===============================================================================

                       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 year ended June 30, 2004

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from ___________ to ___________

                         Commission file number 0-27881

                             ASI ENTERTAINMENT, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

                          Ronald J. Chapman, President
                             1\12, Candlebark Court
                       Research, Victoria, 3095 Australia
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

                                 +61 3 9437 1233
                           --------------------------
                           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

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.   $25,086

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<PAGE>

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.

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, 2004;

Common Stock, par value $.0001 per share                   13,659,901
                                                -----------------------------
Documents incorporated by reference:        None


<PAGE>

10KSB
<TABLE>

<S>
<C>
PART I........................................................................2

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

ITEM 2. DESCRIPTION OF PROPERTY...............................................8

ITEM 3. LEGAL PROCEEDINGS.....................................................8

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................8

PART II. .....................................................................8

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS .............8

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............9

ITEM 7. FINANCIAL STATEMENTS.................................................11

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.....................................................12

PART III.....................................................................12

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
    COMPLIANCE WITH SECTION 16(A)OF THE EXCHANGE ACT.........................12

ITEM 10. EXECUTIVE COMPENSATION.. ...........................................14

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......14

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................17

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K....................................17


</TABLE>


                                      -1-
<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

THE COMPANY

ASI Entertainment 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 1/12 Candlebark Court,
Research, Victoria, 3095 Australia and its telephone number is +61-3-9437-1028
and fax number is +61-3-9437-1299. The United States offices of the Company
are located at 15200 East Girard Avenue, Suite 3000 Aurora, Colorado 80014.

BUSINESS

1. Overview

ASI has spent over a decade developing its expertise and reputation in both
software development and airline industry technologies, as a pioneer of
passenger data communications.  The core of ASI's intellectual property is
software which has evolved over years of flight-testing and commercial
operation. The hardware platform is also unique as it enabled ASI to pioneer
the passenger data link with major international airlines and was used as the
development platform by INMARSAT, the monopoly satellite service provider for
aircraft.

Airline passengers identification of Email as a service they want to access
while in flight, created the opportunity for ASI to capitalize on the airline
communications and E Commerce markets with two unique software programs:
1.  Inflight Email and Internet for airline passengers
2.  Cockpit Crew Electronic flight log

In August 2001, ASI acquired the marketing and manufacturing rights of the
SecurEtag package tracking technology.  The rights cover both North and South
America and Europe.

Email

ASI's latest products, are based on ASI's existing flight proven hardware and
software platform, the SIU (Server Interface Unit), which has been developed
and flight tested in conjunction with INMARSAT and SITA (the major providers
of satellite communications and ground based infrastructure for the airline
industry). ASI's software is unique as passengers can send an Email using
their existing Email software and access their Email while in-flight. The
system is designed to accommodate all laptops operating under Windows and
Macintosh platforms, including Windows 3.1, 95, 98, 2000 X/P and Mac System
OS 7 to OS X. To send an email is now affordable, as passengers will only be
charged for the actual amount of data transmitted and there are no
subscription fees. For as little as $1.00, passengers can send or receive
email and with ASI's latest service www.freemailconnection.com, they can now
access their inbox for free. The software displays the cost of the Email
prior to sending, and passengers have the option to decide which Emails should
be delivered to the aircraft. The central server automatically bills the
transactions direct to a credit card and a pre-paid account can also be
established for frequent flyers.

Internet

ASI's Internet program designated AirCommerce has evolved from the original
ASI-9000 concept into a web based application, offering in-flight E Commerce.

                                      -2-
<PAGE>

The AirCommerce system provides destination specific, cached web capable
content to passengers in their seats.  The passengers dial up the Network
Server Unit (NSU) from their laptop and can then navigate to pages of interest
using their favorite web browser. Sponsors and advertisers underwrite the cost
of the program and the surplus revenue is shared between ASI and the airline.
Air Commerce is a template based software module that can be certified for
installation on an aircraft server. The software allows an airline to build a
database of products and services and incorporate destination based
entertainment and information in an interactive web presentation format.

Electronic Flight Log

With the evolution of Tablet PC's incorporating handwriting recognition
technology, combined with the new Global GPRS and G3 high-speed data
communications network, the process of manual reporting can now be eliminated.
G3CARS is an Electronic Crew Reporting and Information System, which replaces
the existing manual system by eliminating the requirement for paper. G3CARS
improves efficiency and generates cost savings by reducing double handling
associated with receiving, reviewing, entering and distributing paper
documents. Up until now, all operational data such as the aircraft Log Books
are submitted on paper and must be physically collected prior to the
aircraft's departure. The forms are then manually entered into the airline
system.  This process is time consuming, unreliable and can delay the
aircraft's departure.

G3CARS provides aircrew with a fast and reliable way of submitting airline
operational documentation, while the aircraft is on the ground. It also
provides airline management with a low cost email link into the aircraft and
a fast reliable way to access important operational data in near real time.

SecurEtag

The SecurEtag system 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. SecurEtag's unique beam steering technology allows multiple low
cost passive tags to be detected in the field, without the need for batteries
or complicated anti-collision protocols, which increase the cost of the tag
and decrease the reading range.

2.	Target Markets

ASI has developed a multi tiered marketing strategy for the Internet and Email
programs that provide the opportunity to generate revenue in three target
markets within the airline industry. Offering the program to small to medium
sized airlines creates revenue streams in the supply of relevant equipment,
the selling of advertising space and the commissions received from goods and
services ordered by passengers whilst in flight.

With the latest development of its cost efficient Email service, ASI is able
to market its services, through strategic alliances, to major airlines around
the world.  These major airlines, as well as some of the smaller airlines,
posses the ability through existing data ports, to allow ASI to deliver a
simple and cost efficient service.

ASI's competitors in this area, are promoting similar services that will
entail extensive and expensive installations for airlines and high service
costs to the passenger.


                                      -3-
<PAGE>


Once ASI has established the service onboard, there is the potential to
provide the AirCommerce Program to these major airlines, creating an
additional revenue stream for both ASI and the airline.  The AirCommerce
program accommodates a database of destination information and allows
in-flight bookings and reservations.  The Company will receive revenues from
data communications and from the sale of advertising space available on the
AirCommerce programs. For G3CARS, ASI's aim is to keep the hardware cost to an
absolute minimum. ASI provides the airline with a recommended list of Tablet
PC's and licences airline to use the G3CARS software. The airline is charged
an initial fee to customise the forms and is required to pay for the onsite
training and system setup. The airline pays all communications cost which are
charged by the 3G service providers at a low flat data rate per month

The SecurEtag program will be set up first on a trial basis with a transport
company to identify and meet the technical and commercial requirements of the
North American market.  Once this initial stage is completed, the company will
be able to move to a commercial implementation program. The target market for
the technology 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.

CERTIFICATION PROCESS AND GOVERNMENT REGULATION

The installation and use of aircraft avionics requires prior certification and
approval by the 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.

