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

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

                                  FORM 10-KSB/A
                                 Amendment No. 1

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004

                         Commission file number: 0-6428

                           ASI Technology Corporation
                 (Name of Small Business Issuer in its charter)

            Nevada                                              88-0105586
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)


                     980 American Pacific Drive, Suite #111
                             Henderson, Nevada 89014
                                 (702) 734-1888
          (Address and telephone number of principal executive offices)


    Securities registered pursuant to Section 12(b) of the Exchange Act: None


      Securities registered pursuant to Section 12(g) of the Exchange Act:
                          Common Stock, par value $0.02


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

Check if there is no disclosure of delinquent  filers 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. $-0-

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
December 31, 2004 (assuming for this purpose that only  directors,  officers and
10% or more  shareholders  of  registrant  are  affiliates  of  registrant)  was
$407,800.

As of March 25, 2005 there were 3,412,522  shares of ASI Technology  Corporation
common stock, par value $0.02, outstanding.

Transitional Small Business Disclosure Format (check one): Yes ___ No _X_

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


<PAGE>



                                EXPLANATORY NOTE

We are  filing  this  Amendment  No.  1 to our  Annual  Report  on Form  10-KSB,
originally filed with the Securities and Exchange  Commission on March 30, 2005,
solely for the purpose of amending the Financial  Statements  referenced in Item
7. This  amendment  only  changes the Annual  Report by amending  the  Financial
Statements to correct a clerical error in the Statements of Comprehensive Income
and Stockholders'  Equity and the Balance Sheets; no other information  included
in the Annual Report on Form 10-KSB is amended by this Form 10-KSB/A  other than
to update the  certifications  pursuant  to Section  302 and  Section 906 of the
Sarbanes-Oxley Act of 2002. In order to preserve the nature and character of the
disclosures as originally  filed,  this amendment does not modify or update such
disclosures for events that occurred subsequent to the original filing.


                                     PART II


Item 7. Financial Statements

Our financial statements required to be included in this Item 7 are set forth in
a separate section of this report and commence immediately  following this page.
The financial statements include for this filing two years of balance sheets and
three years of statements of  operations,  cash flows and  stockholders'  equity
since inception of the development stage.


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
ASI Technology Corporation
Las Vegas, Nevada

We have audited the accompanying balance sheets of ASI Technology Corporation (a
development  stage  company) as of December  31, 2004 and 2003,  and the related
statements of operations,  comprehensive  income,  stockholders' equity and cash
flows for the years ended  December 31, 2004,  2003, and 2002 and for the period
from inception of the development stage on January 1, 1999 to December 31, 2004.
These financial statements and schedules are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we 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
presentation of the financial  statements.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of ASI Technology  Corporation as
of December 31, 2004 and 2003,  and the results of its  operations  and its cash
flows for the years ended  December 31, 2004,  2003, and 2002 and for the period
from inception of the development  stage on January 1, 1999 to December 31, 2004
in conformity with United States generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As  discussed  in Note 11 to the  financial
statements,  the Company has suffered  recurring  losses from  operations and is
likely to require  additional  capital in order to fund the  development  of its
technologies.  This  raises  substantial  doubt about the  Company's  ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  11.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


/s/ McGladrey & Pullen, LLP

Las Vegas, Nevada
February 1, 2005



                                      F - 1
<PAGE>
<TABLE>
ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

BALANCE SHEETS
<CAPTION>
                                                                      December 31,
                                                              --------------------------
                                                                  2004           2003
                                                              -----------    -----------
<C>                                                           <C>            <C>
ASSETS
Current Assets
Cash  and cash equivalents                                    $    94,262    $   179,172
Accounts receivable, less allowance of $22,842 in 2004
  and $-0- in 2003 for doubtful accounts                             --           66,492
Investment securities                                             160,901        655,179
Note receivable - current                                            --            6,487
                                                              -----------    -----------
Total current assets                                              255,163        907,330
                                                              -----------    -----------

                                                              $   255,163    $   907,330
                                                              ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable                                              $    10,360    $    99,396
Accrued liabilities                                                  --           19,869
Related party demand notes payable                                225,000        225,000
                                                              -----------    -----------
Total current liabilities                                         235,360        344,265
                                                              -----------    -----------


Stockholders' Equity
Common stock, $.02 par value; 10,000,000 shares authorized,
issued and outstanding 3,412,522 each period                       68,250         68,250
Additional paid-in capital                                      3,468,164      3,439,204
Accumulated other comprehensive loss                                 --         (143,821)
Accumulated deficit                                            (3,516,611)    (2,800,568)
                                                              -----------    -----------
Total stockholders' equity                                         19,803        563,065
                                                              -----------    -----------

                                                              $   255,163    $   907,330
                                                              ===========    ===========
<FN>

See Notes to Financial Statements.
</FN>
</TABLE>

                                      F - 2
<PAGE>
<TABLE>
ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2004, 2003 and 2002 and For the Period from
Inception of Development Stage on January 1, 1999 to December 31, 2004
<CAPTION>
                                                                                                                    From Inception
                                                                                                                    of Development
                                                                                                                        Stage on
                                                                                                                    January 1, 1999
                                                                                                                     to December 31,
                                                                2004               2003               2002               2004
                                                             -----------        -----------        -----------        -----------
<C>                                                          <C>                <C>                <C>                <C>
Contract and License Revenues                                $      --          $    25,000        $      --          $    25,000

Operating Expenses
  License fees paid                                                 --               19,375               --               19,375
  Research and development                                        17,160            106,515               --              323,675
  Marketing and promotion                                         23,723             23,241             22,835            103,999
  General and administrative                                     102,898            104,230            116,097            498,168
                                                             -----------        -----------        -----------        -----------
                                                                 143,781            253,361            138,932            945,217
                                                             -----------        -----------        -----------        -----------

Operating Loss                                                  (143,781)          (228,361)          (138,932)          (920,217)

