FILER:

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

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

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

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






































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

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

                                   For the fiscal period ended JUNE 30, 2009


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

                                   Commission file number 000-27881


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


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

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

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

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



























<PAGE>







Indicate by check mark whether the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
                                                              Yes [ ] No [X]

Indicate by check mark whether the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
                                                              Yes [ ] No [X]

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

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

Indicate by check mark if there is no disclosure of delinquent files in
response to Item 405 of Regulation S-K 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-K or any amendment to this Form 10-K.
                                                                         [X]

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

Large accelerated filer [ ]                    Accelerated filer [ ]
Non-accelerated filer [ ]                      Smaller reporting company [X]
(do not check if a smaller reporting company)

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

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, 2009

Common Stock, par value $.0001 per share    69,918,137

Documents incorporated by reference         None






<PAGE>








10-K
<TABLE>

<S>
<C>

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

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

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

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

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

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

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

ITEM 6. SELECTED FINANCIAL DATA..............................................8

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............8

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..........9

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..........................9

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE........................................................13

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

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT...........................14

ITEM 11. EXECUTIVE COMPENSATION.............................................16

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....17

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE................................................................19

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

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K...................................20

</TABLE>












                                   - 1 -
<PAGE>








PART I.

FORWARD LOOKING STATEMENTS

THIS ANNUAL REPORT ON FORM 10-K INCLUDES "FORWARD-LOOKING STATEMENTS" AS
DEFINED BY THE SECURITIES AND EXCHANGE COMMISSION.  THESE STATEMENTS MAY
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY
CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT
FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY ANY
FORWARD- LOOKING STATEMENTS.  FORWARD-LOOKING STATEMENTS, WHICH INVOLVE
ASSUMPTIONS AND DESCRIBE FUTURE PLANS, STRATEGIES AND EXPECTATIONS, ARE
GENERALLY IDENTIFIABLE BY USE OF THE WORDS "MAY," "WILL," "COULD", "SHOULD,"
"EXPECT," "ANTICIPATE," "ESTIMATE," "BELIEVE," "INTEND" OR "PROJECT" OR THE
NEGATIVE OF THESE WORDS OR OTHER VARIATIONS ON THESE WORDS OR COMPARABLE
TERMINOLOGY.  THESE FORWARD-LOOKING STATEMENTS ARE BASED ON ASSUMPTIONS THAT
MAY BE INCORRECT.  ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED
OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.
THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING
STATEMENTS FOR ANY REASON, EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER
EVENTS OCCUR IN THE FUTURE.


ITEM 1. DESCRIPTION OF BUSINESS.

THE COMPANY

(1) Form and year of organization

ASI Entertainment, Inc was formed on April 29, 1998 as a Delaware corporation.
The Company has an authorized capitalization of 100,000,000 shares of Common
Stock, par value of $.0001 per share (the "Common Stock") and 20,000,000
shares of preferred stock, par value $.0001 per share. The executive offices
of the Company are located at Level 1, 45 Exhibition Street, Melbourne,
Victoria, 3000 Australia and its telephone number is +61 3-9016-3021. The
United States offices of the Company are located at 954 Lexington Ave, Suite
242, New York, NY 10021.


BUSINESS

(1) Principal products or services and their markets;

The Company's product is the "SafeCell" intellectual property.  The SafeCell
intellectual property comprises a proof of concept and patent applications
with national filings in the U.S.A., China, Australia and the European Union.
The licensing of the intellectual property has produced two applications:

1. In-flight messaging and content delivery for airline and corporate jet
  passengers (Licensed to ASiQ Limited)

SafeCell turns a mobile phone into a wireless communicator and entertainment
system as it utilises the Bluetooth link instead of the normal mobile phone
transmitter. SafeCell delivers its messages off the aircraft via an
inexpensive satellite link. The SafeCell software is downloaded via SMS onto
the mobile phone and provides an easy to operate menu that suits all modern
mobile phones including Blackberries, PDA's and new generation mobile phones
which have wireless capabilities. The SafeCell software is delivered at no
charge to a user's mobile phone using the same process that downloads games or
ringtones. Once onboard a SafeCell equipped aircraft, switching on the mobile

                                   - 2 -
<PAGE>








phone in "flight mode", SafeCell activates the Bluetooth link. SafeCell is
targeted at the regional low cost airlines committed to generating new
revenues from value added services and corporate jet operators who need low
cost communications to stay in touch.

