
new generation cellular phones that have wireless capability.

The SafeCell system incorporates a shielding system based on the faraday cage
concept for attenuating radio signals that are in the frequencies that
interfere with aircraft avionics and ground based cellular networks.  The
Company plans to develop an electronic shield or inhibitor, similar to the
systems being developed by SafeCell competitors and discussed further in (4)
below, when all industry standards have been established and approved by
regulators.

The Company also owns the American and European marketing rights for the
"SecurEtag" system which integrates radio frequency identification (RFID),
global positioning system (GPS) and cellular technologies (GSM/CDMA) to
facilitate the tracking and location of packages in either mobile or warehouse
environments.  Future development of SecurEtag is reliant on new RFID
standards and tag production which are still in the early stages of
development and may not suit the long term application for SecurEtag.

(2) Distribution methods of the products or services;

The Company plans to distribute SafeCell through an agency structure to
generate license fees and royalties.  The Company has signed three licenses to
date, one for the southern Asia region, a second for development and marketing
rights and the third for ground applications of the SafeCell concept.

(3) Status of any publicly announced new product or service;
Refer Patents below

(4) Competitive business conditions and the small business issuer's
competitive position in the industry and methods of competition;

SafeCell's principal market is the airline industry where a small number of
companies offer competitive communication services.  The market is at an early
stage of development, and most competitors are backed by large organizations.











                                    - 3 -
<PAGE>




The two major industry players, OnAir (Airbus/SITA) and Aeromobile
(ARINC/Telenor), are developing technologies to allow passengers to use their
cellular phones on aircraft.  Their technologies revolve around what is called
"Picocell" technology. This is a computer at the base of a cellular tower,
designed to control the cellular phones in a small GSM (Global System for
Mobile communications) network. In order to certify a Picocell GSM phone
network for use in-flight, these organizations must address several issues.
Firstly, to operate a Picocell Cell phone system on an aircraft, approval is
required from the authorities of each country the aircraft enters the airspace
of. Alternatively, changing the approval process to obtain a "blanket"
approval, based on a region (i.e. EU, Middle East, Asian Pacific and North
America).  Each region has its own communications certifying body and
framework that requires amendment and subsequent approval of all participating
countries before a "Blanket" approval can be granted. Aeromobile is
approaching one country at a time using Emirates as the launch airline
customer, and OnAir is seeking a blanket approval initially in the European
Union. Secondly, systems must be developed to ensure that the operation of
cell phones in-flight do not interfere with aircraft navigation systems and
terrestrial cellular networks. To achieve this, a Gaussian noise generator is
installed to transmit a signal on the same frequency as the Picocell. This is
similar to a cell phone jammer which initially blocks the cell phone from
accessing the ground then takes control of the cell phone's transmitter to
reduce its power to reduce interference with the aircraft systems and ground
network.

In comparison, the SafeCell solution revolves around the use of proven wireless
technologies for connection in the aircraft, combined with a custom built file
management system to deliver the data off the aircraft and into the World Wide
Web.  Wireless has the advantage that it is already been through the approval
process on 13 major international airlines, demonstrating it is safe for
operation in aircraft.  The SafeCell system can apply to all airlines operating
aircraft with 20 passengers or more.

The Company believes SafeCell will be able to compete with the other companies
due to its low cost to equip an aircraft and based on its marketing plan
SafeCell has the ability to be funded off the revenue stream from SMS revenue
only. The SafeCell program provides flexible terms on equipment cost and
revenue sharing.  The SafeCell system is designed for airlines that will be
attracted to this structure which allows the airline to offer the service at
little cost to the passengers.

The target market for the SecurEtag program will be companies handling high
value and important parcels and are in markets where a premium price can be
charged for the SecurEtag service. As the market develops and the cost of the
components decreases, the broader freight market will be more viable for the
SecurEtag product.


(5) Sources and availability of raw materials and the names of principal
suppliers;

The Company will outsource the manufacture of hardware and any software
development required. Specific suppliers have not been engaged at this time.

(6) Dependence on one or a few major customers;

Not applicable at this stage of the product development.


                                    - 4 -
<PAGE>




(7) Patents, trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts, including duration;

The Company has acquired the application for an Australian patent on its
"SafeCell" system and has filed an International application under the Patent
Co-operation Treaty "PCT". The PCT application secures the invention date
(26th July 2006) in 137 countries and allows a further 18 months from the PCT
filing date 16th July 2007 to submit the final patent applications in the
countries of choice.

(8) Need for any government approval of principal products or services. If
government approval is necessary and the small business issuer has not yet
received that approval, discuss the status of the approval within the
government approval process;

The installation and use of aircraft avionics requires prior certification and
approval by the Federal Aviation Administration ("FAA") and regulatory
authorities of foreign governments on each aircraft type and for each airline.

The certification process begins with the installation of the system on an
aircraft after which it is certified by an FAA accredited engineer. The
certification is then applicable to similar aircraft types and modified for
other aircraft type. In countries other than the United States, the equivalent
aviation authority procedures will apply to the certification of the system,
but the United States FAA is generally accepted by local certifying
authorities throughout the world. Prior to certification and approval, the
manufacturer must demonstrate that the system has been designed and
manufactured and complies with the appropriate aviation standards, namely
DO160 for hardware and DO178 for software. Following this step, the system
must be installed on an aircraft and tested, including a ground and flight
test.

As the SafeCell system integrates with the existing certified wireless access
points, the certification requirement will be approval of the shielding system
which is designed to comply with aviation certification standards.
Preliminary certification tests have confirmed that a cellular phone housed in
a SafeCell shield can comply with aviation certification standards. As the
SafeCell system is a carry on device usually no aircraft certification is
required however, in the majority of cases the final approval for use in
flight will be up to the airline.