Nonoperating Income (Expense)
  Interest and other income                                       21,561                691              1,096             56,329
  Interest expense                                               (22,562)           (22,500)            (6,031)           (60,222)
  Loss on security sales                                         (19,406)              --                 --              (19,406)
  Unrealized impairment loss on available-
        for-sale securities                                     (603,521)              --                 --             (603,521)
                                                             -----------        -----------        -----------        -----------
Net Income (Loss) Before Taxes and
  Discontinued Operations                                       (767,709)          (250,170)          (143,867)        (1,547,037)
Income Taxes                                                        --                 --                 --                 --
                                                             -----------        -----------        -----------        -----------
Income (Loss) From Continuing Operations                        (767,709)          (250,170)          (143,867)        (1,547,037)
                                                             -----------        -----------        -----------        -----------
Income (Loss) from Discontinued Operations
  Discontinued operations                                        (11,056)           (12,421)          (137,773)          (730,611)
  Gain on sale of discontinued operations                         62,722            940,000               --            1,002,722
                                                             -----------        -----------        -----------        -----------
                                                                  51,666            927,579           (137,773)           272,111
                                                             -----------        -----------        -----------        -----------
Net Income (Loss)                                            $  (716,043)       $   677,409        $  (281,640)       $(1,274,926)
                                                             ===========        ===========        ===========        ===========

Basic and Diluted Income (Loss)
  per Common Share
    Continuing Operations                                    $     (0.23)       $     (0.07)       $     (0.04)
                                                             ===========        ===========        ===========
    Discontinued Operations                                  $      0.02        $      0.27        $     (0.04)
                                                             ===========        ===========        ===========
    Net Income (Loss)                                        $     (0.21)       $      0.20        $     (0.08)
                                                             ===========        ===========        ===========

Weighted Average Number of Common
Shares Outstanding                                             3,412,522          3,412,522          3,384,700
                                                             ===========        ===========        ===========
<FN>
See Notes to Financial Statements
</FN>
</TABLE>

                                      F - 3
<PAGE>

<TABLE>
ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

STATEMENTS OF COMPREHENSIVE INCOME AND STOCKHOLDERS' EQUITY
For the Years Ended December 31, 2004, 2003 and 2002 and For the Period from
Inception of Development Stage on January 1, 1999 to December 31, 2004
<CAPTION>

                                                                                                                Accumulated
                                             Comprehensive          Common Stock                                   Other
                                             Comprehensive  ------------------------------     Additional      Comprehensive
                                                 Income          Shares          Amount      Paid-In Capital    Gain (Loss)
                                             ----------------------------------------------------------------------------------
<C>                                           <C>              <C>           <C>                <C>             <C>
Balance, Inception of Development Stage                        1,181,664     $ 1,181,664        $ 1,087,861            --
  Sale of stock, net of offering costs
    of $15,000                                                 1,500,000         300,000            435,000            --
  Stock issued for services                                       30,000           6,000              9,000            --
  1 for 10 reverse stock split                                      --        (1,433,431)         1,433,431            --
  Stock options issued for services                                 --              --                5,500            --
  Related party demand notes converted
    to stock at $0.50 per share                                  228,458           4,569            109,660            --
  Sale of stock at $0.50 per share                               406,400           8,128            195,072            --
  Contributed services                                              --              --              108,000            --
  Stock issued for services at
    $0.50 per share                                               66,000           1,320             31,680            --
  Net loss                                                          --              --                 --              --
                                                             ------------------------------------------------------------------

Balance, December 31, 2002                                     3,412,522          68,250          3,415,204            --

  Contributed services                                              --              --               24,000            --
  Comprehensive income
     Net income                               $   677,409           --              --                 --              --
     Change in unrealized loss on
     available-for-sale securities               (143,821)          --              --                 --          (143,821)
                                              -----------
     Other comprehensive income                  (143,821)
                                              -----------
     Comprehensive income                     $   533,588
                                              ===========    ------------------------------------------------------------------

Balance, December 31, 2003                                     3,412,522     $    68,250        $ 3,439,204     $  (143,821)

  Contributed services                                              --              --               24,000            --
  Stock options issued for services                                 --              --                4,960            --
  Comprehensive income
     Net loss                                 $  (716,043)          --              --                 --              --
       Unrealized loss on
         available-for-sale securities           (459,700)
       Reclassification adjustment
         for impairment loss                      603,521
                                              -----------
     Other comprehensive income                   143,821           --              --                 --           143,821
                                              -----------
     Comprehensive loss                       $  (572,222)
                                              ===========    ------------------------------------------------------------------

Balance, December 31, 2004                                     3,412,522     $    68,250        $ 3,468,164     $      --
                                                             ==================================================================

<FN>
See Notes to Financial Statements.
</FN>
</TABLE>

                                      F - 4
<PAGE>


<TABLE>
ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

STATEMENTS OF COMPREHENSIVE INCOME AND STOCKHOLDERS' EQUITY
For the Years Ended December 31, 2004, 2003 and 2002 and For the Period from
Inception of Development Stage on January 1, 1999 to December 31, 2004
<CAPTION>
                                                                                       Deficit
                                                                                     Accumulated
                                                                                      During the
                                                   Accumulated                       Development
                                                     Deficit           Total            Stage
                                               -------------------------------------------------
<C>                                               <C>              <C>                <C>
Balance, Inception of Development Stage           $(2,241,685)     $    27,840        $      --
  Sale of stock, net of offering costs
    of $15,000                                           --            735,000               --
  Stock issued for services                              --             15,000               --
  1 for 10 reverse stock split                           --               --                 --
  Stock options issued for services                      --              5,500               --
  Related party demand notes converted
    to stock at $0.50 per share                          --            114,229               --
  Sale of stock at $0.50 per share                       --            203,200               --
  Contributed services                                   --            108,000               --
  Stock issued for services at
    $0.50 per share                                      --             33,000               --
  Net loss                                         (1,236,292)      (1,236,292)        (1,236,292)
                                               --------------------------------------------------