2. On ground for messaging and content delivery (Licensed to Chapman Reid Ltd)

The ground system utilises the SafeCell technology to provide a social and
special purpose communication networks. The mobile phone software for the
ground system is based on the aircraft application however it communicates via
the internet, outside the cellular roaming network. SafeCell provides a free
mobile phone social network with messaging, global music and media
sharing/broadcast capabilities.  Social networking has developed quickly over
the past decade with major players MSN, MySpace, Facebook and Twitter. The
target market for the SafeCell ground system is 15 to 25 year olds.

(2) Distribution methods of the products or services;

The Company plans to distribute SafeCell via its existing licencees.

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

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

SafeCell was originally developed for the airline industry where a small
number of companies offer competitive communication services.  The market is
at an early stage of development, and most competitors are backed by large
organizations.
There are  two major industry players, OnAir (Airbus/SITA) and Aeromobile
(ARINC/Telenor). Both companies have developed technologies to allow passengers
to use their cellular phones on aircraft.  Their technologies revolve around
what is called "Picocell" technology. This is a computer at the base of a
cellular tower, designed to control the cellular phones in a small GSM (Global
System for Mobile communications) network. In these systems, two cable antennas
must be installed along either side of the passenger cabin, above the luggage
racks. When the mobile is switched on, the Picocell intercepts it and sends a
signal to the phone to reduce the transmitter's power, while at the same time,
switching the phone to the 1800 MHz frequency which is documented as safe for
use in aircraft. When a call is made, the phone connects with the in-cabin
network, the signal is sent to a Picocell. A Picocell is a series of
processors that translates the phone's GSM (global system for mobile
communication) signal into one that can be read by a satellite. The message is
then relayed from a satellite to the ground where it connects into the Global
cellular roaming network via a Telco. Initially the Aeromobile system can only
handle six people simultaneously because of the limited capacity of existing
aircraft satellite communication voice systems although passengers are able to
send unlimited texts and SMS. Airbus/Onair are using the newer Inmarsat
broadband satellites which can handle more phone lines, however Aeromobile
will have to upgrade their hardware and they both plan to set an upper limit
of 28 calls at one time.

The Company believes SafeCell licensees will be able to compete with the other
companies due to its low cost to equip an aircraft and based on its marketing
plan SafeCell has the ability to be funded off the revenue stream from SMS
revenue only. The SafeCell program provides flexible terms on equipment cost
and revenue sharing.  The SafeCell system is designed for airlines that will
be attracted to this structure which allows the airline to offer the service
at little cost to the passengers.
                                   - 3 -
<PAGE>









The Company has been advised that the licensee's plan to market and distribute
PicoBlue will be by viral marketing, the same method by which other social
networking sites have been successfully developed. Content can be distributed
free of charge with trailing adverting revenues or on a user pay basis. The
Company will receive royalties from any revenue streams developed. In
developing their revenue base, the licensees will be competing with
established social network sites as well as other forms of advertising.


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

Not applicable

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

The Company will be dependant on the SafeCell licensees to market SafeCell to
generate the income from which the Company will receive royalties. The timing
and extent of that marketing will be dependant on the resources and efforts of
the licensees.

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

The Company has acquired the application for an Australian patent on its
"SafeCell" system and has filed an International application under the Patent
Co-operation Treaty "PCT". In September 2008, the Company received
notification that the International Preliminary Report on Patentability had
been established. The Company has subsequently filed national phase patent
applications in Australia, the United States, China and European Union and is
awaiting outcomes from those applications.

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

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

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

As the SafeCell software is installed on a mobile phone, which is regarded as
a carry on device, and operated in flight or offline mode, no aircraft
certification is required however, in the majority of cases the final approval
for use in flight will be at the discretion of  the airline.

                                   - 4 -
<PAGE>








The ground based application of the SafeCell technology does not require
government approvals as it operates on the unlicensed S band using Bluetooth,
which is generally accepted world wide.

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

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

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

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

The Company outsources all development work and incurred a cost for such work
of $102,000 and $1,600 in the 2008 and 2009 years respectively.  The Company's
customers have not borne any of this cost.