The ACAMS has been flight tested and installed on Boeing 747-400 and Boeing
767-300 aircraft. The company has also certified programs on other hardware
platforms for Boeing 737-300, 757-200 and the McDonnell-Douglas DC-9-30 and
MD-82. The latest version of the ACAMS SIU has gained FAA approval for
installation on Boeing 747-400 with Saudis Airlines and Boeing 767-300 for
Alitalia.

As the G3CARS systems primary function is to deliver data when the aircraft is
parked at the departure gate, the only certification required is on the
compartment to house and charge the system during flight, which is provided by
the airline. The G3CARS tablet PC can be operated in-flight under the
regulations governing use of personal electronic devices (PED'S)
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.

                                      -4-
<PAGE>


PRODUCT DEVELOPMENT

Prior to the company acquiring the intellectual property, ASIT Australia had
spent approximately A$5,000,000 developing the ASI program. The Company has
subsequently invested a further $4,000,000 in developing the latest product
offering. The technology behind the Company's Programs evolved from a data
link aviation communications system, designated the Airline Communications and
Management System ("ACAMS") developed by ASIT Australia in conjunction with
Qantas Airways and Swissair. The development of the technology was sponsored
by Qantas Airways which required both an interface which would allow the crew
to communicate through the aircraft's satellite and radio communications data
link and an interface between the ACAMS datalink and the aircraft's video
systems. This interface evolved into the ASI-9000 computer video.

The G3CARS system has been developed based on COTS technologies combining the
latest in TabletPC, handwriting recognition software and the 3G broadband
communications link. The software platform has been developed using the .net
environment under the Microsoft development partner program.

The SecurEtag technology was developed to address the high rate of loss
through theft in the freight industry.  The license to the SecurEtag
technology was acquired to expand the operating base of ASI and to develop
further in the area of communications technologies.  Apart from the freight
industry, ASI believes there will be applications for the SecurEtag technology
in the aviation industry through the tracking of packages and other objects
both in the aircraft environment and the support services environment.

OPERATIONS TO DATE

The company has successfully completed flight testing with Alitalia and Saudi
Airlines. The Alitalia program is on hold due to the company restructure and
the Saudi program is in final stages of negotiations.  The company has signed
a 5 year contract with AirOne for the G3CARS system and the fleet of 27
aircraft will be equipped by the end of this year.

SALES AND PRICING

The Company sells both the Email and Internet system under Supply and License
Agreements under which ASI receives payment, plus a share of the revenue
generated from the programs. ASI supplies equipment on either a sale basis or
alternatively may negotiate to provide the equipment at a discounted price in
exchange for a larger revenue share. The AirCommerce marketing is based on
selling advertising on the programs run on ASI supplied equipment.  The
Company believes that the revenue can be enhanced when the communication link
is installed, allowing passengers to purchase goods and services being
promoted via the system.

ASI will generate revenue from email programs by charging passengers per
kilobyte of data transmitted over the air-to-ground link.

The Company will purchase hardware from appropriate suppliers, depending on
the specification requirements of each airline. The Company subcontracts the
production of the ACAMS SIU integration technology. On G3CARS, airlines pay a
fixed fee per fight.

While the Company is still formulating the marketing plan for SecurEtag, it
expects to be able to generate revenue either from the sale of RFID tags or
through the management of a loss prevention or detection programs, or from a
combination of both.


                                      -5-
<PAGE>


OPERATIONS AND SUPPLIERS

The Company has two facilities in Australia, one certified to support the SIU
hardware platform and the other providing software development, network
services, gateway, and administration. The company also has an office in
Denver, Colorado providing logistics support and more recently established an
office in California to support the strategic alliances being forged with the
major aircraft systems manufacturers.

The Company's core component of the Email/Internet programs is the ACAMS SIU
which as been manufactured to date by ASIT Australia and Philips Defence
Systems Group. In future the Company anticipates that it will outsource the
production of its equipment or will modify equipment from a suitable aviation
certified manufacturer.

The Company has out-sourced all of its operations to companies and individuals
specializing in either the manufacture and installation of avionics or the
procurement of advertisement sponsors.   The Company will contract with an
installation company to install its equipment on the customer airline.  Once
installed, the Company out-sources all of the hardware engineering and
technical support services to ASIT Australia and other suitably certified
organizations. On G3CARS the airline sources the hardware platform direct
based on a list of recommended system. ASI provides the software and assists
the airline with the installation contractors and training.

Similarly, the Company will outsource the manufacture and supply of all
equipment and components required for the SecurEtag program.

MARKETING

The Company researches the market and targets selected airlines based on a
commercial and technical evaluation. The Company has formed relationships with
other avionics manufacturers who sell complimentary products to the Company's.
The Company anticipates these strategic partners will introduce the Company to
airlines as such target airlines look for ways to enhance the products and
services they purchase from the alliance partner.

CUSTOMERS

The company signed its first contract with AirOne in May this year and expects
to secure a second airline in the fourth quarter 2004.

COMPETITION

The Company believes that it operates in a market niche offering the lowest
cost email solution for airlines where there are no other companies providing
both the same product with a similar price structure.  The Company believes,
however, that the market for technologically advanced in-flight entertainment
and communications systems is emerging and that competition to provide such
services to the airlines will be intense. The Company is aware of several
other companies that provide systems that compete with the Company's products,
some of which have been installed on aircraft.  Most of these competitors have
substantially greater financial and other resources than the Company and,
accordingly, may have a significant competitive advantage over the Company.

The effect of September 11 has reduced the Company's principal competitors to
only Tenzing and Connexion by Boeing. Companies such as Matsushita Avionics
Systems Corporation and Stratos also offer a short message service (SMS) which
could be perceived as a competitor to Email.  The company is working with both
these organizations to integrate the ASI system.

                                      -6-
<PAGE>


The Company believes that it will be able to compete with other companies
based on the company's marketing plan that provides flexible terms on
equipment and revenue sharing.  The Company targets airlines that will be
attracted to this structure which allows the airline to provide more
customized service at little cost to the airline. The Company believes that
although most of the Company's competitors are marketing more technologically
advanced communication and entertainment systems, those competing services are
offered at a far greater expense to the airlines both in the capital cost and
in the operating costs. On G3CARS, ASI has no direct competitors as Boeing and
Airbus have been focused on meeting the demands of major airlines to provide
what they have designated as Electronic Flight bag ("EFB").  EFB is a flight
certified system incorporated into the existing cockpit avionics designed to
provide the pilot with navigational information. The system also provides
electronic form storage and is accessed from the keypad on the flight
management computer display.  The current Boeing offering has been selected by
KLM and Thai Airways and costs approximately $250,000 but is only certified on
the B777. There are also programs in the USA based on wireless 802.11b called
Gatelink. With Gatelink, the airline installs a wireless system at each
airport and connects to a dedicated computer or a laptop in the cockpit. At
this stage, apart from Gatelink programs in the USA, Singapore Airlines has a
wireless system under test on Singapore airport.  Lufthansa tested an earlier
wireless version some years ago and rejected it.