Balance, December 31, 2002                         (3,477,977)           5,477         (1,236,292)

  Contributed services                                   --             24,000               --
  Comprehensive income
     Net income                                       677,409          677,409            677,409
     Change in unrealized loss on
     available-for-sale securities                       --           (143,821)              --

     Other comprehensive income

     Comprehensive income
                                               --------------------------------------------------


Balance, December 31, 2003                        $(2,800,568)     $   563,065        $  (558,883)

  Contributed services                                   --             24,000               --
  Stock options issued for services                      --              4,960               --
  Comprehensive income
     Net loss                                        (716,043)        (716,043)          (716,043)
       Unrealized loss on
         available-for-sale securities
       Reclassification adjustment
         for impairment loss

     Other comprehensive income                          --            143,821               --

     Comprehensive loss
                                               --------------------------------------------------

Balance, December 31, 2004                        $(3,516,611)     $    19,803        $(1,274,926)
                                               ==================================================

<FN>

See Notes to Financial Statements.
</FN>
</TABLE>


                                      F - 5
<PAGE>
<TABLE>
ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004, 2003 and 2002 and For the Period from
Inception of Development Stage on January 1, 1999 to December 31, 2004
<CAPTION>
                                                                                                                     From Inception
                                                                                                                     of Development
                                                                                                                        Stage on
                                                                                                                     January 1, 1999
                                                                                                                     to December 31,
                                                                      2004              2003              2002              2004
                                                                  -----------       -----------       -----------       -----------
<C>                                                               <C>               <C>               <C>               <C>
Cash Flows from Operating Activities
  Net income (loss)                                               $  (716,043)      $   677,409       $  (281,640)      $(1,274,926)
  Adjustments to reconcile net income (loss) to net
    cash used in operating activities:
    Contributed services                                               24,000            24,000            24,000           156,000
    Gain from antenna business sale                                   (62,722)         (940,000)             --          (1,002,722)
    Loss  on security sales                                            19,406              --                --              19,406
    Unrealized impairment loss on
      available-for-sale securities                                   603,521              --                --             603,521
    Reserve for bad debts                                              22,842              --                --              22,842
    Common stock and options issued for services                        4,960              --              33,000            58,460
    Interest paid in common stock                                        --                --                --               4,229
    Acquired in-process research and development                         --                --                --             450,000
    Changes in working capital components:
      (Increase) decrease in accounts receivable                       43,650           121,102          (167,242)          (22,842)
      Increase (decrease) in accounts payable                         (89,036)           62,589            31,293            10,360
      Increase (decrease) in accrued liabilities                      (19,869)            4,837            15,032                 0
      (Decrease) in due to related party                                 --                --                --              (5,895)
                                                                  -----------       -----------       -----------       -----------
        Net cash used in operating activities                        (169,291)          (50,063)         (345,557)         (981,567)
                                                                  -----------       -----------       -----------       -----------

Cash Flows from Investing Activities
  Increase in notes receivable                                           --                --                --            (150,000)
  Payments on note receivable                                           6,487             4,309             4,409           177,339
  Proceeds from security sales                                         77,894              --                --              77,894
  Cash proceeds from antenna business sale                               --             141,000              --             141,000
  Purchase of in-process research and development                        --                --                --            (450,000)
                                                                  -----------       -----------       -----------       -----------
        Net cash provided by (used in) investing
          activities                                                   84,381           145,309             4,409          (203,767)
                                                                  -----------       -----------       -----------       -----------

Cash Flows from Financing Activities
  Proceeds from related party loans                                      --                --             225,000           435,000
  Net proceeds from sale of common stock                                 --                --              19,400           838,200
                                                                  -----------       -----------       -----------       -----------
      Net cash provided by financing activities                          --                --             244,400         1,273,200
                                                                  -----------       -----------       -----------       -----------

      Net increase (decrease) in cash
      and cash equivalents                                            (84,910)           95,246           (96,748)           87,866

Cash and cash equivalents, beginning of year                          179,172            83,926           180,674             6,396
                                                                  -----------       -----------       -----------       -----------

Cash and cash equivalents, end of year                            $    94,262       $   179,172       $    83,926       $    94,262
                                                                  ===========       ===========       ===========       ===========

Supplemental Cash Flow Information
  Cash paid during the year for:
    Interest                                                      $    33,904       $    17,190       $      --
Supplemental Schedule of Noncash Investing and
  Financing Activities:
  Contributed services                                            $    24,000       $    24,000       $    24,000
  Common stock and stock options issued for services              $      --         $      --         $     5,500
  Demand notes and accrued interest converted to
    common stock                                                  $      --         $      --         $   114,229
  Common stock received for antenna business sale                 $    62,722       $   799,000       $      --

<FN>
See Notes to Financial Statements
</FN>
</TABLE>

                                      F - 6
<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

Note 1.       Nature of Business

ASI Technology  Corporation,  a Nevada Corporation  ("Company")  acquired plasma
antenna technology (August 1999),  plasma sound reduction  technology  (December
2000) and licensed  plasma  technology  for  decontamination  and  sterilization
invented by one of its consultants  (January  2003).  Since 1999 the Company has
been  engaged  in  the   development   and   commercialization   of  the  plasma
technologies.  From 1995 until December 1998, the Company was inactive,  engaged
only in collecting  proceeds from prior asset sales,  reducing  debts and paying
corporate  costs.  At the beginning of 1999 the Company  commenced its strategy,
seeking to acquire and develop new technologies for licensing. In September 2003
the Company  completed  the sale of its plasma  antenna  technology  and related
government  contracts.   The  deficit  incurred  during  the  development  stage
represents the  accumulated  deficit since January 1, 1999, the inception of the
Company's current activities.

Because the Company has  devoted  most of its efforts  since  January 1, 1999 to
research  and  development,  and  its  planned  principal  operations  have  not
commenced and no significant licensing revenues have been earned, the Company is
considered to be in the development stage.