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

Not applicable

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

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


























                                   - 5 -
<PAGE>








ITEM 2. DESCRIPTION OF PROPERTY.

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


ITEM 3. LEGAL PROCEEDINGS.

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


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

Not applicable.









































                                   - 6 -
<PAGE>








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

The Company has authorized capital of 100,000,000 shares of Common Stock,
$.0001 par value, and 20,000,000 shares of preferred stock, $.0001 par value.
As of the date hereof, the Company has 69,918,137 shares of Common Stock
issued and outstanding and no shares of Preferred Stock outstanding.

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

<TABLE>
<CAPTION>
Quarter Ended                                           Common Stock
                                                       High     Low
<S>                                                     <C>      <C>
June 30, 2007                                           $0.065   $0.012
September 30, 2007                                      $0.026   $0.017
December 31, 2007                                       $0.025   $0.018
March 31, 2008                                          $0.026   $0.018
June 30, 2008                                           $0.05    $0.026
September 30, 2008                                      $0.045   $0.01
December 31, 2008                                       $0.03    $0.013
March 31, 2009                                          $0.03    $0.015
June 30, 2009                                           $0.07    $0.02
</TABLE>

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

<PAGE>


















                                   - 7 -
<PAGE>








ITEM 6. SELECTED FINANCIAL DATA.

Not required for a smaller reporting company.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

OVERVIEW

Following the re-structure of the ASI Group and the acquisition of the
SafeCell intellectual property in 2007, the business of the Company is the
licensing of the SafeCell technology to generate license fees and royalties.
The Company maintains a low cost structure as it has no employees, contracting
the services of executives and support engineers as required.  Because of the
low cost structure, the Company anticipates that the proceeds from stock
issues and revenue from license sales, will be sufficient to meet the
Company's operating and capital requirements for approximately 12 months.

RESULTS AND PLAN OF OPERATIONS

The Company had accumulated losses from inception to June 30, 2009 of
$8,279,142. Major components of the loss include depreciation, amortisation,
stock impairment, consulting and management fees, and operations costs. The
Company may be required to make significant additional expenditures in
connection with the patent applications and development of the SafeCell
Technology and promotion. The Company's ability to continue its operations is
dependent upon its receiving funds through its anticipated sources of
financing including capital raisings and revenues from operations.  The
Company may be required to raise additional capital through debt financing.

YEAR ENDED JUNE 30, 2009 COMPARED WITH YEAR ENDED JUNE 30, 2008

The Company revenue for the year ending June 30, 2009 was $0, compared to
revenue of $300,000 for the year ended June 30, 2008. Revenue in 2008 was from
license fees.

Expenses decreased from $325,603 for the twelve month period ending June 30,
2008 to $226,902 for the twelve month period ending June 30, 2009.  Expenses
for the twelve month period ending June 30, 2009 decreased due to lower
engineering expenses, and management fees, but after increased capital raising
costs.

Despite the decreased expenses, because of the decreased revenue, the net
losses increased from $25,603 in the twelve month period ending June 30, 2008,
to $226,902 for the twelve month period ending June 30, 2009.

There was no foreign currency translation gain or loss for the year ended June
30, 2008 or for the year ended June 30, 2009.

LIQUIDITY AND CAPITAL RESOURCES

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

The Company's cash and cash equivalents decreased from $640 at June 30, 2008
to $231 at June 30, 2009 as a result of operating losses but after capital
raising.

The Company had a net loss of $226,902 from operating activities for the
period July 1, 2008 to June 30, 2009, primarily consisting of management fees,

                                   - 8 -
<PAGE>








capital raising costs and patent attorney expenses.  The Company's revenue for
the twelve months ending June 30, 2009 was $0, compared to $300,000 in the
twelve month period to June 30, 2008.  The net loss from operating activities
for such period was greater than the net loss from operating activities for
the period July 1, 2007 to June 30, 2008 primarily as a result of the
decreased licensing revenue and increased capital raising costs, but after
reduced management fees and engineering costs.  The cash flow of the Company
from financing activities for the twelve months ending June 30, 2009 was from
the proceeds from issue of common stock.