The company will need to invest substantial funds to package and certify the
SecurEtag system to meet the requirements of the Federal Communications
Commission ("FCC").  In the interim, a development platform can be established
under FCC approval which will facilitate the marketing program.

(9) Effect of existing or probable governmental regulations on the business;

The company must maintain good standing, comply with applicable local business
licensing requirements , prepare and file periodic reports under the
Securities Exchange Act of 1934, as amended, and comply with other applicable
securities laws, rules and regulations.

Existing or probable governmental regulations have not impacted our operations
except for the increased costs of compliance with reporting obligations. These
additional costs remain consistent as long as the company continues as a
reporting corporation.



                                    - 5 -
<PAGE>




(10) Estimate of the amount spent during each of the last two fiscal years on
research and development activities, and if applicable the extent to which the
cost of such activities are borne directly by customers;

The company acquired the SafeCell intellectual property from ASIQ for
$250,000.  The Company outsources all development work and incurred a cost for
such work of $102,000 in the 2008 year.  The Company's customers have not
borne any of this cost.

(11) Costs and effects of compliance with environmental laws (federal, state
and local); and

Not applicable

(12) Number of total employees and number of full time employees.

The company does not have any employees, instead engaging contractors,
including the Chief Executive Officer and the Chief Financial Officer.










































                                    - 6 -
<PAGE>




ITEM 2. DESCRIPTION OF PROPERTY.

The Company does not own any property other than the SafeCell intellectual
property and the SecurEtag marketing rights. The Company maintains its
corporate administration office at Level 1, 45 Exhibition Street, Melbourne,
Victoria, 3000, Australia.


ITEM 3. LEGAL PROCEEDINGS.

The Company is not a party to any litigation and management has no knowledge
of any threatened or pending litigation against the Company.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.










































                                    - 7 -
<PAGE>




PART II.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

The Company has authorized capital of 100,000,000 shares of Common Stock,
$.0001 par value, and 20,000,000 shares of preferred stock, $.0001 par value.
As of the date hereof, the Company has 58,213,654 shares of Common Stock
issued and outstanding and no shares of Preferred Stock outstanding.

Since March, 2000 the Company's Common Stock has been quoted on the NASD OTC
Bulletin Board.  Prior to that date, there was no public market for the
Company's securities.  The following table sets out the range of the high and
low sales prices for the Company's securities.

<TABLE>
<CAPTION>
Quarter Ended                                            Common Stock
                                                         High     Low
<S>                                                      <C>      <C>
June 30, 2006                                            $0.40    $0.30
September 30, 2006                                       $0.75    $0.17
December 31, 2006                                        $0.20    $0.05
March 31, 2007                                           $0.07    $0.01
June 30, 2007                                            $0.065   $0.012
September 30, 2007                                       $0.026   $0.017
December 31, 2007                                        $0.025   $0.018
March 31, 2008                                           $0.026   $0.018
June 30, 2008                                            $0.05    $0.026
</TABLE>

The Company currently intends to retain substantially all of its earnings, if
any, to support the development of its business and has no present intention
of paying any dividends on its Common Stock in the foreseeable future. Any
future determination as to the payment of dividends will be at the discretion
of the Board, and will depend on the Company's financial condition, results of
operations and capital requirements, and such other factors as the Board deems
relevant.

<PAGE>



















                                    - 8 -
<PAGE>




ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

OVERVIEW

Following the re-structure of the ASI Group and the acquisition of the
SafeCell intellectual property, the business of the Company is the licensing
of the SafeCell technology to generate license fees and royalties.  The
Company maintains a low cost structure as it has no employees, contracting the
services of executives and support engineers as required.  Because of the low
cost structure, the Company anticipates that the proceeds from stock issues
and revenue from license sales, will be sufficient to meet the Company's
operating and capital requirements for approximately 12 months.

RESULTS AND PLAN OF OPERATIONS

The Company had accumulated losses from inception to June 30, 2008 of
$8,052,240. Major components of the loss include depreciation, amortisation,
stock impairment, consulting and management fees, and operations costs. The
Company may be required to make significant additional expenditures in
connection with the development of the SafeCell and SecurEtag programs and
their marketing. The Company's ability to continue its operations is dependent
upon its receiving funds through its anticipated sources of financing
including capital raisings and revenues from operations.  The Company may be
required to raise additional capital through debt financing.

YEAR ENDED JUNE 30, 2008 COMPARED WITH YEAR ENDED JUNE 30, 2007

The Company revenue for the year ending June 30, 2008 was $300,000, compared
to revenue of $0 for the year ended June 30, 2007. Revenue in 2008 was from
license fees.

Expenses decreased from $762,604 for the twelve month period ending June 30,
2007 to $325,603 for the twelve month period ending June 30, 2008.  The
expenses in the year ended June 30, 2007, included six months trading results
for the former subsidiary, ASIQ Pty. Ltd. which was privatized at December 31,
2006 following the restructure of the Company.  Expenses for the twelve month
period ending June 30, 2008 decreased due to lower consulting fees, convention
expenses, management fees and assets write offs, but after increased
engineering expenses.  As a result, the net losses decreased from $762,581 in
the twelve month period ending June 30, 2007, to $25,603 for the twelve month
period ending June 30, 2008.

There was no foreign currency translation gain or loss for the year ended June
30, 2007 or for the year ended June 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

The Company has used the proceeds from the sale of the securities for payment
of operating costs to date.

