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: 10-Q/A
 SEC ACT: 1934 Act
 A-B
 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, AUSTRALIA
 ZIP: 3000

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

FORM 10-Q/A
(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the quarterly period ended DECEMBER 31, 2009
or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from to

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)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 73,418,137

EXPLANATORY NOTE

The Company is filing this Amendment No 1. to its Quarterly Report on Form 10-Q for the six months ended December 31, 2009 as filed with the Securities and Exchange Commission on February 11, 2010 (the "Original Filing").

We are filing this Amendment No.1 to:
* Restate financial statements to reflect adjustment to revenues and assets as set out in Note 4 - Restatement Of Financial Statements.
* Amend Item 7. Management's Discussion And Analysis Or Plan Of Operation to amend management comments to reflect changes to the financial statements.
* Additional language has been added to Item 4. Controls and Procedures.

Updated Certifications under Sections 302 and 906 of the Sarbanes-Oxley Act 2002 are also included in this Amendment.

Except as stated above, no other changes have been made to the Original Filing, and this Form 10-Q/A does not amend, update or change any other items or disclosures in the Original Filing. This Form 10-Q/A does not reflect events occurring after the Original Filing and does not modify or update the disclosures in the Original Filing in any way.

ASI ENTERTAINMENT, INC. AND SUBSIDIARIES

 FORM 10-Q/A

 FOR THE QUARTER ENDED DECEMBER 31, 2009

 INDEX

PART I. FINANCIAL INFORMATION.................................................2

ITEM 1. Financial Statements..................................................2

PART 1: FINANCIAL INFORMATION.................................................7

ITEM 2. Management's Discussion and Analysis or Plan of Operation.............7

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk............8

ITEM 4. Controls and Procedures...............................................9

PART II. OTHER INFORMATION...................................................10

ITEM 1. Legal Proceedings....................................................10

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds..........10

ITEM 3. Defaults upon Senior Securities......................................10

ITEM 4. Submission of Matters to a Vote of Security Holders..................10

ITEM 5. Other Information....................................................10

ITEM 6. Exhibits and Reports on Form 8-K.....................................10

SIGNATURES...................................................................11

CERTIFICATIONS...............................................................12

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ASI ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2009

ASSETS DECEMBER 31, June 30, 2009
 2009 (AUDITED)
 (UNAUDITED) (RESTATED)

CURRENT ASSETS
Cash and cash equivalents 10,603 231
Related receivables 0 0
 -------------- --------------
Total Current Assets 10,603 231
 -------------- --------------

 -------------- --------------
TOTAL ASSETS 10,603 231
 ============== ==============

LIABILITIES AND SHARHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses 40,063 50,512
Related party payables 201,348 127,160
Due to related parties 81,916 81,916
Sundary Creditors 146,895 146,895
Stock subscription payable 23,397 0
Unearned license fees 9,623 34,623
 -------------- --------------
Total Liabilities 503,242 441,106
 -------------- --------------

STOCKHOLDERS' EQUITY
Preferred stock $0.0001 par value, $ 0 $ 0
20,000,000 shares authorized, non issued and
outstanding

Common stock, $0.0001 par value, 100,000,000 $ 7,342 $ 6,992
 shares authorized, 73,418,137 shares issued
and outstanding

Additional paid-in capital $ 8,069,800 $ 8,000,150
Treasury stock -
 - par value (50,000 shares) $ ( 5) $ ( 5)
Accumulated deficit $ (8,569,776) $ (8,448,012)
Accumulated other comprehensive loss $ 0 $ 0
 -------------- --------------
Total Stockholders' Equity $ (492,639) $ (440,875)
 -------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ (10,603) $ 231
 ============== ==============

See accompanying notes to unaudited consolidated financial statements.

ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
AS OF DECEMBER 31, 2009
(UNAUDITED)

