IPTK AS IP Tech Inc (CE)

FILER:

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

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

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

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

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

FORM 10-KSB
(Mark One)

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

For the fiscal period ended JUNE 30, 2008

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

Commission file number 000-27881

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

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

incorporation or organization)

"Level 1, 45 Exhibition Street
Melbourne, Victoria, 3000, Australia"

(Address of principal executive officers)

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

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

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

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

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

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

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

Class Outstanding at June 30, 2008

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

Documents incorporated by reference None

10KSB

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PART I.

FORWARD LOOKING STATEMENTS

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

ITEM 1. DESCRIPTION OF BUSINESS.

THE COMPANY

(1) Form and year of organization

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

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

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

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

BUSINESS

(1) Principal products or services and their markets;

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

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

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

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

(2) Distribution methods of the products or services;

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

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

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

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

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

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

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

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

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

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

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

Not applicable at this stage of the product development.

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

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

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

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

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

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

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

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

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

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

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

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

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

Not applicable

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

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

ITEM 2. DESCRIPTION OF PROPERTY.

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

ITEM 3. LEGAL PROCEEDINGS.

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

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

Not applicable.

PART II.

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

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

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

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

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

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

OVERVIEW

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

RESULTS AND PLAN OF OPERATIONS

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

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

GOING CONCERN QUESTION

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

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

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

ITEM 7. FINANCIAL STATEMENTS.

OVERVIEW

ASI ENTERTAINMENT, INC.

CONSOLIDATED
FINANCIAL STATEMENTS

June 30, 2007 & 2008

ASI ENTERTAINMENT, INC.
Consolidated Financial Statements

TABLE OF CONTENTS

 Page

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM F-1

CONSOLIDATED FINANCIAL STATEMENTS

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

Larry O'Donnell, CPA, PC

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

Report of Independent Registered Public Accounting Firm

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

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

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

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

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

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

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

ASSETS

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

 LIABILITIES AND SHARHOLDERS' EQUITY

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

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

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

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

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

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

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

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

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

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

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

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

Provision for income tax - -

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 2007 2008
 ------------------ ------------------
Cash Flows from Operating Activities:
 Net income/(loss) $ (745,706) $ (25,603)

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

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

(Continued On Following Page)

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

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

(Continued from Previous Page)

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

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

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

CASH AT THE END OF THE PERIOD $ 5,984 $ 640
 ============== ==============

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

ASI ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Principles of consolidation

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

Basis of Presentation

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

Use of Estimates

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

Cash and cash equivalents

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

Accounts receivable

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

ASI ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Income tax

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

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

Net income (loss) per share

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

Property and equipment

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

Revenue recognition

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

Comprehensive income (loss)

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

Financial instruments

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

ASI ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Products and services, and geographic areas

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

Stock Options

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

Recent Accounting Pronouncements

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

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

ASI ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

Long-Lived Assets

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

ASI ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. RELATED PARTY TRANSACTIONS

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

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

NOTE 3. LEASE COMMITMENTS

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

NOTE 4. STOCKHOLDERS' EQUITY

Common stock

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

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

Preferred stock

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

Stock options

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

ASI ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. STOCKHOLDERS' EQUITY (Continued):

Non-employee stock options

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

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

Employee stock options

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

NOTE 5. GOING CONCERN

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

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

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

Not applicable

ITEM 8A. Controls and Procedures.

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

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

ITEM 8B. Other Information.

None.

PART III

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

The officers and directors of the Company are as follows:

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

Ronald J. Chapman President and Director

Graham O. Chappell Director

Philip A. Shiels Chief Financial Officer and Director

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

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

RICHARD LUKSO, 75, is the Chairman and Director of the Company. Mr Lukso commenced his career in aviation in 1953 at USMC in the Marine Air Wing. His career has included senior executive positions with Lear Inc., Garrett Airesearch and Learjet. In 1988, Mr Lukso joined Securaplane Technologies Inc. as President and General Manager and co-owner. The company has since grown from 5 employees and one product to 100 employees and five innovative products serving airlines and general aviation. In 2000, Mr Lukso sold Securaplane Technologies Inc. to Danaher Corporation.

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

GRAHAM O. CHAPPELL, 63, has been a director of the Company since its inception. Mr. Chappell has worked in the aerospace industry for 30 years. Since 1985, Mr. Chappell has operated as the principal of Chappell Salikin Weil Associates Pty. Ltd. ("Chappell Salikin"), Victoria, Australia, a private aviation trading and aerospace, technology and defence industries consultancy company. Chappell Salikin has served as a consultant to ASIT Australia, ASI Holdings Pty. Ltd. and ASI Entertainment Pty. Ltd. Mr. Chappell obtained a Diploma of Aeronautical Engineering degree from the Royal Melbourne Institute of Technology in 1968 and a Masters of Science (Air Transport Engineering) from Cranfield University in 1974.

PHILIP A. SHIELS, 56, has been a director of the Company since 1996. From 1992 to the present, Mr. Shiels has operated Shiels & Co., Victoria, Australia, a private consulting practice providing management and corporate advisory services. Shiels & Co. has served as a consultant to ASI Holdings Pty. Ltd. and ASIQ Ltd. since 1994. Mr Shiels has served as the Director of Finance for ASI Holdings Pty. Ltd. Mr. Shiels received a Bachelor of Business (Accountancy) Degree from the Royal Melbourne Institute of Technology in 1976 and has been an Associate Member of the Institute of Chartered Accountants in Australia since 1978.

ITEM 10. EXECUTIVE COMPENSATION.

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

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

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

SUMMARY COMPENSATION TABLE

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

Richard Lukso 2008 $0
Chairman

Ronald Chapman,
President 2008 0 0 $0

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

Graham Chappell 2008 $0
Director

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

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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

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

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

(a) Exhibits
Exhibit No. Description

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

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

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

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

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

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

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

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

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

AUDIT-RELATED FEES

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

TAX FEES

None

ALL OTHER FEES

There were no other fees filled for services.

SIGNATURES

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

ASI ENTERTAINMENT, INC.

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

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

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

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


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


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


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

CERTIFICATIONS

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

I, Ronald J. Chapman, certify that:

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

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

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

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

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

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

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

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

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

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

Date: September 25, 2008

/s/ Ronald J. Chapman

Ronald J. Chapman
Chief Executive Officer

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

I, Philip A. Shiels, certify that:

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

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

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

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

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

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

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

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

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

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

Date: September 25, 2008

/s/ Philip A. Shiels

Philip A. Shiels
Chief Financial Officer

CERTIFICATION PURSUANT TO

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

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

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

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

/s/ Ronald J. Chapman

Ronald J. Chapman
Chief Executive Officer
September 25, 2008


/s/ Philip A. Shiels

Philip A. Shiels
Chief Financial Officer
September 25, 2008

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

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