Formerly  ASI,  the  Company  changed  its  name to ASI  Technology  Corporation
effective on September 1, 2000 in connection with a capital reorganization which
included  a 1 for 10  reverse  stock  split.  The  effect of the stock  split is
presented within the statement of stockholders' equity by transferring an amount
equal to the par  value  for the  reduction  in  shares  to  additional  paid in
capital. All references in the financial statements to shares, share prices, per
share amounts and stock plans have been adjusted retroactively for the split.


Note 2.       Summary of Significant Accounting Policies

The  following  is a summary  of  significant  accounting  policies  used in the
preparation of these financial statements:

Use of estimates
----------------

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

Financial instruments and concentration of credit risk
------------------------------------------------------

The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash and investment securities.

The Company's cash is maintained in bank deposit  accounts which, at times,  may
exceed federally  insured limits.  The Company has not experienced any losses in
such accounts.  The Company believes it is not exposed to any significant credit
risk on cash and cash equivalents.



                                     F - 7
<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------


Note 2.       Summary of Significant Accounting Policies (continued)


Financial instruments and concentration of credit risk (continued)
------------------------------------------------------------------

Investment  securities consist of common stock in one unaffiliated  company that
is traded in the  over-the-counter  stock market.  See  "Investment  Securities"
below.

The carrying values of financial  instruments including cash, accounts and notes
receivable,  investment  securities,  accounts  payable and accrued  liabilities
approximated  fair market value because of the immediate or short-term  maturity
of these instruments.

Revenue recognition
-------------------

Revenue resulting from development  contracts is recognized under the percentage
of completion  method based upon costs incurred relative to total contract costs
or when the related  contractual  obligations  have been  fulfilled and fees are
billable.  Revenues from plasma  decontamination  and  sterilization  technology
sublicensing  is  recognized as collected  due to  uncertainty  of collection of
amounts  billed.  Costs  associated with  development  contracts are included in
research and development.

Patents
-------

Patent costs related to acquired technology are expensed as incurred because the
technology  being  developed  has  not  reached  technological  feasibility  and
requires further development, refinement and testing.

Research and development costs
------------------------------

Research and development costs are expensed as incurred.

Income taxes
------------

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards  ("SFAS") No. 109. Temporary  differences are differences  between the
tax basis of assets and liabilities and their reported  amounts in the financial
statements that will result in taxable or deductible  amounts in future years. A
valuation  allowance  is recorded by the Company to the extent it is more likely
than not that a deferred tax asset will not be realized.

Stock options
-------------

The Company applies APB Opinion 25,  "Accounting for Stock Issued to Employees,"
and related  Interpretations in accounting for stock options issued to employees
which  requires  recognition  of expense  when the option price is less than the
fair value of the underlying common stock at the date of grant.


                                     F - 8
<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

Note 2.       Summary of Significant Accounting Policies (continued)


Stock options (continued)
-------------------------

The Company has adopted the  disclosure-only  provisions  of SFAS  Statement No.
123,  "Accounting  for  Stock-Based  Compensation".  To provide the required pro
forma  information for employees,  the Company  estimates the fair value of each
stock option at the grant date by using the Black-Scholes  option-pricing model.
Had  compensation  cost for the Company's  stock-based  compensation  plans been
recorded  based on the fair value at the grant dates for awards  under the plans
consistent  with the method of SFAS No. 123, the  Company's  net loss would have
been increased to the pro forma amounts indicated below:


                                             2004         2003          2002
                                           ---------    ---------   -----------
Net income (loss)
  As reported                              $(716,043)   $ 677,409   $  (281,640)
     Plus: Stock based employee
       compensation expense included
       in net income (loss)                     --           --            --
     Less: Total employee stock-based
       compensation expense determined
       under fair-value based method          (9,920)        --            --
                                           ---------    ---------   -----------
  Pro forma                                $(725,963)   $ 677,409   $  (281,640)
                                           =========    =========   ===========

Basic and diluted income (loss) per share:
  As reported                              $   (0.21)   $    0.20   $     (0.08)
                                           =========    =========   ===========
  Pro forma                                $   (0.21)   $    0.20   $     (0.08)
                                           =========    =========   ===========


Statement of cash flows
-----------------------

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  investments  purchased with an original maturity of three months or less
to be cash equivalents.

Income (loss) per common share
------------------------------

Basic income (loss) per share is computed by dividing income (loss) available to
common stockholders, by the weighted average number of common shares outstanding
for the year. Diluted income (loss) per share reflects the potential dilution of
securities  that could share in the income (loss) of an entity.  The Company has
no dilutive  securities other than stock options that have a potential  dilutive
effect for the years ended December 31, 2004, 2003 or 2002.


                                     F - 9
<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

Note 2.       Summary of Significant Accounting Policies (continued)


Investment securities
---------------------

Investment  securities represents investment in an entity where the Company owns
less than five  percent  and does not  exercise  influence  over  operating  and
financial policies. The Company accounts for marketable securities in accordance
with Statement of Financial Accounting Standards No. 115 "Accounting for Certain
Investments in Debt and Equity  Securities"  ("SFAS 115").  SFAS 115 establishes
the  accounting  and  reporting  requirements  for all debt  securities  and for
investments in equity securities that have readily determinable fair values. The
Company's  marketable  securities  relate  to  shares  of  common  stock  of one
unaffiliated  company  received in exchange  for the sale of the plasma  antenna
business.  They are valued at the quoted  market  price on the  over-the-counter
market. The Company classifies its marketable  securities as  available-for-sale
and,  previously  carried the investments at fair value, with unrealized holding
gains and losses  reported in  stockholders'  equity as a separate  component of
accumulated  other  comprehensive  income  (loss).  There has been a substantial
decline  in the value of the  Company's  investment  securities  and there is no
assurance of future  recovery in value.  The  Emerging  Issues Task Force issued
EITF  No.  03-01,  "The  Meaning  of  Other-Than-Temporary  Impairment  and  Its
Application  to  Certain   Investments."   which  provides  additional  guidance
regarding  accounting for marketable  securities that may be impaired.  Although
the recognition and measurement provisions of EITF 03-01 have since been delayed
indefinitely,  management  believes its  investment  securities are impaired and
consistent  with  the  provisions  of FASB  Statement  No.  115  and  SEC  Staff
Accounting Bulletin 59, "Other Than Temporary  Impairment of Certain Investments
in Debt and Equity  Securities,"  an  impairment  loss has been recorded and the
cumulative  unrealized  loss  previously  recorded  as a  comprehensive  loss in
stockholders' equity has been reversed.