The main competition for the SecurEtag technology will come from bar-coding
technologies as well as new developments in RFID technologies.  The increasing
rate of theft and the demand of freight customers to know the status of goods
they have shipped will increase demand for technology similar to and that
would compete with the SecurEtag technology.  Another competitive factor to
determine the success of SecurEtag will be the time it takes ASI to develop a
market for the product and the alternate products that are developed in that
time. There is no assurance that the Company's competitors will not offer
services similar to the Company's with a similar business plan. Nor is there
an assurance that passengers and airlines will not demand more technologically
advanced communication and entertainment products or that the Company will be
able to compete with other more established sources for advertising.
Similarly, there can be no assurances that other tagging technologies will not
be developed that will compete with the SecurEtag technology.

EMPLOYEES

The Company is managed by Ronald Chapman in his capacity as President and
Chief Executive Officer and Philip Shiels in his capacity as Executive
Director and Chief Financial Officer. The company recently appointed
Mr. Richard Lukso as Chairman of the Board. The Company currently contracts
the engineering team and engages sub-contractors when additional resources
are required.

INDUSTRY OVERVIEW

The events on September 11, 2001 in the USA and the SARS virus have had a
significant effect on the airline industry.  Despite this, the longer term
growth of the airline industry is expected to continue.  Boeing are predicting
airline passenger growth of 5.2% per annum over the period 2004 - 2023, 2%
above the predicted worldwide rate of economic growth of 3.1% for the same
period (Source Current Market Outlook 2004, - www.boeing.com/commercial).
Recent industry surveys have confirmed that Email/Internet is still a high
priority for airline passengers.

                                      -7-
<PAGE>

As G3CARS requires minimal financial outlay and its justification is based on
improving operational efficiencies, ASI believes their will be strong
demand for this type of product.

In regard to SecurEtag, while security and tracking of packages is a higher
priority in the transport industry, the worldwide economic downturn has seen a
substantial reduction in program development and capital expenditure on new
systems.  The company expects that the problems associated with security will
not change and that as the economies recover, so will the demand for new
technologies.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company does not own any property other than its inventory of equipment,
office equipment and fittings. The Company maintains its marketing,
engineering, customer support and corporate administration offices at 1/12
Candlebark Court.

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.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER 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 13,659,901 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.

Quarter Ended                                    Common Stock
                                               High         Low
March 31, 2000                                $1.25        $1.25
June 30, 2000                                 $1.81        $1.00
September 30,2000                             $1.50        $0.63
December 31, 2000                             $0.63        $0.28
March 31, 2001                                $0.53        $0.50
June 30, 2001                                 $0.51        $0.51
September 30,2001                             $0.51        $0.51
December 31, 200                              $0.51        $0.51
March 31, 2002                                $0.51        $0.21
June 30, 2002                                 $0.35        $0.21
September 30,2002                             $0.42        $0.20
December 31, 2002                             $0.60        $0.34
March 31, 2003                                $0.69        $0.34
June 30, 2003                                 $0.51        $0.72
September 30,2003                             $0.55        $0.37
December 31, 2003                             $0.51        $0.36
March 31, 2004                                $0.51        $0.45
June 30, 2004                                 $0.55        $0.40

                                      -8-
<PAGE>

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.

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

OVERVIEW

The Company has a very low cost structure as its engineering operations are
based in Australia compared to its competitors who are based in Seattle,
Washington, U.S.A. This allows the company to offer competitive pricing in US
Dollars while its cost structure is based on Australian Dollars.

The company focuses it resources on marketing, software development and
maintains a prototyping research and development capability. The hardware
platform was designed to ensure that is could be supported and manufactured by
any aviation certified company. Under arrangements with ASIT Australia, the
Company maintains Australian aviation certification. This allows the Company to
subcontract the production and support of the hardware, which in turn
eliminates the cost of maintaining FAA manufacturing accreditation. The company
has an arrangement with an FAA certified facility to provide hardware and
installation support.

As the company is now entering an accelerated marketing phase, the marketing
costs are expected to increase. The company is progressively increasing its
operations in North America and anticipates establishing a marketing presence
in Europe.

Because of the low cost structure, the Company anticipates that the proceeds
from earlier stock subscriptions, revenues from any exercise of the Options,
anticipated revenues from operations, and proceeds available from its suppliers
will be sufficient to meet the Company's contemplated operating and capital
requirements for approximately 12 months.

RESULTS AND PLAN OF OPERATIONS

The Company had accumulated losses from inception to June 30, 2004 of
$4,538,259. Major components of the loss includes depreciation, amortisation,
stock impairment, offering costs, consulting and operations costs and foreign
currency translation losses. The Company may be required to make significant
additional expenditures in connection with the development of the
Email/Internet, AirCommerce 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 exercise of
Options, revenues from operations, and proceeds available from its suppliers.
However, the Company may be required to raise additional capital through debt
or equity financing.

The Company intends to use future revenues, if any, for the purchase of
equipment for its Email, G3CARS, AirCommerce and SecurEtag programs and for
capital expenditures and working capital for its proposed operations, and
certain fees, costs and expenses associated with this offering.

YEAR ENDED JUNE 30, 2004 COMPARED TO YEAR ENDED JUNE 30, 2003

The Company received revenue of $25,086 for the year ending June 30, 2004,
compared to revenue of $50,100 for the year ended June 30, 2003.

                                      -9-
<PAGE>


Net losses increased from $895,030 in the twelve month period ending June 30,
2003, to $1,488,562 for the twelve month period ending June 30, 2004, as a
result of increased operating expenses and the cost taken up for the issue of
options to investors. Expenses increased from $944,955 for the twelve month
period ending June 30, 2003 to $1,506,070 for the twelve month period ending
June 30, 2004.

The Company had a foreign currency translation gain of $30,045 for the twelve
month period ending June 30, 2004, compared to a foreign currency translation
gain of $160,058 for the twelve month period ending June 30, 2003. As a result,
the Company recorded a comprehensive loss of $1,458,517 for the twelve months
ended June 30, 2004, compared to a comprehensive loss of $734,972 for the
twelve months ended June 30, 2003.

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 has received revenue totaling $25,086
during the fiscal year ended June 30, 2004.

The Company's cash and cash equivalents increased from negative $2,912 at
June 30, 2003 to $34,222 at June 30, 2004 as a result of capital raising, and
after operating losses.