The Company's marketing plan is based on licensing the SafeCell intellectual
property from which it will receive royalties and license fees.  This plan may
require significant capital from the Company for promotion and patent costs.
The Company may not have sufficient funds to fund its operations in which case
it will have to seek additional capital. The Company may raise additional
capital by the sale of its equity securities, through an offering of debt
securities, or from borrowing from a financial institution.  The Company does
not have a policy on the amount of borrowing or debt that the Company can
incur.

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

GOING CONCERN QUESTION

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

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

The Company may raise additional capital by the sale of its equity securities,
through an offering of debt securities, or from borrowing from a financial
institution. The Company does not have a policy on the amount of borrowing or
debt that the Company can incur. Management believes that actions presently
being taken to obtain additional funding provide the opportunity for the
Company to continue as a going concern.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

OVERVIEW








                                   - 9 -
<PAGE>

















                          ASI ENTERTAINMENT, INC.

                                CONSOLIDATED
                            FINANCIAL STATEMENTS

                            June 30, 2008 & 2009













































<PAGE>









                          ASI ENTERTAINMENT, INC.
                     Consolidated Financial Statements



                             TABLE OF CONTENTS



                                                                  Page

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM                                             F-1

CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated balance sheet                                    F-2
     Consolidated statement of income and comprehensive income     F-3
     Consolidated statement of stockholders' equity                F-4
     Consolidated statement of cash flows                          F-5
     Notes to consolidated financial statements              F-6, F-11






































<PAGE>








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

          Report of Independent Registered Public Accounting Firm

To the Board of Directors
ASI Entertainment, Inc.
Melbourne, Vic., 3000,
Australia

I have audited the accompanying consolidated balance sheets of ASI
Entertainment, Inc., as of June 30, 2009, and the related consolidated
statements of income and comprehensive income, stockholders' equity, and cash
flows for the years ended June 30, 2009 and 2008.  These financial statements
are the responsibility of the Company's management.  My responsibility is to
express an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ASI Entertainment, Inc. as of
June 30, 2009, and the results of its operations and cash flows for the years
ended June 30, 2009 and 2008 in conformity with accounting principles
generally accepted in the United States of America.

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


Larry O'Donnell, CPA, P.C.
September 25, 2009
Aurora, Colorado












                                    F-1
<PAGE>










                          ASI ENTERTAINMENT, INC.
                         CONSOLIDATED BALANCE SHEET
                               JUNE 30, 2009

                         ASSETS

Current Assets
     Cash                                                $          231
                                                          --------------
Total Assets                                              $          231
                                                          ==============

          LIABILITIES AND SHARHOLDERS' EQUITY

Current Liabilities
     Accounts payable and accrued expenses                $      177,673
     Due to related parties                                      81,916
     Advances                                            $      146,895
                                                         --------------
           Total Current Liabilities                            406,484
                                                         --------------
Total Liabilities                                         $      406,484
                                                         --------------

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

     Common stock, $0.0001 par value;
           100,000,000  shares authorized;
           69,918,137 shares issued and 69,918,137
           outstanding                                    $        6,992

     Additional paid-in capital                           $    8,000,150
     Treasury stock - par value (50,000 shares)           $           (5)
     Accumulated deficit                                  $   (8,279,142)
     Accumulated other comprehensive loss                 $            -
                                                          --------------
Total Stockholders' Equity                                $     (272,005)
                                                          --------------
Total Liabilities and Stockholders' Equity                $      134,478
                                                          ==============












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

                                    F-2
<PAGE>








                          ASI ENTERTAINMENT, INC.
          CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
                     For the Years Ended JUNE 30, 2009


                                                2008             2009
                                             -----------      -----------
Sales, net                                 $        -       $        -
Licence Fees                               $  300,000                -

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

Selling, general and administrative
expenses                                      325,603          226,902
Option expense                                      -                -
                                          -----------      -----------

Loss from operations                          (25,603)        (226,902)

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

Income (loss) before provision for income
taxes                                         (25,603)        (226,902)

Provision for income tax                            -                -

Net income (loss)                             (25,603)        (226,902)

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

Comprehensive profit (loss)                $  (25,603)      $  (226,902)
                                          ===========      ===========