Recent accounting pronouncements
--------------------------------

In January  2003,  FASB issued FASB  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities"  ("FIN 46").  This  interpretation  clarifies  the
application  of Accounting  Research  Bulletin No. 51,  "Consolidated  Financial
Statements,"  relating to  consolidation  of certain  entities.  FIN 46 requires
identification  of the Company's  participation in variable  interests  entities
("VIEs"),  which are defined as entities with a level of invested equity that is
not  sufficient  to fund  future  activities  to  permit  them to  operate  on a
stand-alone  basis,  or whose equity holders lack certain  characteristics  of a
controlling  financial  interest.  For entities  identified as VIEs, FIN 46 sets
forth a model to evaluate  potential  consolidation  based on an  assessment  of
which party to the VIE, if any, bears a majority of the exposure to its expected
losses, or stands to gain from a majority of its expected  returns.  FIN 46 also
sets  forth  certain  disclosures  regarding  interests  in VIEs that are deemed
significant,  even if consolidation is not required.  The adoption of FIN 46 did
not have a  material  impact on the  Company's  financial  position,  results of
operations  or cash flows.  The Company does not believe it has any VIEs that it
would be required to consolidate.

The  Emerging  Issues  Task  Force  issued  EITF  No.  03-01,  "The  Meaning  of
Other-Than-Temporary  Impairment and Its  Application  to Certain  Investments."
which  provides   additional   guidance  regarding   accounting  for  marketable
securities  that may be  impaired.  Although  the  recognition  and  measurement
provisions  of EITF  03-01  have since  been  delayed  indefinitely,  management
believes  its  investment  securities  are  impaired  and  consistent  with  the
provisions of FASB  Statement No. 115 and SEC Staff  Accounting  Bulletin 59, an
impairment loss of $622,821 was recorded.


                                     F - 10
<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

Note 2.       Summary of Significant Accounting Policies (continued)


Recent accounting pronouncements (continued)
--------------------------------------------

In December  2004,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Financial  Accounting  Standard (FAS) 123(R),  "Share Based Payment",  Statement
123(R) is effective for public  companies filing on Form SB in the first quarter
of 2006.  This  statement  eliminates  the  ability to account  for  share-based
compensation  using the intrinsic  value-based  method under APB Opinion No. 25,
"Accounting for Stock Issued to Employees."  Statement  123(R) would require the
Company to calculate  equity-based  compensation  expense for stock  options and
employee stock purchase plan rights granted to employees based on the fair value
of the equity instrument at the time of grant. Currently,  the Company discloses
the pro forma net income  (loss) and the  related  pro forma  income  (loss) per
share  information  in  accordance  with  FAS 123 and FAS 148,  "Accounting  for
Stock-Based  Compensation  Costs-Transition and Disclosure." The Company has not
evaluated the impact that Statement  123(R) will have on its financial  position
and results of operations.




                                     F - 11
<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

Note 3.       Purchase and Sale of Technologies

Plasma antenna technology
-------------------------

On August 20,  1999 the Company  entered  into a purchase  agreement  to acquire
plasma antenna technology ("1999 Purchase Agreement").  This technology purchase
included one issued and one pending patent (subsequently issued) and the results
of prior  research and  development  by the seller.  The cash purchase  price of
$250,000  was  expensed  as there were no other  identifiable  assets  acquired,
commercial  feasibility  had not been  established,  there were no current  cash
flows  generated  from this  technology  and no future  alternative  uses of the
patents or technology existed.

On March 19,  2003,  the  Company and  Markland  Technologies,  Inc.,  a Florida
corporation  ("Markland"),  entered into a Technology  Purchase  Agreement  (the
"Agreement") pursuant to which the Company agreed to sell and Markland agreed to
purchase the  Company's  patents,  patent  applications,  equipment,  government
contract rights and other intellectual  property rights comprising the Company's
plasma  antenna  business.  The  closing of the  transaction  was  completed  in
September  2003 and the Company has received  all sale  proceeds  consisting  of
$150,000 of cash and $850,000 of Markland's common stock. In connection with the
sale,  the  Company  incurred  patent and  license  royalty  fees under the 1999
Purchase  Agreement of $7,500 in cash and $42,500 of the Markland  common stock.
The Company  also paid one  inventor  $1,500 in cash and $8,500 of the  Markland
common stock.  The net number of Markland common shares  received  (post-reverse
split) was 266,333  shares based on a value of $3.00 per share as agreed between
the unaffiliated  parties and that also  approximated the quoted market price at
the time of the settlement of the transaction.

In March 2004 the Company received 39,950 shares of Markland common stock valued
at $62,722 as additional  consideration  for a failure to timely register shares
previously received.

Markland began managing the Company's  government  contracts commencing April 1,
2003. Markland was responsible for contract and plasma antenna related costs and
to pay the  Company a fee of $2,500 per month for  administrative  support.  The
Company  was  responsible  to pay a contract  management  fee equal to  contract
revenues. As the contracts were not assigned to Markland by the government,  all
revenues and expenses  related to the contracts  were  recognized by the Company
with the difference  between contract revenues and reimbursable costs payable or
receivable  from  Markland.  The Company's last  government  contract under this
arrangement  was  completed in April 2004 and  accordingly  the Company does not
expect future revenues from  discontinued  operations.  At the conclusion of the
contract the Company  accrued  $9,658 as a net fee (excess of contract  revenues
owed  to  Markland   over   reimbursable   costs)  to  Markland   and   recorded
administrative  fees  earned of  $32,500  for a net  amount  due the  Company by
Markland of $22,842. Collectibility of this amount is uncertain and therefore an
allowance for doubtful  accounts in this amount has been recorded as of December
31, 2004.

