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

                     U.S. 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, 2000

                         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 ____  No__X__

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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. [ ]

State issuer's revenues for its most recent fiscal year. $160,536

The aggregate  market value of the issuer's common stock held by  non-affiliates
as of March 15, 2001  (assuming for this purpose that only  directors,  officers
and 10% or more shareholders of registrant are affiliates of registrant),  based
on the  average  of  the  closing  bid  and  asked  prices  on  that  date,  was
approximately $-0- .

As of March 15, 2001 there were 2,711,664  shares of ASI Technology  Corporation
common stock, par value $0.02, outstanding.

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

                                       1

<PAGE>



The  registrant  hereby files this  Amendment No. 1 to its annual report on Form
10-KSB  for the year  ended  December  31,  2000 to amend  Item 7 to  include an
additional  balance  sheet  column  for  December  31,  1998.  There has been no
restatement of the financial statements for any of the periods presented.


                                     PART II


Item 7. Financial Statements

The  financial  statements  required to be included in this Item 7 are set forth
immediately  following this page.  These statements have been amended to include
three years of balance  sheets  whereas the original  filing  included  only two
years of balance sheets. The financial  statements include for this filing three
years of balance sheets and three years of statements of operations,  cash flows
and stockholders' equity.










                                       2



<PAGE>

                                   Contents


--------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT                                              1
--------------------------------------------------------------------------------

  Balance sheets                                                          2

  Statements of operations                                                3

  Statements of stockholders' equity                                      4

  Statements of cash flows                                                5

  Notes to financial statements                                        6-13
--------------------------------------------------------------------------------






<PAGE>





                          INDEPENDENT AUDITOR'S REPORT


To the 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,  2000,  1999 and 1998,  and the
related  statements of operations,  stockholders'  equity and cash flows for the
years ended  December 31, 2000,  1999 and 1998 and for the period from inception
of the  development  stage on January 1, 1999 through  December 31, 2000.  These
financial  statements 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  generally   accepted  auditing
standards.  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 financial statement presentation.
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, 2000,  1999 and 1998,  and the results of its operations and its
cash flows for the years  ended  December  31,  2000,  1999 and 1998 and for the
period  from  inception  of the  development  stage on January  1, 1999  through
December 31, 2000 in conformity with generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As  discussed  in Note 10 to the  financial
statements,  the Company has suffered  recurring  losses from operations and may
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 10. The  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


/s/ McGladrey & Pullen, LLP

Las Vegas, Nevada
January 10, 2001

                                       1

<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

<TABLE>
BALANCE SHEETS
December 31, 2000, 1999 and 1998
<CAPTION>
                                                                 2000           1999           1998
------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>            <C>
ASSETS
Current Assets
  Cash  and cash equivalents                                  $ 153,968       $ 422,551      $   6,396
  Accounts receivable (Note 4)                                   80,304               -              -
  Note receivable - current (Note 5)                              4,393           4,016          3,686
  Prepaid expenses                                               13,045           8,995              -
                                                             ------------------------------------------
        Total current assets                                    251,710         435,562         10,082


Note receivable - less current portion (Note 5)                  15,575          19,637         23,653
                                                             ------------------------------------------
                                                              $ 267,285       $ 455,199      $  33,735
                                                             ==========================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                            $  43,530       $   6,571      $       -
  Unearned revenue (Note 4)                                       7,870               -              -
  Due to related party                                                -               -          5,895
  Contract obligation payable (Note 3)                          100,000               -              -
                                                             ------------------------------------------
        Total current liabilities                               151,400           6,571          5,895
                                                             ------------------------------------------

Commitments (Note 3)

Stockholders'  Equity (Notes 6 and 7)
  Common stock,  $.02 par value;  10,000,000 shares
   authorized, issued and outstanding 2000 and 1999,
   2,711,664 shares; 1998, 1,181,664 shares                      54,233       1,487,664      1,181,664
  Additional paid-in capital                                  3,025,292       1,551,861      1,087,861
  Accumulated deficit                                        (2,963,640)     (2,590,897)    (2,241,685)
                                                             ------------------------------------------
                                                                115,885         448,628         27,840
                                                             ------------------------------------------
                                                              $ 267,285       $ 455,199      $  33,735
                                                             ==========================================