The Company's cash and cash equivalents decreased from $5,984 at June 30, 2007
to $640 at June 30, 2008 as a result of operating losses but after capital
raising and loans from related parties.

The Company had a net loss of $25,603 from operating activities for the period
July 1, 2007 to June 30, 2008, primarily consisting of management fees and
engineering expenses.  The net loss from operating activities for such period
was less than the net loss from operating activities for the period July 1,
2006 to June 30, 2007 primarily as a result of decreased consulting fees,
convention costs, and the write off of intellectual property. The Company's
                                    - 9 -
<PAGE>




revenue for the twelve months ending June 30, 2008 was $300,000, compared to
$0 in the twelve month period to June 30, 2007.  The cash flow of the Company
from financing activities for the twelve months ending June 30, 2008 was from
the proceeds from issue of common stock and loans from related parties.

The Company's marketing plan anticipates that it will license the SafeCell
intellectual property from which it will receive royalties and license fees.
This plan may require significant capital from the Company for marketing and
patent costs.  Additional funding will also be required for the certification
of the SecurEtag system.  The Company may not have sufficient funds to fund
its operations in which case it will have to seek additional capital. 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.

The Company has no commitment for capital expenditure in the near future.

GOING CONCERN QUESTION

The financial statements appearing elsewhere in this report have been prepared
assuming that the Company will continue as a going concern. As such, they do
not include adjustments relating to the recoverability of recorded asset
amounts and classification of recorded assets and liabilities.

The Company's ability to continue its operations is dependent upon its raising
of capital through debt or equity financing in order to meet its working
needs. These conditions raise substantial doubt about the Company's ability to
continue as a going concern, and if substantial additional funding is not
acquired or alternative sources developed, management will be required to
curtail its operations.

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 provide the opportunity for the
Company to continue as a going concern.


ITEM 7. FINANCIAL STATEMENTS.

OVERVIEW

















                                    - 10 -
<PAGE>













                           ASI ENTERTAINMENT, INC.

                                CONSOLIDATED
                            FINANCIAL STATEMENTS

                            June 30, 2007 & 2008














































<PAGE>





                           ASI ENTERTAINMENT, INC.
                      Consolidated Financial Statements



                              TABLE OF CONTENTS



                                                                    Page

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM                                               F-1

CONSOLIDATED FINANCIAL STATEMENTS

      Consolidated balance sheet                                     F-2
      Consolidated statement of income and comprehensive income      F-3
      Consolidated statement of stockholders' equity                 F-4
      Consolidated statement of cash flows                      F-5, F-6
      Notes to consolidated financial statements               F-7, F-13







































<PAGE>




                    Larry O'Donnell, CPA, PC
Telephone (303) 745-4545                             2228 South Fraser Street
Fax (303)369-9384                                                      Unit 1
e-mail  larryodonnelcpa@msn.com                       Aurora, Colorado  80014
www.larryodonnellcpa.com

          Report of Independent Registered Public Accounting Firm

To the Board of Directors
ASI Entertainment, Inc.
Level 1, 45 Exhibition Street
Melbourne, Vic., 3000,
Australia

I have audited the accompanying consolidated balance sheets of ASI
Entertainment, Inc., as of June 30, 2008, and the related consolidated
statements of income and comprehensive income, stockholders' equity, and cash
flows for the years ended June 30, 2008 and 2007.  These financial statements
are the responsibility of the Company's management.  My responsibility is to
express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that I
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  I believe that my
audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ASI Entertainment, Inc. as of
June 30, 2008, and the results of its operations and cash flows for the years
ended June 30, 2008 and 2007 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements the Company has suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5 to the
financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



Larry O'Donnell, CPA, P.C.
September 27, 2008
Aurora, Colorado










                                     F-1
<PAGE>






                           ASI ENTERTAINMENT, INC.
                          CONSOLIDATED BALANCE SHEET
                                JUNE 30, 2008

                    ASSETS

Current Assets
      Cash                                       $          640
      Other receivables                                 200,000
                                                 --------------
Total Assets                                     $      200,640
                                                 ==============

     LIABILITIES AND SHARHOLDERS' EQUITY

Current Liabilities
      Accounts payable and accrued expenses      $       34,979
      Due to related parties                            528,187
                                                 --------------
            Total Current Liabilities                  563,166
                                                 --------------
Total Liabilities                                $      563,166
                                                 --------------

Stockholders' Equity
      Preferred stock $0.0001 par value;
            20,000,000 shares authorized;
            none issued and outstanding

      Common stock, $0.0001 par value;
            100,000,000  shares authorized;
            58,213,654 shares issued and
            58,213,654 outstanding               $        5,822

      Additional paid-in capital                 $    7,683,897
      Treasury stock - par value (50,000           $
      shares)                                               (5)
                                                           $
      Accumulated deficit                           (8,052,240)
      Accumulated other comprehensive loss       $            -
                                                 --------------
                                                         $
Total Stockholders' Equity                            (362,526)
                                                 --------------
Total Liabilities and Stockholders' Equity      $      200,640
                                                 ==============









The accompanying notes are an integral part of the consolidated financial
statements.