Delmar Kintner, who was a part-time plasma antenna technology  consultant to the
Company  from 1999 to March 2003,  was CEO of  Markland  from  December  2002 to
November 2003.

Separately  in March 2003 the Company and  Markland  entered  into a  sublicense
agreement  pursuant to which the Company  sublicensed  to Markland  the right to
develop and sell products to certain government,  military and homeland security
customers  in  the  United  States  and  Canada  using  the   Company's   plasma
sterilization  and  decontamination  technology.  This sublicense  agreement was
terminated in February 2004.

                                     F - 12
<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

Note 3.       Purchase and Sale of Technologies (continued)

Plasma antenna technology (continued)
-------------------------------------

The sale of the plasma antenna  technology and government  contracts to Markland
has resulted in the discontinuation of the plasma antenna technology business of
the Company. The plasma antenna technology component generated substantially all
revenues  during the last three  years.  The Company has  segregated  continuing
operations (commercial  sterilization and decontamination  technology and plasma
noise  cancellation  technology) from  discontinued  operations  (plasma antenna
technology)  for the periods  presented and  discontinued  operations  have been
presented as a single line item.  The components of this line item for the years
ended  December 31, 2004,  2003 and 2002 and from  inception of the  development
stage on January 1, 1999 to December 31, 2004,  including  contract revenues and
research and development expenses attributable to Markland, are as follows:

<TABLE>
<CAPTION>


                                                                                                                     From Inception
                                                                                                                     of Development
                                                                                                                        Stage on
                                                                               Year Ended December 31,               January 1, 1999
                                                                  -----------------------------------------------    to December 31,
                                                                      2004              2003              2002             2004
                                                                  -----------       -----------       -----------      -----------
<C>                                                               <C>               <C>               <C>              <C>
Contract revenues                                                 $    45,864       $   467,855       $   375,677      $ 1,127,958
Proceeds received from sale of antenna business                        62,722           940,000              --          1,002,722
                                                                  -----------       -----------       -----------      -----------
                                                                      108,586         1,407,855           375,677        2,130,680
                                                                  -----------       -----------       -----------      -----------
Research and development                                               31,723           405,429           441,469        1,562,383
Marketing and promotion                                                25,197            74,847            71,981          296,186
                                                                  -----------       -----------       -----------      -----------
                                                                       56,920           480,276           513,450        1,858,569
                                                                  -----------       -----------       -----------      -----------
Income (loss) from discontinued operations                        $    51,666       $   927,579       $  (137,773)     $   272,111
                                                                  ===========       ===========       ===========      ===========

</TABLE>

All cash flows from the plasma antenna technology have been eliminated.

Sound reduction technology
--------------------------

In December 2000, the Company entered into a purchase agreement to acquire sound
reduction  technology for jet engines.  This  technology  employs  techniques to
modulate the plasma in a jet engine to reduce noise.  This  technology  purchase
included one issued U.S. patent and multiple foreign patent applications and the
results of prior research and  development by the seller.  Of the aggregate cash
purchase  price of  $200,000,  a total of $100,000  was paid at closing with the
balance paid in ten monthly installments of $10,000 commencing February 1, 2001.
The $200,000  purchase  price was  expensed as there were no other  identifiable
assets acquired, commercial feasibility had not been established,  there were no
current cash flows generated from this technology and no future alternative uses
of the patents or technology existed. Management is unable to determine the fair
value of the sound  reduction  technology.  There is no ready  market  for these
patents  or  technology,  which is still in the  early  stages  of  development.
Management  believes this technology is unique and no alternative future uses of
the technology exist.  Furthermore,  management does not have an estimate of the
cost of developing  the  technology to the point of commercial  viability or how
long such development may take. As a result,  future earnings and cash flows are
highly  uncertain.  Traditional  valuation  methods rely on the market values of
similar  assets,  replacement  costs or projections of future  earnings and cash
flows.


                                     F - 13
<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

Note 3.       Purchase and Sale of Technologies (continued)

Sound reduction technology (continued)
--------------------------------------

The  Company  is also  obligated  to pay  royalties  starting  at 6% of  product
revenues in the first year, 5% in the second year and 4% thereafter for the term
of the initial patent. A royalty of 15% is due on license  revenues  received by
the Company and a fee of 10% of sale  proceeds is due on the further sale of the
technology. There are no minimum royalties.

In August 2002 the Company entered into a $102,140 fixed price contract with the
University of Mississippi to perform certain contract  research on the Company's
plasma sound reduction technology. This work was performed and expensed in 2003.
The Company's sound reduction technology will require further development before
it can be commercialized into products or licensed to others and there can be no
assurance that commercial viability will be achieved.

Plasma Sterilization and Decontamination Technology
---------------------------------------------------

On January 31, 2003 the Company entered into a license  agreement with a minimum
term of 15 years subject to certain  commercialization  performance requirements
after the third year.  This agreement  granted the Company  worldwide  exclusive
rights to one patent and related  technology for a certain plasma  sterilization
and  decontamination  method. The agreement provides for future royalty payments
to the licensor  based on product  sales or sublicense  fees.  The licensor is a
consultant to the Company on its plasma technologies.