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

                                                   2

<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

<TABLE>
STATEMENTS OF OPERATIONS
For the Years Ended  December  31,  2000,  1999 and 1998 and For the Period from
Inception of Development Stage on January 1, 1999 to December 31, 2000
<CAPTION>
                                                                                                               From Inception
                                                                                                               of Development
                                                                                                                   Stage on
                                                                                                               January 1, 1999
                                                                                                               to December 31,
                                                                 2000             1999              1998             2000
------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                               <C>                    <C>               <C>          <C>
Revenues
  Development contracts (Note 4)                              $ 160,536       $        -        $        -         $  160,536
  Other revenue                                                       -                -             1,960                  -
                                                         ---------------------------------------------------------------------
                                                                160,536                -             1,960            160,536
Operating Expenses
  Research and development (Note 3)                             422,107          303,946                 -            726,053
  Marketing and promotion                                        67,585           30,238                 -             97,823
  General and administrative (Note 9)                            62,029           20,441             1,586             82,470
                                                         ---------------------------------------------------------------------
                                                                551,721          354,625             1,586            906,346
                                                         ---------------------------------------------------------------------

Income (Loss) from Operations                                  (391,185)        (354,625)              374           (745,810)
                                                         ---------------------------------------------------------------------

Nonoperating Income (Expense)
  Interest income                                                18,442            7,021             2,627             25,463
  Interest expense                                                    -           (1,608)                -             (1,608)
                                                         ---------------------------------------------------------------------
Income (Loss)                                                 $(372,743)      $ (349,212)       $    3,001         $ (721,955)
                                                         =====================================================================

Basic and Diluted Income (Loss) per Common Share              $   (0.14)      $    (0.21)       $     0.01
                                                         ==================================================

Weighted Average Number of Common
  Shares Outstanding                                          2,711,664        1,625,198         1,181,664
                                                         ==================================================

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


                                                              3

<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

<TABLE>
STATEMENTS OF STOCKHOLDERS' EQUITY
For the Years Ended December 31, 2000, 1999 and 1998 and For the Period from
Inception of Development Stage on January 1, 1999 to December 31, 2000
<CAPTION>
                                                                                                                           Deficit
                                                                                                                        Accumulated
                                                    Common Stock                                                         During the
                                             --------------------------     Additional       Accumulated                Development
                                                Shares         Amount     Paid-In Capital       Deficit        Total        Stage
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>             <C>              <C>             <C>         <C>
Balance, December 31, 1997                    1,181,664    $ 1,181,664     $ 1,087,861      $ (2,244,686)   $  24,839   $         -

  Net income                                          -              -               -             3,001        3,001             -
                                             ---------------------------------------------------------------------------------------

Balance, December 31, 1998                    1,181,664      1,181,664       1,087,861        (2,241,685)      27,840             -

  Sale of stock, net of offering costs of
    $15,000 (Note 6)                          1,500,000        300,000         435,000                 -      735,000             -

Stock issued for services (Note 6)               30,000          6,000           9,000                 -       15,000             -

Contributed services (Note 6)                         -              -          20,000                 -       20,000             -

Net loss                                              -              -               -          (349,212)    (349,212)     (349,212)
                                             ---------------------------------------------------------------------------------------

Balance, December 31, 1999                    2,711,664      1,487,664       1,551,861        (2,590,897)     448,628      (349,212)

  Contributed services (Note 6)                       -              -          40,000                 -       40,000             -

  Net loss                                            -              -               -          (372,743)    (372,743)     (372,743)

  1 for 10 reverse stock split                        -     (1,433,431)      1,433,431                 -            -             -
                                             ---------------------------------------------------------------------------------------

Balance, December 31, 2000                    2,711,664    $    54,233     $ 3,025,292      $ (2,963,640)   $ 115,885   $ (721,955)
                                             =======================================================================================

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


                                                                4


<PAGE>

ASI TECHNOLOGY CORPORATION
(A Development Stage Company)

<TABLE>
STATEMENTS OF CASH FLOWS
For the Years Ended  December  31,  2000,  1999 and 1998 and For the Period from
Inception of Development Stage on January 1, 1999 to December 31, 2000
<CAPTION>
                                                                                                             From Inception
                                                                                                             of Development
                                                                                                                Stage on
                                                                                                             January 1, 1999
                                                                                                             to December 31,
                                                                  2000             1999            1998            2000
---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>               <C>               <C>          <C>
Cash Flows from Operation Activities
  Net income (loss)                                          $  (372,743)      $ (349,212)       $ 3,001      $ (721,955)
  Adjustments to reconcile net income (loss) to net
    cash used in operating activities:
    Contributed services                                          40,000           20,000              -          60,000
    Common stock issued for services                                   -           15,000              -          15,000
    Acquired in-process research and development                 200,000          250,000              -         450,000
    Changes in working capital components:
      (Increase) in accounts receivable                          (80,304)               -              -         (80,304)
      (Increase) in prepaid expenses                              (4,050)          (8,995)             -         (13,045)
      Increase in unearned revenue                                 7,870                -              -           7,870
      Increase in accounts payable                                36,959            6,571              -          43,530
      (Decrease) in due to related party                               -           (5,895)       (10,971)         (5,895)
                                                            ---------------------------------------------------------------
          Net cash used in operating activities                 (172,268)         (72,531)        (7,970)       (244,799)
                                                            ---------------------------------------------------------------