 Three Three Six Six
 months months months months
 ending ending ending ending
 Dec 31, 2009 Dec 31, 2008 Dec 31, 2009 Dec 31, 2008
REVENUE 0 0 0 0
License fees 12,500 12,500 25,000 25,000
Interest Received 0 0 0 0
Cost of Sales 0 0 0 0
 -------------- -------------- -------------- --------------
 -------------- -------------- -------------- --------------
Gross Profit 12,500 12,500 25,000 25,000
 -------------- -------------- -------------- --------------
EXPENSES:
Accounting and auditing 1,400 1,400 9,000 9,800
Banking 258 194 469 532
Consulting fees 0 0 20,000 0
Corporate administration 1,531 1,016 1,681 1,764
Corporate promotion 267 0 267 434
Directors fees 0 0 30,000 0
Engineering 0 0 10,000 0
Officers management fee 33,491 14,490 64,707 33,217
Office expenses, rent, utilities 1,247 486 1,743 1,062
Patent attorney 2,902 0 8,802 3,030
Travel 0 0 95 100
 --------------- --------------- --------------- ---------------
Total Expenses 41,096 17,586 146,764 49,939
 --------------- --------------- --------------- ---------------
Net Profit/(Loss) $ (28,596) $ (5,086) $ (121,764) $ (24,939)
 ============== ============== ============== ==============
Foreign Currency Translation $ 0 $ 0 $ 0 $ 0
Gain/(Loss), net-of-tax
 --------------- --------------- --------------- ---------------
Comprehensive Profit/(Loss) $ (28,596) $ (5,086) $ (121,764) $ (24,939)
 =============== =============== =============== ===============
Weighted average number of shares 73,418,137 59,143,654 72,251,470 58,833,654
outstanding during the period
 =============== =============== =============== ===============
Net Profit/(Loss) per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
and equivalents
 =============== =============== =============== ===============

See accompanying notes to unaudited consolidated financial statements.

ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
AS OF DECEMBER 31, 2009
(UNAUDITED)

 Six Six
 months months
 ending ending
 Dec 31, 2009 Dec 31, 2008
Cash flows from operating activities:
Net Profit/(Loss) (121,764) (24,939)
 -------------- --------------
Adj. To reconcile net loss to net cash provided by operating
activities:
 Depreciation 0 0
 Compensatory stock issuances - directors 30,000 0
 Compensatory stock issuances - consultants 30,000 0

Changes in operating assets and liabilities:
 (Increase)/decrease in:
 Other Receivables 0 0

 Increase/(decrease) in:
 Accounts payable and accrued expenses (10,450) 28,499
 Related party payables 74,189 0
 Loans and Advances 0 0
 Unearned license fees (25,000) (25,000)
 -------------- --------------
Total adjustments to reconcile net loss to cash provided by operating 98,739 3,499
activities:
 -------------- --------------
Net cash used in operating activities (23,025) (21,440)
 -------------- --------------
Net Cash flow from investing activities:
 -------------- --------------
Net cash provided by (used in) investing activities 0 0
 -------------- --------------
Cash flow from financing activities:
 Increase/(decrease) in amount due to related parties 0 (7,792)
 Equity for debt swap 0 0
 Proceeds from issuance of common stock, net 10,000 30,200
 Funds received pending issue of shares 23,397 0
 -------------- --------------
Net cash from financing activities 33,397 22,408
 -------------- --------------
Effect of exchange rate changes on cash 0 0
Net increase/(decrease) in cash 10,372 968
 -------------- --------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 231 640
 -------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 10,603 1,608
 ============== ==============

See accompanying notes to unaudited consolidated financial statements.

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying unaudited consolidated financial statements are the accounts of ASI Entertainment, Inc. ("the Company").

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles used in the United States and with the rules and regulations of the United States Securities and Exchange Commission for the interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations.

The functional currency of the company is the United States dollar. The unaudited consolidated financial statements are expressed in United States dollars. It is management's opinion that any material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair consolidated financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

For further information, refer to the consolidated financial statements and footnotes included in the Company's Form 10-K/A for the year ended June 30, 2009.

Per Share Data

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, No. 128, "Earnings per Share".

ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO BALANCE SHEET
AS OF DECEMBER 31, 2009
(UNAUDITED)

Note 2. Going Concern

The accompanying financial statements 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 had accumulated losses of approximately $8,569,776 at December 31, 2009 and will be required to make significant expenditure in connection with development of the SafeCell intellectual property and in seeking other investments along with general and administrative expenses. The Company's ability to continue its operations is dependant 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 provides the additional opportunity for the Company to continue as a going concern.

Note 3. Issuance of common stock

During the three month period ended December 31, 2009, the Company has not issued any shares of common stock.

NOTE 4. RESTATEMENT OF FINANCIAL STATEMENTS

The net loss for the three months ended December 31, 2009 was originally $41,096, while the restated loss is reported as $28,596, a decrease of $12,500 due to revenue from the amortization of deferred revenue. The net loss for the three months ended December 31, 2008 was originally $17,586, while the restated loss is reported as $5,086, a decrease of $12,500 due to revenue from the amortization of deferred revenue.

The net loss for the six months ended December 31, 2009 was originally $146,764, while the restated loss for the six months ended December 31, 2009 is reported as $121,764, a decrease of $25,000 due to revenue from amortization of deferred revenue. The net loss for the six months ended December 31, 2008 was originally $49,939, while the restated loss for the six months ended December 31, 2008 is reported as $24,939, a decrease of $25,000 due to revenue from amortization of deferred revenue.