Note 4.       Investment Securities

The Company  received a total of 306,283 (post  reverse  split) common shares of
Markland  Technologies,  Inc. a public company traded over the counter. The cost
basis of the securities is $861,722.  Previously the securities  were carried at
fair value, with unrealized gains and losses reported in stockholders' equity as
a separate component of accumulated other  comprehensive  loss. There has been a
substantial  decline in the value of the securities and there is no assurance of
future recovery in value.  Accordingly,  the Company recorded an unrealized loss
on  available-for-sale  securities  of $603,521  in 2004 to reduce the  carrying
value of the securities to their market value at September 30, 2004. The Company
reversed the cumulative  unrealized  loss of $143,810  previously  recorded as a
comprehensive loss in stockholders' equity in 2003. During 2004 the Company sold
100,000  shares  for a  realized  loss of  $19,406.  The value of the  remaining
securities at December 31, 2004 was $160,901.



                                     F - 14
<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

Note 5.       Research Contracts

Government  research  contracts  accounted  for 100%,  90% and 100% of  revenues
(aggregating  continued and discontinued  operating  revenues) in 2004, 2003 and
2002, respectively.  The Company completed its only existing government contract
in April 2004.


Note 6.       Note Receivable

The Company had an unsecured note receivable from the prior sale of assets. This
9% note was due in monthly  installments  of principal  and interest of $500 and
matured and was paid in full in 2004.


Note 7.       Stockholders' Equity

On August 23, 2000 the Company's  shareholders  approved a reorganization of the
Company's  share  capital,  whereby each ten shares of common stock were reverse
split into one share of common stock of $0.02 par value. This reorganization was
effected  on  September  1,  2000  with  the  filing  of  restated  articles  of
incorporation  in the  State  of  Nevada.  As a  result  of this  share  capital
reorganization the Company has 11,000,000 shares authorized, $0.02 par value, of
which 10,000,000 are designated common stock and 1,000,000 shares are designated
preferred stock.  There were no issued or outstanding  shares of preferred stock
at December 31, 2003.

All share and per share data included in these  financial  statements  have been
retroactively adjusted to reflect the abovementioned reverse stock split.

In October 1999,  the Company  completed the sale of 1,500,000  shares of common
stock at $0.50 per share for gross proceeds of $750,000.  Officers and directors
of the Company purchased an aggregate of 275,000 of these shares.

In December  1999,  the Company  issued  30,000  shares of common stock to three
consultants for services. These shares were valued at $15,000.

In December  2001,  the Company  completed the sale of 367,600  shares of common
stock at $0.50 per share for gross proceeds of $183,800.  Officers and directors
of the Company purchased an aggregate of 100,000 of these shares.

The Company also  completed a conversion  of debt to equity in December 2001 for
228,458  shares of common  stock at $0.50 per share for total debt of  $114,229,
including $4,229 of interest.  An officer/director of the Company converted debt
of $36,407 for an aggregate of 72,814 of these shares.

In January 2002 one officer and director purchased 38,800 shares of common stock
at $0.50 per share for total  proceeds  of  $19,400.  In April 2002 the  Company
issued 66,000 shares of common stock at $0.50 per share for services.

During  2004,  2003 and 2002,  one officer  contributed  services to the Company
without compensation.  These services, valued at $24,000 in each year, have been
expensed and treated as capital contributions.


                                     F - 15
<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

Note 8.       Stock Option Plan

The Company's  shareholders approved the 2000 Equity Incentive Plan (the "Plan")
on August 23, 2000 under which the Company is authorized to grant  incentive and
nonstatutory  stock  options to acquire  up to 250,000  shares of the  Company's
common stock to employees and consultants. The term of the Plan is ten years and
the term of  options  granted  may not  exceed ten years from the date of grant.
Options may be granted at a price no less than 100% of the fair market value and
vest immediately unless otherwise designated at grant.

The following table summarizes  option activity for for the years ended December
31, 2004, 2003 and 2002.

<TABLE>
<CAPTION>
                                                          2004                       2003                       2002
                                                  -----------------------    -----------------------   ----------------------
                                                                Weighted                   Weighted                  Weighted
                                                                 Average                    Average                   Average
                                                                Exercise                   Exercise                  Exercise
                                                  Shares          Price       Shares         Price      Shares        Price
                                                  -------       --------     -------       --------    --------      --------
<C>                                                <C>          <C>          <C>           <C>          <C>          <C>
Outstanding at beginning of year                   90,000       $   0.50     100,000       $   0.50     100,000      $   0.50
Granted                                            60,000           0.35        --             --          --             --
Exercised                                            --              --         --             --          --             --
Cancelled                                         (10,000)          0.50     (10,000)          0.50        --             --
                                                  -------                     ------                    -------
Outstanding at end of year                        140,000           0.44      90,000           0.50     100,000          0.50
                                                  =======                     ======                    =======
Options exercisable at year-end                   140,000           0.44      90,000           0.50     100,000          0.50
Weighted-average fair value of options
  granted during the year                         $  0.25                    $    --                    $   --

</TABLE>

During 2004 the Company granted  options on 60,000 common shares  exercisable at
$0.35 per share until December 6, 2009. The Company  recorded $4,960 as the fair
value of  20,000  options  granted  to two  consultants  who are not  directors,
officers,  or employees of the Company for services rendered in 2004. The amount
recorded was  determined  using the fair value  method  under the  Black-Scholes
Option-pricing model assuming a 3.60% risk free interest rate, a 5 year expected
life, a volatility  rate of 89% and a 0% dividend  rate. At the grant date,  the
fair value per option  granted was $0.25.  There were no options  granted during
2002 or 2003.

During 2003  options on 10,000  shares  were  cancelled  and in 2004  options on
10,000 shares were also  cancelled.  At December 31, 2004,  140,000 options were
outstanding and exercisable and options on 110,000 shares remain available to be
granted.  At December 31, 2004 and 2003 the options on 140,000 shares and 90,000
shares,  respectively,  were fully vested and had a weighted average life of 3.2
and 2.9  years  and a  weighted  average  exercise  price of $0.44 and $0.50 per
common share.