Cash Flows from Investing Activities
  Payments on note receivable                                      3,685            3,686          3,373           7,371
  Purchase of in-process research and development               (100,000)        (250,000)             -        (350,000)
                                                            ---------------------------------------------------------------
        Net cash provided by (used in)
          investing activities                                   (96,315)        (246,314)         3,373        (342,629)
                                                            ---------------------------------------------------------------
Cash Flows from Financing Activities
  Proceeds from related party loan                                     -          100,000              -         100,000
  Proceeds from bank debt                                              -          100,000              -         100,000
  Payments on bank debt                                                -         (100,000)             -        (100,000)
  Net proceeds from sale of common stock                               -          635,000              -         635,000
                                                            ---------------------------------------------------------------
        Net cash provided by financing activities                      -          735,000              -         735,000
                                                            ---------------------------------------------------------------
        Net increase (decrease) in cash                         (268,583)         416,155         (4,597)        147,572

Cash and cash equivalents, beginning of year                     422,551            6,396         10,993           6,396
                                                            ---------------------------------------------------------------
Cash and cash equivalents, end of year                       $   153,968       $  422,551        $ 6,396      $  153,968
                                                            ===============================================================

Supplemental Cash Flow Information
  Cash paid during the year for:
    Interest                                                 $         -       $    1,608        $     -

Supplemental Schedule of Noncash Investing and
  Financing Activities
  Purchased technology financed by seller obligation         $   100,000       $        -        $     -
  Contributed services                                       $    40,000       $   20,000        $     -
  Common stock issued for services                           $         -       $   15,000        $     -
  Related party loan applied toward the purchase
    of common stock                                          $         -       $  100,000        $     -



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


                                                               5

<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 two plasma
technologies  in  August  1999 and  December  2000,  each in an  early  stage of
development.  The Company is engaged in the development and commercialization of
the  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.  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, 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.

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.

                                       6


<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)

The carrying values of financial  instruments including cash, accounts and notes
receivable,  accounts payable and contract obligation payable  approximated fair
market  value  because  of  the  immediate  or  short-term   maturity  of  these
instruments.  Management  believes the repayment  terms for the note  receivable
approximate  generally available terms for similar instruments and, accordingly,
the carrying value of the note receivable approximates fair value.

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.  Costs associated with development  contracts are included in research
and development.

Patents

Patent  costs  related to the  acquired  technology  were  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.

                                       7

<PAGE>

ASI Technology Corporation
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 2.       Summary of Significant Accounting Policies (continued)


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.

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.
Under SFAS No. 123, compensation cost is recognized for stock options granted to
nonemployees using the Black-Scholes Option-pricing model.

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 earnings (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  earnings  (loss)  per  share  reflect  the
potential  dilution of securities  that could share in the earnings (loss) of an
entity.  There were no dilutive  securities  outstanding during any of the years
presented.

Comprehensive income (loss)

The Company follows SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130
establishes  standards for reporting and display of comprehensive income and its
components in a full set of general-purpose  financial statements.  There was no
difference  between the  Company's net loss and its  comprehensive  loss for the
period presented in the accompanying consolidated statements of operations.

                                       8

<PAGE>

ASI Technology Corporation
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 3.  Purchase of Technology


Plasma antenna technology

On August 20,  1999 the Company  entered  into a purchase  agreement  to acquire
plasma antenna technology.  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 has not
been established, there are no current cash flows generated from this technology
and no future alternative uses of the patents or technology exist. Management is
unable to determine the fair value of the plasma antenna technology. There is no
ready market for the 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 exists.  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.

The Company is also  obligated  to pay the seller a royalty of 5% of ASI's gross
revenues (as  defined)  from the  technology  for a period of five years up to a
maximum of $250,000 in royalties. There are no minimum royalties.

Although  the use of the plasma  antenna  technology  has  generated  all of the
revenues  in 1999 and  2000,  the  technology  is  still  in an  early  stage of
development and there can be no assurance that the planned commercial  viability
will be achieved.  The revenues  generated were related to development grants to
explore commercial uses of the technology.