                                     F-2
<PAGE>




                           ASI ENTERTAINMENT, INC.
          CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                      For the Years Ended JUNE 30, 2008


                                       2007           2008
                                   -----------    -----------
Sales, net                         $        -    $        -
Licence Fees                                -       300,000

Cost of Sales                               -             -
                                  -----------   -----------
Gross Margin                                -       300,000

Selling, general and
administrative expenses               762,604       325,603
Option expense                              -             -
                                  -----------   -----------

Loss from operations                 (762,604)      (25,603)

Other income (expense)
      Interest income                      23             -
      Interest expense                      -             -
      Loss on equipment disposal
                                  -----------   -----------

Income (loss) before provision
for income taxes                     (762,581)      (25,603)

Provision for income tax                    -             -

Net income (loss)                  $(762,581)     $(25,603)

Other comprehensive income
(loss) - net of tax
Foreign currency translation
gains (losses)                              -             -
                                  -----------   -----------

Comprehensive profit (loss)        $(762,581)     $(25,603)
                                  ===========   ===========

Net income (loss) per share
(Basic and fully diluted)          $     (0.02)  $     (0.0004)
                                  ===========   ===========
Weighted average number of
common shares outstanding          32,639,509    57,293,809
                                  ===========   ===========








The accompanying notes are an integral part of the consolidated financial
statements.

                                     F-3
<PAGE>




                               ASI ENTERTAINMENT, INC.
                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                For the Years Ended JUNE 30, 2007 and JUNE 30, 2008

<TABLE>
<CAPTION>
                                                                                                           Accum.Other       Stock
                                             Common Stock          Paid In      Treasury      Accum.       Compre.       holders'
                                          Shares      Amount      Capital       Stock       Deficit     Income/Loss      Equity
<S>                                   <C>         <C>         <C>          <C>          <C>          <C>           <C>
Balances at June 30, 2006               23,007,293   $    2,301   $7,075,824    $     (5) $(6,561,285)   $ (191,301)      $325,533

Issuance of stock for cash              24,323,164        2,432      435,385                                               437,817

Compensatory stock issuances             7,945,972          795      122,554                                               123,348

Write off ASIQ investment                                                                    (817,109)      191,301       (625,808)

Net gain (loss) for the year
    ended June 30, 2007                                                                      (648,243)                    (648,243)
                                        ----------   ----------    ---------  ----------  -----------   -----------   ------------
Balances at June 30, 2007               55,276,429   $    5,528   $7,633,763    $     (5) $(8,026,637)   $        -    $  (387,353)

Issuance of stock for cash               2,098,336          210       35,120                                                35,329

Issuance of stock for debt retirement      838,889           84       15,016                                                15,100

Net gain (loss) for the year
    ended June 30, 20087                                                                      (25,603)                     (25,603)
                                        ----------   ----------    ---------  ----------  -----------   -----------   ------------
Balances at June 30, 2008               58,213,654   $    5,822   $7,683,899    $     (5) $(8,052,240)   $        -    $  (362,527)
                                        ==========   ==========    =========  ==========  ===========   ===========   ============
</TABLE>
























The accompanying notes are an integral part of the consolidated financial
statements.

                                         F-4
<PAGE>




                           ASI ENTERTAINMENT, INC.
                     CONSOLIDATED STATEMENT OF CASH FLOWS
            For the Years Ended JUNE 30, 2007 and JUNE 30, 2008

<TABLE>
<CAPTION>
                                                                           2007                   2008
                                                                    ------------------     ------------------
<S>                                                               <C>                    <C>
Cash Flows from Operating Activities:
        Net income/(loss)                                            $  (745,706)           $   (25,603)

        Adjustments to reconcile net income to net cash
        provided by (used for) operating activities:
                 Depreciation                                               2,658                      -
                 Compensatory stock issuances                             123,348                      -
                 Other Receivables                                        (74,768)              (125,000)
                 Accounts payable and accrued expenses                    (74,407)                 4,453
                 Write down intellectual property                         250,000                      -
                                                                   --------------         --------------
                 Net cash provided by (used for) operating
                 activities                                             (518,875)              (146,150)
                                                                   --------------         --------------

Cash Flows from investing activities:
        Purchase of fixed assets
        Purchase of intellectual property                               (250,000)                     -
        Monetary accounts on privatization of subsidiary                 100,759                      -
                                                                   --------------         --------------
                 Net cash provided by (used in) investing
                 activities                                             (149,241)                     -
                                                                   --------------         --------------
</TABLE>


                        (Continued On Following Page)





















The accompanying notes are an integral part of the consolidated financial
statements.

                                     F-5
<PAGE>




                           ASI ENTERTAINMENT, INC.
                     CONSOLIDATED STATEMENT OF CASH FLOWS
            For the Years Ended JUNE 30, 2007 and JUNE 30, 2008

                        (Continued from Previous Page)


<TABLE>
<CAPTION>
                                                                           2007                  2008
                                                                    ------------------    ------------------
<S>                                                                <C>                   <C>
Cash flow from financing activities:
        Increase/(decrease) in amount due to related parties              168,233                95,660
        Issuance of common stock                                          437,817                30,046
        Issuance of stock options                                               -                     -
        Issuance of stock for debt retirement                                   -                15,100
        Common stock subscription payable                                   5,283                     -
        Other loans and advances                                           61,814                     -
                                                                    --------------        --------------
                 Net cash provided by (used for)
                 financing activities                                     673,147               140,806
                                                                    --------------        --------------

Effect of exchange rate changes on cash                                         -                     -
                                                                    --------------        --------------

Net Increase/(Decrease) in cash                                             5,031                (5,344)
CASH AT THE BEGINNING OF THE PERIOD                                           953                 5,984
                                                                    --------------        --------------

CASH AT THE END OF THE PERIOD                                      $        5,984        $          640
                                                                    ==============        ==============
</TABLE>























The accompanying notes are an integral part of the consolidated financial
statements.