The Company had a net loss of $1,488,562 from operating activities for the
period July 1, 2003 to June 30, 2004, primarily consisting of management and
professional fees, engineering, stock impairment and cost of issuing stock
options. The net loss from operating activities for such period was greater
than the net loss from operating activities for the period July 1, 2002 to
June 30, 2003 primarily as a result of decreased revenue and increased
engineering, stock impairment, travel and cost of issuing stock options, but
after decreased consulting fees.  The Company's revenue for the twelve months
ending June 30, 2004 was $25,086, compared to $50,100 in the twelve month
period to June 30,2003. The cash flow of the Company from financing activities
for the twelve months ending June 30, 2004 was mainly from the proceeds from
issue of common stock and loans from related parties.

The Company's marketing plan anticipates that it will install and maintain the
Email/Internet and AirCommerce programs on commercial airlines. This plan may
require significant initial capital from the Company for the production,
acquisition, installation and maintenance of the Email/Internet and AirComerce
programs possibly before any revenues are received.  Additional funding will
also be required for the certification of the SecurEtag system. The Company
may not have sufficient funds to purchase or install the equipment in which
case the Company 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 may also attempt to negotiate with vendors or
customer airlines revenue sharing arrangements by which the Company will share
the advertising revenue if the vendor or customer airline provides capital for
the equipment.

The Company has no commitments for capital expenditures 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

                                      -10-
<PAGE>

amounts and classification of recorded assets and liabilities. On July 1, 1998,
the Company acquired 100% of ASI Entertainment Pty Ltd., ("ASIE") an Australian
corporation. ASIE had accumulated losses of approximately $2,404,000 at June
30, 2004 and will be required to make significant expenditures in connection
with continuing engineering and marketing efforts along with general and
administrative expenses. 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 subsequent to the
acquisition, 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. The Company may also attempt to negotiate
with vendors or customers, revenue sharing arrangements by which the Company
will share the revenue if the vendor or customers provides capital for the
equipment. 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.






































                                      -11-
<PAGE>










                                   ASI ENTERTAINMENT, INC.

                                       CONSOLIDATED
                                   FINANCIAL STATEMENTS

                                   June 30, 2003 & 2004



























<PAGE>




                                   ASI ENTERTAINMENT, INC.
                             Consolidated Financial Statements



                                     TABLE OF CONTENTS



                                                            Page

INDEPENDENT AUDITOR'S REPORT ON
    THE CONSOLIDATED FINANCIAL STATEMENTS                    F-1


CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated balance sheet                               F-2
     Consolidated statement of operations                     F-3
     Consolidated statement of stockholders' equity           F-4
     Consolidated statement of cash flows                     F-5
     Notes to consolidated financial statements               F-7





















<PAGE>


                                   RONALD R. CHADWICK, P.C.
                                 Certified Public Accountant
                              2851 South Parker Road, Suite 720
                                   Aurora, Colorado  80014
                                   Telephone (303)306-1967
                                       Fax (303)306-1944


                                INDEPENDENT AUDITOR'S REPORT


Board of Directors
ASI Entertainment, Inc.
Melbourne, Australia

I have audited the accompanying consolidated balance sheet of ASI
Entertainment, Inc. as of June 30, 2004 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
ended June 30, 2003 and 2004. 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 audit.

I conducted my audit in accordance with the 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
audit provides a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ASI Entertainment,
Inc. as of June 30, 2003 and the results of its operations and its cash flows
for the years ended June 30, 2003 and 2004 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 6 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 also described in Note 6.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

Aurora, Colorado                                   /s/Ronald R. Chadwick, P.C.
September 27, 2004                                    RONALD R. CHADWICK, P.C.






                                     F-1
<PAGE>

                            ASI ENTERTAINMENT, INC.
                          CONSOLIDATED BALANCE SHEET
                               June 30, 2004

ASSETS

Current assets
      Cash                                                $    34,222
      Advances                                                  3,293
      Other                                                     3,923
                                                           ----------
             Total current assets                              41,438
                                                           ----------
      Property and equipment, net                             699,086
                                                           ----------
                                                              699,086
                                                            ---------
Total Assets                                               $  740,524
                                                            =========
LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
      Accounts payable and accrued expenses               $    39,165
      Due to related parties                                  150,903
      Stock subscription payable                                8,926
                                                           ----------

          Total current liabilities                           198,994
                                                           ----------
Total Liabilities                                             198,994
                                                           ----------

Stockholders' Equity
      Preferred stock, $.0001 par value;
          20,000,000 shares authorized; none
          issued and outstanding                                    -
      Common stock, $.0001 par value;
          100,000,000 shares authorized;
          13,709,901 issued and 13,659,901 outstanding          1,366
      Additional paid in capital                            5,823,898
      Additional paid in capital - discount on shares        (745,470)
      Treasury stock - par value (50,000 shares)                   (5)
      Accumulated deficit                                  (4,340,137)
      Accumulated other comprehensive loss                   (198,122)
                                                           ----------
Total Stockholders' Equity                                    541,530
                                                          -----------
Total Liabilities and Stockholders' Equity               $    740,524
                                                          ===========





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

                                     F-2
<PAGE>

                            ASI ENTERTAINMENT, INC.
                    CONSOLIDATED STATEMENT OF OPERATIONS
                 For The Years Ended June 30, 2003 and 2004


                                                    2003              2004
                                                    ----              ----
Sales, net                                  $      50,100         $   25,072

Cost of sales                                        (186)            (7,578)
                                               ----------         ----------
Gross margin                                       49,914             17,494

Selling, general and administrative
     expenses                                     932,583            993,165

Option expense                                    175,395            509,428
                                               ----------         ----------
Loss from operations                             (895,041)        (1,485,099)

     Other income (expense)
     Interest income                                   11                 14
     Interest expense                                                    (16)
      Loss on equipment disposal                                       (3,461)
                                               ----------         ----------
Income (loss) before provision for income taxes  (895,030)        (1,488,562)

Provision for income tax                                -                  -

Net income (loss)                            $   (895,030)       $(1,488,562)

Other comprehensive income (loss)
Foreign currency translation gains (losses)       160,058             30,045
                                               ----------         ----------
Comprehensive loss                           $   (734,972)       $(1,458,517)
                                               ==========         ==========
Net income (loss) per share
(Basic and fully diluted)                  $        (0.08)    $        (0.12)
                                               ==========         ==========
Weighted average number of
common shares outstanding                      11,285,136         12,286,564
                                               ==========         ==========


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, 2002 and 2003
<TABLE>
<CAPTION>
                                                              Paid in                             Accum.
                                                              Capital                             Other          Stock-
                                Common Stock       Paid In    Discount   Treasury    Accum.       Compre.       holders'
                               Shares    Amount    Capital    On Shares   Stock      Deficit      Income/loss    Equity
                               ------    ------    -------    ---------   -----      -------      -----------    ------
<S>
<C>                            <C>       <C>       <C>        <C>         <C>        <C>          <C>            <C>

Balances at June 30, 2002    10,617,601 $1,062   $3,790,520  $(745,470)   $  (5)   $(1,956,545)   $(388,225)    $701,337

Exercise of stock options       379,840     38      189,882                                                      189,920