Note 9.  Income Taxes

Deferred  tax assets at  December  31, 2004 and 2003 of  $331,000  and  $92,000,
respectively.  The 2004 balance includes  $183,000  resulting from net operating
loss  carryforwards,  $140,000 from investment  writedowns and $8,000 other. The
2003  amount  resulted  primarily  from  net  operating  loss  carryforwards.  A
valuation  allowance  is  required  for those  deferred  tax assets that are not
likely to be realized.  Realization is dependent upon future earnings during the
period loss carryforwards are expected to be available. Because of the uncertain
nature of the ultimate realization of tax losses, a complete valuation allowance
is recorded against the deferred tax asset arising from net operating losses.


                                     F - 16
<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

Note 9.  Income Taxes (continued)

For tax purposes,  the Company has loss carryforwards of approximately  $523,000
as of December 31, 2004 that expire  between  December 31, 2021 and December 31,
2024.   The  Company's   utilization   of  its  available  net  operating   loss
carryforwards  against future  taxable income may be restricted  pursuant to the
"change in ownership"  rules in Section 382 of the Internal  Revenue Code. These
rules in general  provide that an ownership  change  occurs when the  percentage
shareholdings  of 5% direct or indirect  shareholders of a loss corporation have
in aggregate  increased by more than 50 percentage points during the immediately
preceding three years.

The income tax  provision  differs from the amount of income tax  determined  by
applying  the U.S.  federal  income  tax rate to  pretax  loss  from  continuing
operations for the years ended December 31, 2004, 2003 and 2002.

                                              2004         2003         2002
                                            ---------    ---------    ---------
Computed "expected" tax (credit)            $(250,000)   $ 237,000    $ (99,000)
Increase (decrease) in income taxes
resulting from:
Expiration of loss carryforward                  --           --          2,000
Increase (decrease) in valuation allowance    239,000     (245,000)      89,000
Nondeductible compensation and other           11,000        8,000        8,000
                                            ---------    ---------    ---------
                                            $    --      $    --      $    --
                                            =========    =========    =========


Note 10.      Related Party Transactions

Commencing  in  September  1999,  the  Company  began  paying a company  that is
controlled by its President and also a stockholder of the Company,  an aggregate
of $500 per month for office rent, bookkeeping and administrative  services with
such payments aggregating $6,000 in 2001. This payment was increased to $750 per
month in January 2002 and to $1,000 per month beginning July 2002. Such payments
aggregated  $12,000 in 2003 and $12,000 in 2004. In addition  during 2004,  2003
and 2002, the Company also paid companies  affiliated with its President a total
of  $7,632,  $8,532,  $15,828,  respectively  as  reimbursements  for travel and
related costs.

At December 31, 2004 stockholders  (including one  officer/director for $75,000)
had advanced $225,000 on 10% unsecured demand notes. During 2004, 2003 and 2002,
the Company incurred interest of $22,562,  $22,500, and $2,022,  respectively in
connection with short-term loans from related parties.


                                     F - 17
<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------


Note 11.      Ability to Continue as a Going Concern

The Company's  financial  statements have been presented on the basis that it is
able to continue as a going  concern,  which  contemplates  the  realization  of
assets and the satisfaction of liabilities in the normal course of business.


The  Company  has  incurred  losses  in  connection  with  the  acquisition  and
development  of its  technology  and has  limited  funds with which to  operate.
Management  anticipates  receiving  additional  funds  from the  future  sale of
investment  securities;  however,  there can be no assurance that any such funds
will be obtained.  Consequently,  additional  capital resources are likely to be
required to further  develop the Company's  technologies to the point where they
are commercially  viable.  The Company also plans to use resources to strengthen
and expand its patents,  establish certain  strategic  relationships and develop
market  opportunities.  Shortly  thereafter,  the Company expects to license its
technologies,  which  management  believes will generate  sufficient  revenue to
continue the  Company's  operations.  However,  there is no  assurance  that the
Company will be able to successfully  commercialize  its technologies or be able
to generate  sufficient  revenue  through the licensing of its  technologies  to
provide sufficient working capital.

Management  does not have an estimate of the  additional  capital  necessary  to
develop its technologies to the point of commercial viability.

The accompanying financial statements do not include any adjustments which would
be  necessary  should the Company be unable to  continue as a going  concern and
therefore be required to realize its assets and  discharge  its  liabilities  in
other than the normal  course of business  and at amounts  different  from those
reflected in the accompanying financial statements.



                                     F - 18
<PAGE>

                                    PART III


Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits

         The exhibit  index below lists the  exhibits  that are filed as part of
this Amendment.

         Exhibit
         Number                     Description of Exhibit
         ------                     ----------------------
         31.1         Certification of Principal Executive Officer,  Pursuant to
                      Exchange  Act  Rule  13a-14(a),  as  Adopted  Pursuant  to
                      Section 302 of the Sarbanes-Oxley Act of 2002.

         31.2         Certification of Principal Financial Officer,  Pursuant to
                      Exchange  Act  Rule  13a-14(a),  as  Adopted  Pursuant  to
                      Section 302 of the Sarbanes-Oxley Act of 2002.

         32.1         Certification of Principal Executive Officer,  Pursuant to
                      18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
                      of the Sarbanes-Oxley Act of 2002.

         32.2         Certification of Principal Financial Officer,  Pursuant to
                      18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
                      of the Sarbanes-Oxley Act of 2002.


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                           ASI TECHNOLOGY CORPORATION

                                            By:       /s/ JERRY E. POLIS
                                                      ------------------
                                                      Jerry E. Polis
                                                      President

Date:  April 25, 2005

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>

         Name                            Position                               Date
         ----                            --------                               ----
<C>                             <C>                                             <C>

/s/ JERRY E. POLIS              President                                       April 25, 2005
    --------------              and Director
    Jerry E. Polis              (principal executive officer)


/s/ ERIC M. POLIS               Secretary, Treasurer and Director               April 25, 2005
    -------------               (principal financial and accounting officer)
    Eric M. Polis


/s/ DAWAYNE R. JACOBS           Director                                        April 25, 2005
    -----------------
    Dawayne R. Jacobs

</TABLE>