                                     F-6
<PAGE>






                           ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:

ASI Entertainment, Inc. ("ASI", the "Company"), was incorporated in the State
of Delaware on April 29, 1998. ASI owns the intellectual property in the
SafeCell product and the American and European marketing rights to SecurEtag.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of ASI
Entertainment, Inc. and its former wholly owned subsidiary, ASIQ Pty. Ltd.
("ASIQ") for the period to December 31, 2006. All intercompany accounts and
transactions have been eliminated in consolidation.

Basis of Presentation

The financial statements are prepared in accordance with Generally Accepted
Accounting  Principles  in  the  United  States  of  America.  The  financial
statements are expressed in United States dollars.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity
of three months or less as cash equivalents.

Accounts receivable

The Company reviews accounts receivable at each balance sheet date and makes
allowance  for  non-recoverability  the  Directors  and  Management  consider
appropriate. An allowance for doubtful accounts has been established, with
accounts over one year old from date of invoicing deemed uncollectible and
written off to bad debt expense. The Company did not have a bad debt expense
during the years ended June 30, 2007 and 2008.












                                     F-7
<PAGE>






                           ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):

Income tax

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 ("SFAS 109"). Under SFAS 109 deferred taxes are provided on
a liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.

At June 30, 2008 the Company had net operating loss carryforwards of
approximately $3,180,000 for U.S. tax purposes which begin to expire in 2019.
The deferred tax asset created by the U.S. net operating losses has been
offset by a 100% valuation allowance of $1,080,000. The change in the
valuation allowance for U.S. tax purposes in 2008 was $8,000.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss)
by the weighted average number of shares of common outstanding.

Property and equipment

Property and equipment are recorded at cost and depreciated under accelerated
methods over each item's estimated useful life.

Revenue recognition

Revenue is recognized on an accrual basis as earned under contract or license
terms. Revenue from ongoing services is recognized when invoiced monthly.

Comprehensive income (loss)

The Company accounts for comprehensive income (loss) under Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS 130"). SFAS 130 establishes standards for reporting and display of
comprehensive income and its components.

Financial instruments

The carrying value of the Company's financial instruments, including cash and
cash equivalents, accounts payable, and due to related parties, as reported in
the accompanying balance sheet, approximates fair value.





                                     F-9
<PAGE>






                           ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):

Products and services, and geographic areas

Company sales will be derived from royalty and license fees from the Company's
technology. The Company's are being marketed internationally but to date has
not secured any sales.

Stock Options

The Company applies APB Opinion 25 and Related Interpretations in accounting
for employee stock options. Accordingly, no compensation cost has been
recognized for its employee stock options (none were granted in 2007 and
2008).

Recent Accounting Pronouncements

In December 2007, the FASB issued FASB Statement No. 160 "Noncontrolling
Interests in Consolidated Financial Statements - an amendment of ARB No. 51"
("SFAS No. 160"), which causes noncontrolling interests in subsidiaries to be
included in the equity section of the balance sheet. SFAS No. 160 applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which shall be applied retrospectively for all periods presented. The Company
will adopt this standard at the beginning of the Company's fiscal year ending
December 31, 2008 for all prospective business acquisitions. The Company has
not determined the effect that the adoption of SFAS No. 160 will have on the
financial results of the Company.

In  March  2008,  the  Financial  Accounting  Standards  board  (FASB)  issued
Statement of Financial Accounting Standards No. 161, "Disclosures about
Derivative Instruments and Hedging Activities" (SFAS 161). SFAS 161 is
effective for fiscal years and interim periods beginning after November 15,
2008. SFAS 161 requires enhanced disclosures about Fund's derivative and
hedging activities. Management is currently evaluating the impact the adoption
of SFAS 161 will have on the Fund's financial statement disclosures.
















                                     F-10
<PAGE>






                           ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):

The FASB has revised SFAS No. 141.  This revised statement establishes uniform
treatment for all acquisitions.  It defines the acquiring company.  The
statement further requires an acquirer to recognize the assets acquired, the
liabilities assumed, and any non-controlling interest in the acquired at the
acquisition date, measured at their fair market values as of that date.  It
requires the acquirer in a business combination achieved in stages to
recognize the identifiable assets and liabilities, as well as the non-
controlling interest in the acquired, at the full amounts of their fair
values. This changes the way that minority interest is recorded and modified
as a parent's interest in a subsidiary changes over time.  This statement also
makes corresponding significant amendments to other standards that related to
business combinations, namely, 109, 142 and various EITF's.  This statement
applies prospectively to business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on
or after December 15, 2008.  The Company believes the implementation of this
standard will have no effect on our financial statements.

In May 2008, FASB issued SFAS 162, "The Hierarchy of Generally Accepted
Accounting Principles". Effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The Board does not expect that this Statement will result in a
change in current practice. However, transition provisions have been provided
in the unusual circumstance that the application of the provisions of this
Statement  results  in  a  change  in  practice.  The  Company  believes  the
implementation  of  this  standard  will  have  no  effect  on  our  financial
statements.

In May, 2008 FASB issued SFAS 163.  This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement also clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and  measurement  to  be  used  to  account  for  premium  revenue  and  claim
liabilities. Those clarifications will increase comparability in financial
reporting of financial guarantee insurance contracts by insurance enterprises.
This  Statement  requires  expanded  disclosures  about  financial  guarantee
insurance contracts. The Company believes the implementation of this standard
will have no effect on our financial statements.