Compensatory stock issuances    642,500     64      321,186                                                      321,250

Issuance of stock for cash      171,286     17       76,358                                                       76,375

Compensatory option issuances                        12,372                                                       12,372

Foreign currency
    translation gain (loss)                                                                         160,058      160,058

Net gain (loss) for the year
    ended June 30, 2003                                                               (895,030)                 (895,030)
                             ----------  -----    ---------   ---------    -----     ----------     --------     -------
Balances at June 30, 2003    11,811,227 $1,181   $4,390,318  $(745,470)   $  (5)   $(2,851,575)   $(228,167)    $566,282

Exercise of stock options       830,674     83      415,254                                                      415,337

Compensatory stock issuances    250,000     25      124,975                                                      125,000

Issuance of stock for cash      100,000     10       49,990                                                       50,000

Issuance of stock for debt
  Retirement                    668,000     67      333,933                                                      334,000

Compensatory option issuances                       509,428                                                      509,428

Foreign currency
    translation gain (loss)                                                                          30,045       30,045

Net gain (loss) for the year
    ended June 30, 2004                                                             (1,488,562)               (1,488,562)
                             ----------  -----    ---------   ---------    -----    -----------    ---------    --------
Balances at June 30, 2004    13,659,901 $1,366   $5,823,898  $(745,470)   $  (5)   $(4,340,137)   $(198,122)    $541,530
                             ==========  =====    =========   =========    =====    ===========    =========    ========
The accompanying notes are an integral part of the consolidated financial statements.
                                                                F-4
</TABLE>
<PAGE>


                            ASI ENTERTAINMENT, INC.
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                  For The Years Ended June 30, 2003 and 2004



                                                      2003             2004
                                                      ----             ----
Cash Flows From Operating Activities:
     Net income (loss)                         $   (895,030)    $ (1,488,562)

     Adjustments to reconcile net income to
     net cash provided by (used for)
     operating activities:
          Depreciation                                4,236            1,731
          Amortization                               16,178                -
          Loss on equipment disposal                      -            3,461
          Compensatory stock issuances              321,250          155,000
          Compensatory option issuances              12,372          509,428
          Impairment write down                     175,395          214,155
          Trade accounts receivable                 (28,888)          48,888
          Other receivables                            (378)          46,524
          Accounts payable and accrued expenses      (3,465)          (3,306)
             Net cash provided by (used for)  -------------    -------------

             operating activities                  (398,330)        (512,681)
                                              -------------    -------------

Cash Flows From Investing Activities:
         Purchase of fixed assets                    (5,048)          (1,253)
         Sale of fixed assets	                             -            6,490
             Net cash provided by (used for)  -------------    -------------
             investing activities                    (5,048)           5,237
                                              -------------    -------------




(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, 2003 and 2004

(Continued From Previous Page)


                                                      2003             2004
                                                      ----             ----
Cash Flows From Financing Activities:
     Due to related parties                          94,413          130,807
     Issuance of common stock                       266,295          435,337
     Common stock subscription payable               21,885          (12,959)
               Net cash provided by (used for)-------------    -------------
               financing activities                 382,593          553,185
                                              -------------    -------------
Effect of exchange rate changes on cash               9,391           (8,607)
                                              -------------    -------------
Net Increase (Decrease) In Cash                     (11,394)          37,134
Cash At The Beginning Of The Period                   8,482           (2,912)
                                              -------------    -------------
Cash At The End Of The Period                 $      (2,912)   $      34,222
                                              =============    =============

Schedule Of Non-Cash Investing And Financing Activities

During 2004 the Company issued 770,674 shares of common stock to retire
$334,000 in debt to a related party.


Supplemental Disclosure
                                                      2003             2004
                                                      ----             ----
Cash paid for interest                    $              -  $            16
Cash paid for income taxes                $              -  $             -








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 provides Email and Ecommerce systems for
airline passengers with its Data3mail and AirCommerce products. ASI
Entertainment, Inc. and its subsidiary are hereinafter referred to as the
"Company".

Principles of consolidation
---------------------------
The accompanying consolidated financial statements include the accounts of ASI
Entertainment, Inc. and its wholly owned subsidiariy, ASI Entertainment Pty.,
Ltd. ("ASIE"). 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 basis of accounting
differs from that used in the Australian statutory financial statements of
ASIE. Adjustments are made to translate the statutory financial statements of
ASIE to United States Generally Accepted Accounting Principles. The financial
statements are expressed in United States dollars. The functional currency of
ASIE is the Australian dollar.

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 has established an allowance for doubtful accounts, with accounts
deemed uncollectible written off to bad debt expense. In 2004 $25,551 was
written off to bad debt expense.



                                     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, 2004 and 2003 the Company had net operating loss carryforwards of
approximately $2,559,100 and $1,714,000 which expire under Australian tax law
at various dates through the year 2009, in addition to net operating loss
carryforwards of approximately $2,022,000 and $1,137,000 for U.S. tax purposes
at June 30, 2004 and 2003 which begin to expire in 2019. The deferred tax
asset created by the Australian and U.S. net operating losses ($788,734 for
U.S. tax purposes) has been offset by a 100% valuation allowance. The change
in the valuation allowance for U.S. tax purposes in 2004 was $345,262.

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. Warrants,
stock options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.

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









                                     F-8
<PAGE>

                           ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

Foreign currency translation
----------------------------
The functional currency of ASIE is the Australian dollar. Financial statements
for these entities are translated into United States dollars at year end
exchange rates as to assets and liabilities and weighted average exchange
rates as to revenues and expenses. Capital accounts are translated at their
historical exchange rates when capital transactions occurred.

Revenue recognition
-------------------
Revenue is recognized on an accrual basis as earned under contract terms.

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. The foreign currency translation
gains (losses) resulting from the translation of the financial statements of
ASIE, expressed in Australian dollars, to United States dollars are reported
as Other Comprehensive Income (Loss) in the Statement of Operations and as
Accumulated Other Comprehensive Income (Loss) in Stockholders' Equity.

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.

Products and services, geographic areas and major customers
-----------------------------------------------------------
Company sales are derived from the sale of communications equipment and
services to the commercial airline industry, are to external customers, and
currently originate in and through the Company's Australian subsidiary ASI
Entertainment Pty., Ltd. to non-domestic customers. The Company had one
major customer accounting for 100% of its sales in 2004 and another in 2003.
In addition to cost of goods sold, the Company incurred direct marketing
expenses of  approximately 78% on its sales in 2004, and 58% in 2003. The
Company's long term assets are held through ASI Entertainment Pty., Ltd. in
Australia.