Net income (loss) per share
(Basic and fully diluted)                    $     (0.0004)   $     (0.0037)
                                          ===========      ===========
Weighted average number of
common shares outstanding                  57,293,809       61,634,081
                                          ===========      ===========








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, 2008 and JUNE 30, 2009

<TABLE>
<CAPTION>
                                                                                                        Accum.Other      Stock
                                            Common Stock          Paid In      Treasury      Accum.       Compre.       holders'
                                         Shares      Amount      Capital       Stock       Deficit     Income/Loss      Equity
<S>                                   <C>         <C>         <C>          <C>          <C>          <C>           <C>
Balances at June 30, 2007              55,276,429  $    5,528   $7,633,763    $     (5) $(8,026,637)   $        -    $  (387,353)

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

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

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

Issuance of stock for cash              3,371,150         337       67,086                                                67,423

Issuance of stock for debt retirement    8,333,333         833      249,167                                               250,000

Net gain (loss) for the year
    ended June 30, 2009                                                                    (226,902)                    (226,902)
                                       ----------  ----------    ---------  ----------  -----------   -----------   ------------
Balances at June 30, 2009              69,918,137  $    6,992   $8,000,150    $     (5) $(8,279,142)   $        -    $  (272,005)
                                       ==========  ==========    =========  ==========  ===========   ===========   ============
</TABLE>

























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

                                        F-4
<PAGE>








                          ASI ENTERTAINMENT, INC.
                    CONSOLIDATED STATEMENT OF CASH FLOWS
             For the Years Ended JUNE 30, 2008 and JUNE 30, 2009

<TABLE>
<CAPTION>
                                                                  2008                       2009
                                                           ------------------          ------------------
<S>                                                    <C>                        <C>
Cash Flows from Operating Activities:
    Net income/(loss)                                      $   (25,603)              $   (226,902)

    Adjustments to reconcile net income to net cash
    provided by (used for) operating activities:
                Depreciation                                        -                          -
                Compensatory stock issuances                         -                          -
                Compensatory investment transfer                     -                     65,753
                Other Receivables                            (125,000)                         -
                Accounts payable and accrued expenses            4,453                    142,694
                                                        --------------             --------------
                Net cash provided by (used for)
                operating activities                         (146,150)                   (18,455)
                                                        --------------             --------------

Cash Flows from investing activities:
    Purchase of fixed assets
    Purchase of intellectual property                                -                          -
    Monetary accounts on privatization of subsidiary                  -                          -
                                                        --------------             --------------
                Net cash provided by (used in)
                investing activities                                -                          -
                                                        --------------             --------------
Cash flow from financing activities:
    Increase/(decrease) in amount due to related
    parties                                                     95,660                   (299,377)
    Issuance of common stock                                    30,046                     67,423
    Issuance of stock options                                        -                          -
    Issuance of stock for debt retirement                       15,100                    250,000
    Common stock subscription payable                                -                          -
    Other loans and advances                                         -                          -
                                                        --------------             --------------
            Net cash provided by (used for)
            financing activities                              140,806                     18,046
                                                        --------------             --------------

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

Net Increase/(Decrease) in cash                                 (5,344)                      (409)

CASH AT THE BEGINNING OF THE PERIOD                              5,984                        640
                                                        --------------             --------------

CASH AT THE END OF THE PERIOD                           $          640             $          231
                                                        ==============             ==============
</TABLE>

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

                                    F-5
<PAGE>










                          ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

ASI Entertainment, Inc. ("ASI", the "Company"), was incorporated in the State
of Delaware on April 29, 1998. ASI owns the intellectual property in the
SafeCell product.

Basis of Presentation

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

Use of Estimates

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

Cash and cash equivalents

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

Accounts receivable

The Company reviews accounts receivable at each balance sheet date and makes
allowance  for  non-recoverability  the  Directors  and  Management  consider
appropriate. An allowance for doubtful accounts has been established, with
accounts over one year old from date of invoicing deemed uncollectible and
written off to bad debt expense. The Company did not have a bad debt expense
during the years ended June 30, 2008 and 2009.



















                                    F-6
<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, 2009 the Company had net operating loss carryforwards of
approximately $3,400,000 for U.S. tax purposes which begin to expire in 2019.
The deferred tax asset created by the U.S. net operating losses has been
offset by a 100% valuation allowance of $1,200,000. The change in the
valuation allowance for U.S. tax purposes in 2009 was $40,000.