Long-Lived Assets

In accordance with Statement of Financial Accounting Standard 144 "Accounting
for the Impairment or Disposal of Long-Lived Assets", the Company regularly
reviews the carrying value of intangible and other long-lived assets for the
existence of facts or circumstances, both internally and externally, that may
suggest impairment. If impairment testing indicates a lack of recoverability,
an impairment loss is recognized by the Company if the carrying amount of a
long-lived asset exceeds its fair value.


                                     F-11
<PAGE>






                           ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2. RELATED PARTY TRANSACTIONS

As of June 30, 2008 the Company owed officers, directors, and related parties
$528,000.

The Company in 2007 and 2008 incurred expenses of approximately $194,000 and
$161,000 respectively to a company affiliated through common stockholders and
directors for management expenses. These expenses normally remain as a
liability until paid.


NOTE 3. LEASE COMMITMENTS

Since January 1, 2007 the Company has entered into an
arrangement under which it uses premises at a cost of $100 per month, but has
not entered into a formal lease agreement.  ASIQ Pty. Ltd. leased computers
for which it paid rent of $1,894 in the period July 1, 2006 to December 31,
2006.


NOTE 4.  STOCKHOLDERS' EQUITY

Common stock

The Company as of June 30, 2007 had 100,000,000 shares of authorized common
stock,  $.0001  par  value,  with  55,276,429  shares  issued,  55,276,429
outstanding, and 50,000 shares in treasury. Treasury shares are accounted for
by the par value method.

The Company as of June 30, 2008 had 100,000,000 shares of authorized common
stock,  $.0001  par  value,  with  58,213,654  shares  issued,  58,213,654
outstanding, and 50,000 shares in treasury. Treasury shares are accounted for
by the par value method.

Preferred stock

The Company as of June 30, 2008 had 20,000,000 shares of authorized preferred
stock, $.0001 par value, with no shares issued and outstanding.

Stock options

At June 30, 2007 and 2008 the Company had stock options outstanding as
described below.











                                     F-12
<PAGE>






                           ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4.  STOCKHOLDERS' EQUITY (Continued):

Non-employee stock options

The Company accounts for non-employee stock options under SFAS 123, whereby
option costs are recorded based on the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more
reliably measurable.

At the beginning of fiscal year 2008, the Company had 446,100 non-employee
stock options outstanding. During 2007 104,600 options expired, leaving a 2008
year end outstanding balance of 341,500 non-employee stock options. The
options have an exercise price of $1.00 and expire at December 31, 2008.

Employee stock options

During 2007 and 2008 the Company issued no employee stock options.


NOTE 5.  GOING CONCERN

The  Company  has  suffered  recurring  losses  from  operations  and  in  all
likelihood will be required to make significant future expenditures in
connection with its ongoing operation. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.

The Company may raise additional capital through the sale of its equity
securities, through an offering of debt securities, or through borrowings from
financial institutions. The Company expects to generate revenue in the future
from license and royalty fees from its SafeCell and Securetag products.
Management believes that actions presently being taken to obtain additional
funding provide the opportunity for the Company to continue as a going
concern.





















                                     F-13
<PAGE>




ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable


ITEM 8A. Controls and Procedures.

(a)   Evaluation of Disclosure Controls and Procedures:  The Company's chief
executive officer and chief financial officer reviewed and evaluated the
Company's disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e)) as of the end of the period covered by this Form 10-KSB.  Based on
that evaluation, the Company's chief executive officer and chief financial
officer concluded that the Company's disclosure controls and procedures are
effective in timely providing them with material information relating to the
Company, as required to be disclosed in the reports the Company files under
the Exchange Act.

(b)   There have been no changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in our internal controls over
financial reporting during the last fiscal year that have materially affected
or could materially affect these internal controls over financial reporting.


ITEM 8B. Other Information.

None.

































                                    - 13 -
<PAGE>




PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The officers and directors of the Company are as follows:

Name:                          Title:
----                           -----
Richard Lukso                  Chairman and Director

Ronald J. Chapman              President and Director

Graham O. Chappell             Director

Philip A. Shiels               Chief Financial Officer and Director


All directors of the Company hold office until the next annual meeting of
shareholders or until their successors are elected and qualified. At present,
the Company's Bylaws provide for not less than one nor more than seven
directors. Currently, there are four directors of the Company. The Bylaws
permit the Board of Directors to fill any vacancy and such director may serve
until the next annual meeting of shareholders or until his successor is
elected and qualified. Officers serve at the discretion of the Board of
Directors.

The principal occupation and business experience for each officer and director
of the Company, for at least the last five years are as follows:

RICHARD LUKSO, 75, is the Chairman and Director of the Company. Mr Lukso
commenced his career in aviation in 1953 at USMC in the Marine Air Wing.  His
career has included senior executive positions with Lear Inc., Garrett
Airesearch and Learjet. In 1988, Mr Lukso joined Securaplane Technologies Inc.
as President and General Manager and co-owner. The company 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.

RONALD J. CHAPMAN, 56, serves as President and a director of the Company.
Commencing in 1985, Mr. Chapman founded and remains the managing director of
ASI Holdings Pty. Ltd. and ASIQ Ltd. Since inception, Mr Chapman has overseen
the product development and coordinated the marketing for ASIQ. Mr. Chapman is
also managing director and the beneficial owner of 100% of Chapman
International Pty Ltd., a shareholder of the Company.
















                                    - 14 -
<PAGE>




GRAHAM O. CHAPPELL, 63, 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
aviation trading and aerospace, technology and defence industries consultancy
company. Chappell Salikin has served as a consultant to ASIT Australia, ASI
Holdings Pty. Ltd. and ASI Entertainment Pty. Ltd. Mr. Chappell obtained a
Diploma of Aeronautical Engineering degree from the Royal Melbourne Institute
of Technology in 1968 and a Masters of Science (Air Transport Engineering)
from Cranfield University in 1974.