                                     F-9
<PAGE>

                           ASI ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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 (no employee stock options were
granted in 2003 and 833,333 were granted in 2004). Had compensation cost for
the Company's employee stock option awards and incentive stock option plan
been determined based on the fair value at the grant dates for awards under
the stock option grants and incentive stock option plan consistent with the
method of FASB Statement 123, the Company's net income and earnings per share
would have changed as indicated in the pro forma amounts below:

                                                         2004           2003
                                                         ----           ----
Net income (loss)                 As reported       (1,488,562)    (  895,030)

Add: Stock-based employee compensation
expense included in reported net income, net
of related tax effects                                       -              -
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects         (   126,860)             -

Pro forma                                          $(1,615,422)   $(  895,030)

Basic and fully diluted	As reported                      $(.12)         $(.08)
    earnings per share       Pro forma                   $(.13)         $(.08)



























                                     F-10

                           ASI ENTERTAINMENT, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

Recent Accounting Pronouncements
--------------------------------
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 requires that a liability for
costs associated with an exit or disposal activity be recognized and measured
initially at fair value only when the liability is incurred. Prior to the
adoption of SFAS No. 146, such amounts were recorded upon the Company's
commitment to a restructuring plan. SFAS No. 146 is effective for exit or
disposal activities that are initiated after December 31, 2002. Accordingly,
the Company has adopted this statement for applicable transactions occurring
on or after January 1, 2003.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure (An amendment of FASB Statement No.
123)". SFAS No. 148 amends SFAS No. 123 to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. SFAS No. 148 also requires prominent
disclosures in both annual and interim financial statements about the method
of accounting for stock-based employee compensation and the effect of the
method on reported results. The Company has adopted the provisions of SFAS
No. 148 which are effective for financial statements issued for fiscal years
beginning after December 15, 2002. The adoption did not have a material
effect on the results of operations of the Company.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS 149 amends and clarifies
financial accounting and reporting for derivative instruments. The Company has
adopted the provisions of SFAS No. 149 which are effective in general for
contracts entered into or modified after June 30, 2003. The adoption did not
have a material effect on the results of operations of the Company.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its
scope as a liability (or an asset in some circumstances). Many of those
instruments were previously classified as equity. The Company has adopted the
provisions of SFAS No. 150 which are effective in general for financial
instruments entered into or modified after May 31, 2003. The adoption did not
have a material effect on the results of operations of the Company.










                                     F-11
<PAGE>

                           ASI ENTERTAINMENT, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.


NOTE 2. RELATED PARTY TRANSACTIONS

As of June 30, 2004 the Company owed officers, directors, and related parties
$150,903 for expenses incurred on behalf of the Company.

The Company in 2004 and 2003 incurred expenses of approximately $173,000 and
$166,000 respectively to a company affiliated through common stockholders and
directors for management expenses.


NOTE 3. LEASE COMMITMENTS

The Company carries two leases for office and storage space in Australia. One
lease expires in October 2004 and one in 2006. The lease expiring in 2006 is
noncancellable, and carries an option to renew. Combined monthly payments are
approximately $1,450 per month plus taxes. Rent expense incurred under the
leases in 2004 and 2003 was approximately $21,000 and $10,500. Subsequent to
June 30, 2004 future minimum payments under the leases not including estimated
costs for taxes are approximately $22,400. Subsequent to June 30, 2004 minimum
future lease payments for each of the next two years are approximately $13,500
and $8,900.











<PAGE>
                                     F-12

                           ASI ENTERTAINMENT, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4. PROPERTY AND EQUIPMENT

The following is a summary of property and equipment at June 30, 2004:

Communications equipment, and other                      $  1,409,732
Less: Accumulated depreciation                               (296,466)
   Impairments                                               (414,180)
                                                           ----------
                                                        $     699,086
                                                          ===========

Depreciation expense for the years ended June 30, 2004 and 2003 was $1,731 and
$4,236 respectively. The Company tested its Airline Cabin Management and
Communications Systems ("ACAMS") hardware platform equipment at the end of
2004 and 2003 for impairment, as the equipment had not yet been placed in
service or depreciated for several years. The cost basis of the ACAMS
equipment as translated was $1,035,450 and $1,000,650 at June 30, 2004 and
2003. Although cash flow analysis indicated no need to impair, the Company
took an impairment write down on the equipment of 20% each year ($214,155 as
translated at June 30, 2004, and $175,395 as translated at June 30, 2003) as
the equipment has not been placed in service for several years, making its
usefulness vulnerable to technological changes and airline industry economic
downturns. The write downs of $214,155 in 2004 and $175,395 in 2003 are listed
under the caption "selling, general and administrative expenses" on the
consolidated statement of operations.


NOTE 5.  STOCKHOLDERS' EQUITY

Common stock
------------
The Company as of June 30, 2004 had 100,000,000 shares of authorized common
stock, $.0001 par value, with 13,709,901 shares issued, 13,659,901
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, 2004 had 20,000,000 shares of authorized preferred
stock, $.0001 par value, with no shares issued and outstanding.








<PAGE>
                                     F-13

                           ASI ENTERTAINMENT, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5.  STOCKHOLDERS' EQUITY (Continued):


Stock options
-------------
At June 30, 2003 and 2004 the Company had stock options outstanding as
described below.

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 2003, the Company had 3,251,161 non-employee
stock options outstanding. During 2003 the Company issued 40,000 options,
379,840 options were exercised, and 50,000 options expired, leaving a 2003
year end outstanding balance of  2,861,321 non-employee stock options.

As noted above, the Company in 2003 granted 40,000 stock options, allowing the
holder to purchase one share of common stock per option, exercisable
immediately at $0.50 per share with the option terms expiring in 2004 and
2005, to individuals for consulting services. The expiration date of the
options expiring in 2004 have been extended to 2005. As of June 30, 2004,
40,000 of these options remained outstanding. The fair value of these option
grants were estimated on the date of grant using the Black-Scholes option
pricing model with the following assumptions: risk free interest rate of 5%,
dividend yield of 0%, expected lives ranging from two to two and one-half
years, volatility from 135 - 150%. The Company incurred and recorded
compensation expense under these stock options of $12,372 in 2003.

At the beginning of fiscal year 2004, the Company had 2,861,321 non-employee
stock options outstanding. During 2004 the Company issued 2,133,743 options,
830,674 options were exercised, and 31,984 options expired, leaving a 2004
year end outstanding balance of  4,132,406 non-employee stock options.

As noted above, the Company in 2004 granted 2,133,743 stock options, allowing
the holder to purchase one share of common stock per option, exercisable
immediately at $0.50 per share with the option terms expiring in 2005 and
2006, to individuals for consulting services and in connection with sales of
common stock. As of June 30, 2004, all of these options remained outstanding.
The fair value of these option grants were estimated on the date of grant
using the Black-Scholes option pricing model with the following assumptions:
risk free interest rate of 1 - 1.7%, dividend yield of 0%, expected lives
ranging from one to two years, volatility from 75 - 128%. The Company incurred
and recorded compensation expense under these stock options of $509,428 in 2004.
<PAGE>
                                    F-14

                           ASI ENTERTAINMENT, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5.  STOCKHOLDERS' EQUITY (Continued):

Employee stock options

A summary of the status of the Company's employee stock options as of June 30,
2003 and 2004 is presented below:

During 2003 the Company issued no employee stock options.