Net income (loss) per share

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

Property and equipment

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

Revenue recognition

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

Comprehensive income (loss)

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

Financial instruments

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





                                    F-7
<PAGE>










                          ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

Products and services, and geographic areas

Company sales will be derived from royalty and license fees from the Company's
technology. The Company's SafeCell products is being marketed internationally
but to date has not received any ongoing royalty income.

Stock Options

The Company applies APB Opinion 25 and Related Interpretations in accounting
for employee stock options. Accordingly, no compensation cost has been
recognized for its employee stock options (none were granted in 2008 and
2009).

Recent Accounting Pronouncements

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

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
















                                    F-8
<PAGE>










                          ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165"),
which establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. SFAS 165 is effective for interim and
annual periods ending after June 15, 2009. We have complied with the
requirements of SFAS 165.

In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles"
("SFAS 168"). The Codification does not change current U.S. GAAP, but is
intended to simplify user access to all authoritative U.S. GAAP by providing
all the authoritative literature related to a particular topic in one place.
The Codification will supersede all existing non-SEC accounting and reporting
standards. All other non-grandfathered, non-SEC accounting literature not
included in the Codification will become nonauthoritative. SFAS 168 is
effective for financial statements issued for interim and annual periods
ending after September 15, 2009. We do not expect the adoption of SFAS 168
will have a material impact on our financial condition or results of
operation.

Long-Lived Assets

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





                                    F-9
<PAGE>










                          ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2. RELATED PARTY TRANSACTIONS

As of June 30, 2009 the Company owed officers, directors, and related parties
$209,000.

The Company in 2008 and 2009 incurred expenses of approximately $161,000 and
$113,690 respectively to entities affiliated through common stockholders and
directors for management expenses. These expenses normally remain as a
liability until paid, but in 2009 $250,000 of the debt was converted to equity
at $0.03 per share, resulting in the issue of 8,333,333 shares.


NOTE 3. LEASE COMMITMENTS

Since January 1, 2007 the Company has entered into an arrangement under which
it uses premises at a cost of $100 per month, but has not entered into a
formal lease agreement.


NOTE 4.  STOCKHOLDERS' EQUITY

Common stock

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

The Company as of June 30, 2009 had 100,000,000 shares of authorized common
stock,  $.0001  par  value,  with  69,918,137  shares  issued,  69,918,137
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, 2009 had 20,000,000 shares of authorized preferred
stock, $.0001 par value, with no shares issued and outstanding.

Stock options

At June 30, 2008 and 2009 the Company had stock options outstanding as
described below.












                                    F-10
<PAGE>










                          ASI ENTERTAINMENT, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4.  STOCKHOLDERS' EQUITY (Continued):

Non-employee stock options

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

At the beginning of fiscal year 2009, the Company had 341,500 non-employee
stock options outstanding. At December 31, 2008, 341,500 options expired,
leaving a 2009 year end outstanding balance of nil.

Employee stock options

During 2008 and 2009 the Company issued no employee stock options.


NOTE 5.  GOING CONCERN

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

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






















                                    F-11
<PAGE>








ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable


ITEM 9A. Controls and Procedures.

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

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


ITEM 9B. Other Information.

None.
































                                   - 13 -
<PAGE>








PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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 Executive Officer, Chief Financial
                              Officer and Director


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

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

RICHARD LUKSO, 76, is the Chairman and Director of the Company. Mr Lukso
commenced his career in aviation in 1953 at USMC in the Marine Air Wing.  His
career has included senior executive positions with Lear Inc., Garrett
Airesearch and Learjet. In 1988, Mr Lukso joined Securaplane Technologies Inc.
as President and General Manager and co-owner. The company has since grown
from 5 employees and one product to 100 employees and five innovative products
serving airlines and general aviation. In 2000, Mr Lukso sold Securaplane
Technologies Inc. to Danaher Corporation.