PHILIP A. SHIELS, 56, has been a director of the Company since 1996. 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 ASI Holdings Pty. Ltd.
and ASIQ Ltd. since 1994. Mr Shiels has served as the Director of Finance for
ASI Holdings Pty. Ltd. Mr. Shiels received a Bachelor of Business
(Accountancy) Degree from the Royal Melbourne Institute of Technology in 1976
and has been an Associate Member of the Institute of Chartered Accountants in
Australia since 1978.








































                                    - 15 -
<PAGE>




ITEM 10. EXECUTIVE COMPENSATION.

The Company has not entered into any employment agreements with its executive
officers or directors nor has it obtained any key-man life insurance.

Each director is entitled to receive reasonable expenses incurred in attending
meetings of the Board of Directors of the Company. The members of the Board of
Directors intend to meet at least quarterly during the Company's fiscal year,
and at such other times duly called. The Company presently has four directors.

The following table sets forth the total compensation paid or accrued by the
Company on behalf of the Chief Executive Officer and President of the Company
during 2008. No officer of the Company received a salary and bonus in excess
of $100,000 for services rendered during the fiscal year ended June 30, 2008:

SUMMARY COMPENSATION TABLE

NAME AND PRINCIPAL           FISCAL   ANNUAL    COMPENSATION       OTHER
POSITION                      YEAR    SALARY    BONUS/AWARDS    COMPENSATION
                                                                 ALL OTHER

Richard Lukso                 2008                                     $0
Chairman

Ronald Chapman,
President                     2008       0            0                 $0

Philip Shiels,
Chief Financial Officer       2008       0            0            $20,191

Graham Chappell               2008                                     $0
Director


1. The Company was invoiced $160,918 for management services rendered by
Research No.1 Trust.






















                                    - 16 -
<PAGE>




ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information as of the date of this
Report regarding the beneficial ownership of the Company's Common Stock by
each officer and director of the Company and by each person who owns in excess
of five percent of the Company's Common Stock giving effect to the exercise of
warrants or options held by the named security holder.

                                        Shares of Common
                                        Stock Beneficially   Percentage of
Name, Position and Address              Owned                Shares Owned

Ronald J. Chapman (2)                              5,674,618           9.75%
President and director
160 Silvan Road,
Wattle Glen
Victoria, 3096, Australia

Graham O. Chappell (3)                             1,771,406           3.04%
Director
5 Marine Parade, Suite 2
St. Kilda,
Victoria, 3148, Australia

Philip A. Shiels (4)                               3,698,522           6.35%
Chief Financial Officer and director
39 Alta Street
Canterbury, Victoria, 3126,
Australia

Richard Lukso                                      1,140,000           1.96%
Director
5610 Via Arbolado
Tucson, AZ, 85750

Ocean View Investments Pty. Ltd. (5)              13,888,889          23.86%
100 Barkly St
St Kilda, Victoria, 3182
Australia

Eric P. van der Griend (5)                        14,157,639          24.29%
100 Barkly St
St Kilda, Victoria, 3182
Australia

All the officers and directors
as a group (4 persons)                            12,284,546          21.07%


(1)  Assumes 58,213,654 shares of Common Stock issued and outstanding, or
      committed and to be issued.
(2)  Ronald J. Chapman, President and a director of the Company, owns 125,006
      shares directly and is the managing director (president) and majority
      shareholder of Chapman International Pty. Ltd., and may be considered
      the beneficial owner of the 450,000 Shares owned by it. Chapman
      International Pty. Ltd. is the controlling shareholder of ASIT Australia
                                    - 17 -
<PAGE>




      through which Mr. Chapman is the beneficial owner of 51,190 Shares. Mr.
      Chapman holds the power of attorney for the trustee of the Research No.
      1 Trust which holds 2,548,422 Shares. Mr. Chapman is a trustee and a
      beneficiary of the Madanosaj Superannuation Fund which holds 2,500,000
      shares.
(3)  Graham O. Chappell, a director of the Company, is the managing director
      (president) and sole shareholder of Chappell Salikin Weil Associates
      Pty. Ltd. and is considered the beneficial owner of the 788,006 Shares.
      Mr. Chappell is the sole shareholder of International Aviation Services
      Pty. Ltd. which owns 43,400 shares of which Mr. Chappell is considered
      the beneficial owner. Mr Chappell is a trustee and a beneficiary of the
      Chappell Salikin Weil Associates Pty. Ltd. Staff Superannuation Fund
      which holds 940,000 shares.
(4)  Philip A. Shiels, Chief Financial Officer and a director of the Company,
      holds the power of attorney for the trustee of the Research No. 2 Trust
      which holds 1,198,522 Shares. Mr. Shiels is a trustee and a beneficiary
      of the Shiels Superannuation Fund which holds 2,500,000 shares.
(5)  Eric P. van der Griend is a director and shareholder of Ocean View
      Investment Pty. Ltd. which owns 13,888,889 shares and a director and
      shareholder of Swiss Time Australia Pty. Ltd. which owns 268,750 shares.
      Mr van der Griend is considered the beneficial owner of 14,157,639
      Shares.






