During 2004 the Company made one grant of 833,333 employee stock options. The
fair value of the option grant for pro forma purposes was estimated on the
date of grant using the Black-Scholes option pricing model with the following
assumptions: risk free interest rate of 1.7%, dividend yield of 0%, expected
life of one year, volatility of 116%.

Employee stock option activity for 2003 is summarized below:

                                                                 Weighted Ave.
Options                                         Shares           Exercise Price

Outstanding at
   beginning of period                          333,333               $ 0.50
Granted                                               -                    -
Exercised                                             -                    -
Forfeited                                             -                    -
                                             ------------          ---------
Outstanding at
       end of period                             333,333              $ 0.50
Options exercisable                              =======
       at period end                             333,333
Weighted average fair
    value of options
   granted during the
   the period                                     $    -












<PAGE>

                                     F-15
                           ASI ENTERTAINMENT, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5.  STOCKHOLDERS' EQUITY (Continued):

Employee stock option activity for 2004 is summarized below:

                                                                 Weighted Ave.
Options                                        Shares            Exercise Price
-------                                        ------            --------------
Outstanding at
      beginning of period                      333,333                 $ 0.50
Granted                                        833,333                 $ 0.50
Exercised                                            -                      -
Forfeited                                      (25,000)                $ 0.50
Outstanding at                              ----------                 ------
      end of period                          1,141,666                 $ 0.50
Options exercisable                          =========
      at period end                          1,141,666
Weighted average fair
      value of options
      granted during the
      the period                          $       0.15


The following table summarizes information about employee stock options
outstanding at June 30, 2003.

                Options Outstanding                     Options Exercisable
           ----------------------------------------     -----------------------
                        Weighted Ave.                                  Weighted
Range of   Number       Remaining       Weighted Ave.   Number         Ave.
Exercise   Outstanding  Contractual     Exercise        Exercisable    Exercise
Price      at 6/30/03   Life            Price           at 6/30/03     Price
------     ----------   --------        -------         ----------     -------
$ 0.50       333,333     1 Year         $ 0.50            333,333      $ 0.50

The following table  summarizes information about employee stock options
outstanding at June 30, 2004.

                Options Outstanding                     Options Exercisable
           ----------------------------------------     -----------------------
                        Weighted Ave.                                  Weighted
Range of   Number       Remaining       Weighted Ave.   Number         Ave.
Exercise   Outstanding  Contractual     Exercise        Exercisable    Exercise
Price      at 6/30/04   Life            Price           at 6/30/04     Price
------     ----------   --------        -------         ----------     -------
$ 0.50      1,141,666    1 Year          $ 0.50         1,141,666      $ 0.50

<PAGE>
                                    F-16

                           ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6.  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 continuing engineering, installation, maintenance and
marketing efforts along with general administrative expenses. 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. In addition, the Company may also attempt to negotiate
revenue sharing arrangements with vendors or customer airlines whereby the
Company will share its advertising revenues in exchange for capital to cover
equipment or installation costs. The Company also expects additional contracts
with airlines to install its equipment in the near future. Management believes
that actions presently being taken to obtain additional funding provide the
opportunity for the Company to continue as a going concern.




























<PAGE>
                                    F-17


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

Not applicable

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

Richard W. Mason                  Director

Thomas D. Henderson               Director, Vice President Strategic Business
                                   Development

Dr Elizabeth L. Young             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 seven 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, 71, has recently been appointed 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 and remains as
President.

RONALD J. CHAPMAN, 52, 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., ASI Australia, ASI Entertainment Pty. Ltd., and ASI
Media Pty. Ltd. ASI Entertainment Pty. Ltd. and ASI Media Pty. Ltd. are
subsidiaries of the Company. Since inception, Mr Chapman has overseen the
product development and coordinated the marketing for ASIT Australia. Mr.

                                      -12-
<PAGE>

Chapman is also managing director and the beneficial owner of 100% of Chapman
International Pty Ltd., a shareholder of the Company.

GRAHAM O. CHAPPELL, 59, has been a director of the Company since its inception
and a director of ASIT Australia since 1987. 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, 52, 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 ASIT Australia, ASI
Holdings Pty. Ltd. and ASI Entertainment Pty. 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.

RICHARD W. MASON, 71, has been a director of the Company since June, 1998. From
1989 through 1997, Mr. Mason served as president of Global Aviation Associates,
Inc. From June, 1997 to February, 2001, Mr. Mason served as chairman of the
Board of Directors of Global Aviation Associates Inc., Aurora, Colorado. Prior
to forming Global Aviation, Mr. Mason held the position of Vice President of
Combs Gates, Inc. (a subsidiary of Gates Learjet) Denver Colorado, a company
with which he was associated twenty years. From 1995 to 2001, Mr. Mason served
as vice president of Lasting Treasures Publishing Company, Houston, Texas, a
music publishing company.

THOMAS D. HENDERSON, 61, joined the Board in March, 2003 and assumed the role
of Vice President Strategic Business Development.  Mr Henderson has held
senior positions in the aerospace industry, most recently as Vice President,
Business Development with Thales In-Flight Systems. During his career, Mr
Henderson has successfully developed a number of avionic products including
surveillance systems for fire safety, security and entertainment applications
and holds patents for various imaging technologies.

DR ELIZABETH L. YOUNG, 61, joined to Board in May, 2003 as a Director and
corporate advisor. Dr Young has held executive positions in the aeronautical
communications field for more than 15 years. Most recently, she served as Vice
President and General Manager of Aeronautical Communications at SITA. She has
extensive experience in satellite communications, having been a senior
executive at COMSAT for ten years and before that, serving as President of the
Public Service Satellite Consortium. Her early career was spent in broadcast
management. She has served as a consultant and speaker for many organizations
in the satellite and communications fields over the years, and has taught and
written extensively in her fields.

                                      -13-
<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 six 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 2004. 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, 2004:

SUMMARY COMPENSATION TABLE

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


Ronald Chapman,
President                     2004       0              0           $19,204 (1)

Philip Shiels,
Chief Financial Officer       2004       0              0           $30,881 (2)

Richard Mason
Director                      2004       0              0           $12,000 (1)

Thomas Henderson
Director                      2004       0              0           $24,000 (1)

Elizabeth Young
Director                      2004       0              0           $24,000 (1)


1. Directors fees

2. Management fees

3. The Company was invoiced $142,251 for management services rendered by
Research No.1 Trust.


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.