RONALD J. CHAPMAN, 57, serves as President and a director of the Company.
Commencing in 1985, Mr. Chapman founded and remains the managing director of
ASI Holdings Pty. Ltd. and ASIQ Ltd. Since inception, Mr Chapman has overseen
the product development and coordinated the marketing for ASIQ. Mr. Chapman is
also managing director and the beneficial owner of 100% of Chapman
International Pty Ltd., a shareholder of the Company.

GRAHAM O. CHAPPELL, 64, has been a director of the Company since its
inception. Mr. Chappell has worked in the aerospace industry for 30 years.
Since 1985, Mr. Chappell has operated as the principal of Chappell Salikin
Weil Associates Pty. Ltd. ("Chappell Salikin"), Victoria, Australia, a private
aerospace, technology and defence industries consultancy company. Mr. Chappell
obtained a Diploma of Aeronautical Engineering degree from the Royal Melbourne
Institute of Technology in 1968 and a Masters of Science (Air Transport
Engineering) from Cranfield University in 1974.

PHILIP A. SHIELS, 57, 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 ASIQ Ltd. since 1994 and
ASI Entertainment, Inc. since its inception. Mr Shiels has served as the

                                   - 14 -
<PAGE>








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 a Member of the Institute of Chartered
Accountants in Australia since 1978.























































                                   - 15 -
<PAGE>








ITEM 11. EXECUTIVE COMPENSATION.

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

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

The following table sets forth the total compensation paid or accrued by the
Company on behalf of the Chief Executive Officer and Chief Financial Officer
of the Company during 2009. No other officer of the Company received a salary
and bonus in excess of $100,000 for services rendered during the fiscal year
ended June 30, 2009:

SUMMARY COMPENSATION TABLE

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

Richard Lukso                 2009                                    $0
Chairman

Ronald Chapman,
President                     2009       0           0                $0

Philip Shiels,
Chief Executive Officer       2009       0           0          $113,690
Chief Financial Officer

Graham Chappell               2009                                    $0
Director
























                                   - 16 -
<PAGE>








ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

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

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

Ronald J. Chapman (2)                             9,757,951          13.96%
President and director
160 Silvan Road,
Wattle Glen
Victoria, 3096, Australia

Graham O. Chappell (3)                            1,771,406           2.53%
Director
5 Marine Parade, Suite 2
St. Kilda,
Victoria, 3148, Australia

Philip A. Shiels (4)                              7,448,522          10.65%
Chief Financial Officer and director
39 Alta Street
Canterbury, Victoria, 3126,
Australia

Richard Lukso                                     1,140,000           1.63%
Director
5610 Via Arbolado
Tucson, AZ, 85750

Ocean View Investments Pty. Ltd. (5)              13,888,889          19.86%
100 Barkly St
St Kilda, Victoria, 3182
Australia

Eric P. van der Griend (5)                       14,157,639          20.25%
100 Barkly St
St Kilda, Victoria, 3182
Australia

All the officers and directors
as a group (4 persons)                           20,117,879          28.77%


(1)  Assumes 69,918,137 shares of Common Stock issued and outstanding, or
     committed and to be issued.
(2)  Ronald J. Chapman, President and a director of the Company, owns 125,006
     shares directly and is the managing director (president) and majority
     shareholder of Chapman International Pty. Ltd., and may be considered
     the beneficial owner of the 450,000 Shares owned by it. Chapman
     International Pty. Ltd. is the controlling shareholder of ASIT Australia
                                   - 17 -
<PAGE>








     through which Mr. Chapman is the beneficial owner of 51,190 Shares. Mr.
     Chapman holds the power of attorney for the trustee of the Research No.
     1 Trust which holds 6,631,755 Shares. Mr. Chapman is a trustee and a
     beneficiary of the Madanosaj Superannuation Fund which holds 2,500,000
     shares.
(3)  Graham O. Chappell, a director of the Company, is the managing director
     (president) and sole shareholder of Chappell Salikin Weil Associates
     Pty. Ltd. and is considered the beneficial owner of the 788,006 Shares.
     Mr. Chappell is the sole shareholder of International Aviation Services
     Pty. Ltd. which owns 43,400 shares of which Mr. Chappell is considered
     the beneficial owner. Mr. Chappell is a trustee and a beneficiary of the
     Chappell Salikin Weil Associates Pty. Ltd. Staff Superannuation Fund
     which holds 940,000 shares.
(4)  Philip A. Shiels, Chief Financial Officer and a director of the Company,
     holds the power of attorney for the trustee of the Research No. 2 Trust
     which holds 1,198,522 Shares. Mr. Shiels is a trustee and a beneficiary
     of the Shiels Superannuation Fund which holds 6,250,000 shares.
(5)  Eric P. van der Griend is a director and shareholder of Ocean View
     Investment Pty. Ltd. which owns 13,888,889 shares and a director and
     shareholder of Swiss Time Australia Pty. Ltd. which owns 268,750 shares.
     Mr. van der Griend is considered the beneficial owner of 14,157,639
     Shares.





