                                    - 18 -
<PAGE>




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Ronald Chapman, Graham Chappell, and Philip Shiels are directors of the
Company and directors of the Company's former subsidiary ASIQ Pty. Ltd., now
named ASIQ Ltd. ("ASIQ").  On February 28, 2007, the Company entered into an
agreement to purchase the SafeCell intellectual property from ASIQ for
$250,000.  Since the SafeCell acquisition, the Company has looked to ASIQ and
the SafeCell creators to develop the flight test system and to promote
SafeCell to the airline industry. Future licensing of SafeCell to ASIQ for
airline opportunities will be negotiated on a case by case basis.

On May 29, 2008 the Company entered into a License Agreement with its former
subsidiary, ASIQ, under which ASIQ will:
 1. Continue to develop, manufacture and have a non exclusive right to market
    SafeCell.
 2. Secure the services of the SafeCell inventor, Mr Ron Chapman to assist in
    product development and marketing.
 3. Pay to ASIE a Royalty Fee of 10% of the revenue generated by SafeCell and
    received by ASIQ.
In addition, should ASIQ develop other applications for the SafeCell concept
outside the aviation industry, ASIQ and the Company will enter into separate
agreements setting out the basis on which ASIQ can use the SafeCell concept as
set out in the International PCT application, such agreements including
license and royalty payments.

On June 18, 2008, the Company entered into a Product License Agreement with
ASIQ, under which:
 1. The Company granted ASIQ the exclusive world wide license to the SafeCell
    intellectual property for development, marketing and sale for any ground
    based applications, including the PicoBlue application which has been
    developed by ASIQ.
 2. The Company agreed to contract ASIQ exclusively to integrate the PicoBlue
    application with SafeCell for use in the SafeCell in-flight program.
 3. The Company agreed not to utilize the PicoBlue software in any
    application other than the in-flight program.
 4. ASIQ agreed to pay the Company a license fee $200,000 plus royalty fees
    of 5% of the revenue received by ASIQ from Pico Blue.























                                    - 19 -
<PAGE>




ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits
Exhibit No.             Description

31.1                    Certification of the Chief Executive Officer 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)

(b) Reports filed on Form 8-K for the year ending June 30, 2008:

September 18, 2007: Notification received from the Australian Patent Office
that application lodged under the International Patent Cooperation Treaty.

March 13, 2008: Issue of press release announcing that a marketing license
agreement had been signed with Mr Edwin Chan.

May 30, 2008: Entered into a License Agreement with ASIQ Ltd. for the
development, manufacture and non exclusive marketing rights to SafeCell.

June 19, 2008: Entered into a Product License Agreement with ASIQ Ltd. for the
exclusive world wide license to the SafeCell intellectual property for
development, marketing and sale for any ground based applications and for the
integration of those applications for use in the SafeCell in-flight program.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The audit fees for the fiscal year ended June 30, 2007 and 2008 for
professional services rendered by Larry O'Donnell, CPA, P.C. were $11,100 and
$12,600, respectively.

AUDIT-RELATED FEES

There were no fees billed for services reasonably related to the performances
of the audit or review of our financial statements other then those disclosed
under the caption Audit Fees for fiscal years 2007 and 2008.

TAX FEES

None

ALL OTHER FEES

There were no other fees filled for services.





                                    - 20 -
<PAGE>




                                  SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.

                                    ASI ENTERTAINMENT, INC.


                                    By:   /s/ Ronald J. Chapman
                                          ------------------------------------
                                              Ronald J. Chapman, President

                                    By:   /s/ Philip A. Shiels
                                          ------------------------------------
                                              Principal Financial Officer

            Pursuant to the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

Signature                                 Title                       Date
- - - - ---------                         -----                       ----


/s/ Richard Lukso                         Director                   09/25/08
- - - - --------------------------------
      Richard Lukso


/s/ Ronald J. Chapman                     Director                   09/25/08
- - - - --------------------------------
      Ronald J. Chapman


/s/ Graham O. Chappell                    Director                   09/25/08
- - - - --------------------------------
      Graham O. Chappell


/s/ Philip A. Shiels                      Director                   09/25/08
- - - - --------------------------------
      Philip A.  Shiels

















                                    - 21 -
<PAGE>




                                CERTIFICATIONS
EX-31.1   CERTIFICATIONS OF CEO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002

I, Ronald J. Chapman, certify that:

1. I have reviewed this annual report on Form 10-KSB of ASI Entertainment,
Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: September 25, 2008

/s/ Ronald J. Chapman

Ronald J. Chapman
Chief Executive Officer
                                    - 22 -
<PAGE>




EX-31.2  CERTIFICATIONS OF CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002

I, Philip A. Shiels, certify that:

1. I have reviewed this annual report on Form 10-KSB of ASI Entertainment,
Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: September 25, 2008

/s/ Philip A. Shiels

Philip A. Shiels
Chief Financial Officer


<PAGE>





                           CERTIFICATION PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                           (18 U.S.C. SECTION 1350)


In connection with the Annual Report of ASI Entertainment, Inc., a Delaware
corporation (the "Company"), on Form 10-KSB for the period ending June 30,
2008, as filed with the Securities and Exchange Commission (the "Report"),
Ronald J. Chapman, Chief Executive Officer of the Company and Philip A. Shiels,
Chief Financial Officer of the Company, respectively, do each hereby certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350), that to his knowledge:

      (1) The Report fully complies with the requirements of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all
          material respects, the financial condition and result of operations
          of the Company.


/s/    Ronald J. Chapman

Ronald J. Chapman
Chief Executive Officer
September 25, 2008


/s/    Philip A. Shiels

Philip A. Shiels
Chief Financial Officer
September 25, 2008

[A signed original of this written statement required by Section 906 has been
provided ASI Entertainment, Inc. and will be retained by ASI Entertainment,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.]


</SEC-DOCUMENT>



















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