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 due in ten equal 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 has not been established,
there are no current cash flows  generated  from this  technology  and no future
alternative  uses of the patents or  technology  exist.  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 exists.  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.

                                       9

<PAGE>

ASI Technology Corporation
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 3.       Purchase of 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.

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.

Note 4.  Development Contracts


In January  2000 and August  2000 the Company  obtained  two cost plus fixed fee
development  contracts as subcontracts with a prime government  contractor which
funded further development of the Company's  technology.  The first contract was
for an  aggregate  of  $89,710  which was  completed  in August  2000.  Accounts
receivable of $80,304 at December 31, 2000  represents  amounts billed under the
contracts and $7,870 represented deferred revenue at December 31, 2000.

Note 5.  Note Receivable


The Company has an unsecured note receivable from the prior sale of assets. This
9% note is due in monthly  installments  of  principal  and interest of $500 and
matures in November 2004.

Note 6.  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, 2000.

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.

                                       10

<PAGE>

ASI Technology Corporation
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 6.       Stockholders' Equity (continued)


During 1999 and 2000 two  shareholders,  including  one  officer  and  director,
contributed services to the Company without compensation.  These services valued
at  $20,000  in 1999 and  $40,000 in 2000 have been  expensed  and  treated as a
capital contribution.

Note 7.  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.

As of December 31, 2000, the Company had not granted any options under the Plan.

Note 8.  Income Taxes


Net deferred tax assets  consist of the following  components as of December 31,
2000, 1999 and 1998:

                                              2000          1999          1998
                                            ------------------------------------
Deferred tax assets:
  Research and development costs            $159,000      $ 89,000      $   --
  Contributed services                        21,000         7,000          --
  Loss carryforwards                          87,000        41,000       183,000
                                            ------------------------------------
                                             267,000       137,000       183,000
  Less valuation allowance                   267,000       137,000       183,000
                                            ------------------------------------
                                            $    --       $    --       $    --
                                            ====================================

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.

For tax purposes,  the Company has a loss carryforward of approximately $250,000
as of December 31, 2000 that expires December 31, 2014.

                                       11

<PAGE>

ASI Technology Corporation
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 8.       Income Taxes (continued)


The income tax  provision  differs from the amount of income tax  determined  by
applying  the  U.S.  federal  income  tax  rate to  pretax  income  (loss)  from
continuing operations for the years ended December 31, 2000, 1999 and 1998.

                                                  2000         1999      1998
                                              ---------------------------------
Computed "expected" tax (credit)              $(130,000)   $(122,000)   $ 1,000
Increase (decrease) in income taxes
  resulting from:
  Expiration of loss carryforward                  --        171,000       --
  Increase (decrease) in valuation allowance    130,000      (46,000)      --
  Other                                            --         (3,000)    (1,000)
                                              ---------------------------------
                                              $    --      $    --      $  --
                                              =================================

Note 9.  Related Party Transactions


Commencing in September 1999, the Company began paying a company affiliated with
its  President an aggregate of $500 per month for office rent,  bookkeeping  and
administrative services with such payments aggregating $6,000 in 2000 and $1,500
in 1999.  During 2000 and 1999, the Company also paid companies  affiliated with
its President a total of $15,283 and $2,419,  respectively as reimbursement  for
travel and related costs.

A consultant to the Company  previously served as a director and chairman of the
Corporation from which the Company purchased the plasma antenna technology. This
consultant  also  serves  as a  director  and  chief  executive  officer  of the
Corporation from which the sound reduction technology was purchased.

Note 10. 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  significant  losses in connection with the acquisition
and  development  of its technology and has limited funds with which to operate.
Management anticipates receiving additional contracts for further development of
it  technology;  however,  there can be no assurance that such contracts will be
obtained. Consequently,  additional capital resources may be required to further
develop the Company's  technology to the point where it is commercially  viable.
The Company also plans to use  resources to  strengthen  and expand its patents,
establish   certain   strategic   relationships   and  identify  primary  market
opportunities.  Shortly  thereafter,  the Company expects to begin licensing its
product,  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  products

                                       12

<PAGE>

ASI Technology Corporation
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

or be able to generate  sufficient  revenue through the licensing of its product
to provide sufficient working capital.




                                       13


<PAGE>

ASI Technology Corporation
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 10.      Ability to Continue as a Going Concern (continued)


Management  does not have an estimate of the  additional  capital  necessary  to
develop the technology 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.


                                       14



<PAGE>




                                   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:  December 4, 2001




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