                                   - 18 -
<PAGE>








ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.

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

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

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

The Company was advised on March 12, 2009 that:
 1. The License Agreement between the Company and ASIQ Ltd for the ground
    based application of its SafeCell product had been assigned to Chapman
    Reid Ltd., a UK company; and ,
 2. The License Agreement between ASI Entertainment and ASIQ Ltd. for the
    aviation application of the SafeCell product had been changed from a non-
    exclusive to an exclusive license following the commercialization of the
    aviation system.
All other terms and conditions of the agreements were unchanged.











                                   - 19 -
<PAGE>








ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The audit fees for the fiscal year ended June 30, 2008 and 2009 for
professional services rendered by Larry O'Donnell, CPA, P.C. were $12,600 and
$12,600, respectively.

AUDIT-RELATED FEES

There were no fees billed for services reasonably related to the performances
of the audit or review of our financial statements other then those disclosed
under the caption Audit Fees for fiscal years 2008 and 2009.

TAX FEES

None

ALL OTHER FEES

There were no other fees filled for services.

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits
Exhibit No.            Description

31.1                   Certification of the Chief Executive Officer under
                       Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley  Act
                       of 2002)

31.2                   Certification of the Chief Financial Officer under
                       Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley  Act
                       of 2002)

32.1                   Certification Pursuant To Section 906 Of The Sarbanes-
                       Oxley Act of 2002 (18 U.S.C. Section 1350)

32.2                   Certification Pursuant To Section 906 Of The Sarbanes-
                       Oxley Act of 2002 (18 U.S.C. Section 1350)

(b) Reports filed on Form 8-K for the year ending June 30, 2009:

September 30, 2008: Notification received from patent attorneys, Watermark,
that an International Preliminary Report on Patentability ("IPRP") has been
established for the Company's SafeCell patent application.

March 12, 2009: Company was advised that (1), the License Agreement between
the Company and ASIQ Ltd for the ground based application of its SafeCell
product had been assigned to Chapman Reid Ltd., a UK company; and that all
other terms and conditions of the Agreement remained unchanged; and (2), the
License Agreement between ASI Entertainment and ASIQ Ltd. for the aviation
application of the SafeCell product had been changed from a non-exclusive to
an exclusive license; and that all other terms and conditions of the Agreement
remained unchanged.




                                   - 20 -
<PAGE>








                                 SIGNATURES

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

                                ASI ENTERTAINMENT, INC.

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

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

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


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


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


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


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





















                                   - 21 -
<PAGE>








                               CERTIFICATIONS
EX-31.1   CERTIFICATIONS OF CEO 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-K of ASI Entertainment, Inc.;

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

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

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

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

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

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

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

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

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

Date: September 25, 2009

/s/ Philip A. Shiels

Philip A. Shiels
Chief Executive Officer

                                   - 22 -
<PAGE>








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

I, Philip A. Shiels, certify that:

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

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

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

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

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

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

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

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

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

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

Date: September 25, 2009

/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-K for the period ending June 30, 2009,
as filed with the Securities and Exchange Commission (the "Report"), Philip A.
Shiels, Chief Executive Officer of the Company, does 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/    Philip A. Shiels

Philip A. Shiels
Chief Executive Officer
September 25, 2009




[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.]


























<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-K for the period ending June 30, 2009,
as filed with the Securities and Exchange Commission (the "Report"), Philip A.
Shiels, Chief Financial Officer of the Company, does hereby certify, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that
to his knowledge:

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

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


/s/    Philip A. Shiels

Philip A. Shiels
Chief Financial Officer
September 25, 2009

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


</SEC-DOCUMENT>


























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