                                      -14-
<PAGE>


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

Ronald J. Chapman (3)                    4,324,621              23.6%
President and director
160 Silvan Road,
Wattle Glen
Victoria, 3096, Australia

Graham O. Chappell (4)                   1,248,077               8.6%
Director
5 Marine Parade, Suite 2
St. Kilda,
Victoria, 3148, Australia

Philip A. Shiels (5)                     2,198,522              14.6%
Chief Financial Officer and director
39 Alta Street
Canterbury, Victoria, 3126,
Australia

Richard W. Mason                            50,000               0.4%
Director
79 Tami Road
Red Feather Lakes, Colorado 80013

Thomas D. Henderson                              0                 0%
Director and Vice President
Strategic Development
1646 Bay Hill Drive
San Marcos, CA, 92069

Elizabeth L. Young                               0                 0%
Director
220 Pipe-n-Tree Drive
Hartfield, VA, 23071

Chapman International Pty. Ltd. (6)        783,333               5.5%
160 Silvan Road
Wattle Glen, Victoria, 3096,
Australia

Research No. 1 Trust (7)                 3,281,755              22.3%
4th Floor
136 Broadway, Newmarket
Auckland 1 New Zealand

Research No. 2 Trust (8)                 2,198,522              14.6%
4th Floor
136 Broadway, Newmarket
Auckland 1 New Zealand



                                      -15-
<PAGE>



Glasser Limited. (9)                      801,056               5.7%
Suite 803  Luk Yu Building
24 - 26 Stanley St.,
Central Hong Kong
Hong Kong

Chappell Salikin Weil
Associates Pty. Ltd.(10)                 1,204,677               8.4%
5 Marine Parade, Suite 2
St. Kilda,
Victoria, 3148, Australia

Richard Lukso                              200,000               1.4%
Director
5610 Via Arbolado
Tucson, AZ, 85750

McBain & Co. Investment
Services Pty. Ltd. (11)                  1,013,626              7.18%
41 Lingwell Road
Hawthorn, Victoria, 3122
Australia

All the officers and directors
as a group (6 persons)                   8,021,220              48.4%

(1)  Assumes 14,016,229 shares of Common Stock outstanding and assumes exercise
     of options held by named security holder.
(2)  Assumes sale of all the Securities offered by the Selling Securityholders.
(3)  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 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. The listed share holdings also include the Options to
     purchase 333,333 Option Shares held by Chapman International Pty. Ltd.,
     Options to purchase 83,337 Option Shares held directly by Mr. Chapman, and
     Options to purchase 733,333 Options Shares held by the Research No. 1
     Trust.
(4)  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 and
     416,671 Option Shares held by it. 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.
(5)  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 and 1,000,000 Options.
(6)  Includes 450,000 Shares and 333,333 Options. Ronald J. Chapman, President
     and a director of the Company is the managing director (president) and
     majority shareholder of Chapman International Pty. Ltd.
(7)  Includes  2,548,422 Shares and 733,333 Options. Ronald J. Chapman,
     President and a director of the Company, holds the power of attorney for
     the trustee of the Research No. 1 Trust which holds 2,548,522 Shares.
(8)  Includes 1,198,522 Shares and 1,000,000 Options. Philip A. Shiels, Chief
     Financial Officer and a director of the Company, is the trustee and
     beneficial shareholder of the 1,198,522 Shares and 1,000,000 Options
     owned by Research No. 2 Trust.
                                      -16-
<PAGE>

(9)  Ronald Charles Banks is the beneficial owner of Glasser Limited, an
     unrelated independent entity which holds 801,056 shares.
(10) Includes 788,006 Shares and 416,671 Options. Mr Graham O. Chappell is the
     managing director (president) and sole shareholder of Chappell Salikin
     Weil Associates Pty. Ltd. and is considered the beneficial owner.
(11) Includes 913,626 Shares and 100,000 Options. Ian Frank McBain is the
     beneficial owner of McBain & Co Investment Services Pty. Ltd., an
     unrelated independent entity.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company has purchased the intellectual property of the ACAMS/ASI-9000 from
ASI Australia and has contracted to purchase the ACAMS, when available, from
ASIT Australia. ASIT Australia provides maintenance and servicing of the ACAMS
Hardware. Ronald J. Chapman, President and a director of the Company, controls
Chapman International Pty. Ltd. which owns 55% of ASI Holdings Pty. Ltd.
which, in turn, owns 61.5% of ASIT Australia. Philip A. Shiels, Chief
Financial Officer and a director of the Company, is a 45% shareholder of
ASI (Holdings) Pty. Ltd.

Graham O. Chappell, a director of the Company, is the managing director
(president) and sole shareholder of Chappell Salikin Weil Associates Pty. Ltd.

Ronald Chapman, Graham Chappell, and Philip Shiels are directors of the Company
and directors of the Company's subsidiaries ASI Entertainment Pty. Ltd. ("ASIE
Australia") and ASI Media Pty. Ltd. Ronald Chapman and Philip Shiels are the
directors and officers of ASIT Australia.

Research Trust No, 1 will likely provide management services to the
Company. Ronald J. Chapman, President and a director of the Company, holds
the power of attorney for the trustee of the Research No. 1 Trust.

By an agreement of January 9, 1996, ASI Entertainment Pty. Ltd. (prior to
becoming a subsidiary of the Company) purchased from ASI Technologies Pty. Ltd.
("ASIT Australia") among other items, the intellectual property of the
ASI-9000 Program, and all rights contained in the exclusive Reseller Agreement
for the ACAMS Cabin Management and Communications System. The exclusive
Reseller Agreement provides, among other matters, that ASI Entertainment Pty.
Ltd. shall have the sole and exclusive right on a world wide basis to purchase
ACAMS terminals from ASI Australia and that ASI Australia shall provide all
necessary technical support services. The Reseller Agreement was for a term
of 5 years from the date of execution (January 9, 1996) with an automatic 5
year renewal at the option of ASI Entertainment Pty. Ltd.

By an agreement dated August 16, 2001, the Company purchased the marketing and
manufacturing rights to the SecurEtag technology from the Research Trust No. 1.
Mr Ron Chapman, the President and a director of the Company, holds a power of
attorney for the trustee of the Research No. 1 Trust.

The Company has in the past and plans to continue in the future to purchase
products and services from ASIT Australia.

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







                                      -17-
<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/ Ronald J. Chapman                     Director                  10/11/04
- - - - --------------------------------
      Ronald J. Chapman


/s/ Graham O. Chappell                    Director                  10/11/04
- - - - --------------------------------
     Graham O. Chappell


/s/ Philip A. Shiels                      Director                  10/11/04
- - - - --------------------------------
     Philip A.  Shiels


/s/ Richard Mason                      Director                     10/11/04
- - - - --------------------------------
     Richard Mason

















                                      -18-
<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: October 11, 2004

/s/ Ronald J. Chapman

Ronald J. Chapman
Chief Executive Officer
<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: October 11, 2004

/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 year ending June 30, 2004,
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
October 11, 2004


/s/     Philip A. Shiels

Philip A. Shiels
Chief Financial Officer
October 11, 2004

[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>