The restatement of the June 30, 2009 balance sheet resulted in the decrease in total assets of $134,247, and an increase in unearned license fees of $34,623. On the December 31, 2009 balance sheet, the restatement resulted in the decrease in total assets of $134,247, and an increase in unearned license fees of $9,623.

PART 1: FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This quarterly report on form 10-Q/A 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.

The following discussion should be read in conjunction with the accompanying consolidated financial statements for the three-month period ended December 31, 2009 and the Form 10-K/A for the fiscal year ended June 30, 2009.

RESULTS AND PLAN OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2009 COMPARED TO THREE MONTHS ENDED DECEMBER
31, 2008

In the three month period ended December 31, 2009, the Company recorded revenue of $12,500 from license fees and a gross profit of $12,500. In the corresponding three month period ended December 31, 2008, the Company recorded revenue of $12,500 from license fees and a gross profit of $12,500.

The Company had a net loss of $28,596 in the three month period ended December 31, 2009 compared to a net loss of $5,086 in the three month period ended December 31, 2008. Expenses increased from $17,586 in the three months ended December 31, 2008 to $41,096 in the three months ended December 31, 2009 because of increased officers management fees .

There was no foreign currency translation gain or loss for the three months ended December 31, 2009 or for the three month period ended December 31, 2008. As a result, the Company recorded a comprehensive loss of $28,596 for the three month period ended December 31, 2009 compared to a comprehensive loss of $5,086 for the three month period ended December 31, 2008.

SIX MONTHS ENDED DECEMBER 31, 2009 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2008

In the six month period ended December 31, 2009, the Company recorded revenue of $25,000 from license fees and a gross profit of $25,000. In the corresponding six month period ended December 31, 2008, the Company recorded revenue of $25,000 from license fees and a gross profit of $25,000.

The Company had a net loss of $121,764 in the six month period ended December 31, 2009 compared to a net loss of $24,939 in the six month period ended December 31, 2008. Expenses increased from $49,939 in the six months ended December 31, 2008 to $146,764 in the six months ended December 31, 2009 because of consulting fees, directors fees, engineering costs and increased officers management fees .

There was no foreign currency translation gain or loss for the six months ended December 31, 2009 or for the six month period ended December 31, 2008. As a result, the Company recorded a comprehensive loss of $121,764 for the six month period ended December 31, 2009 compared to a comprehensive loss of $24,939 for the six month period ended December 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

The Company has used the proceeds from the sale of the securities and operating revenue for payment of operating costs to date. The Company's cash and cash equivalents increased from $231 at July 1, 2009, to $10,603 at December 31, 2009.

The Company incurred a net loss of $121,764 from operating activities for the period July 1, 2009 to December 31, 2009 primarily due to auditing fees, consulting fees, officers management fees, directors fees and engineering costs .

The Company reported revenue of $25,000 in the six months ending December 31, 2009 and $25,000 in the six month period ending December 31, 2008.

The cash flow of the Company from financing activities for the six months ending December 31, 2009 was mainly from the issuance of common stock, mostly as compensatory stock issues to directors and consultants.

The Company's plan for the SafeCell intellectual property will require funding for the completion of the patent application, then further funding for marketing to set up license and royalty agreements.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Our management, including the Company's Chief Executive Officer/Principal Financial Officer, and the Company's President, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined In Rule 13a- 15(e) and 15d-15e under the Securities Exchange Act of 1934 (the "Exchange Act") as of the end of the period covered by this Quarterly Report on Form 10-Q/A. Based upon that evaluation, our management concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in the reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in SEC's rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance however, that the effectiveness of the controls system are met and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud if any, within a company have been detected.

Management has determined that, as of December, 31, 2009, there were material weaknesses in both the design and effectiveness of our internal control over financial reporting. As a result, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2009. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The deficiencies in our internal controls over financial reporting and our disclosure controls and procedures are related to lack of appropriate experience and knowledge of U.S. GAAP and SEC reporting requirements of our management and a lack of segregation of duties due to the size of the company. The company plans to take steps to rectify these weaknesses in the future.

(b) Changes in internal controls.

The Company's management including the Chief Executive Officer/Principal Financial Officer, and President, evaluated whether any changes in our internal controls over financial reporting, occurred during the quarter ended December 31 2009. Based on that evaluation, our management concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the six months ended December 31, 2009, the Company issued 3,500,000 shares of common stock that were not registered under the Securities Act of 1933, as noted in "Note 3. Issuance of common stock" in the Financial Statements above. The offer, sale and issuance of these securities was made in reliance upon the exemption from the registration requirements of the Securities Act provided for by Section 4(2) thereof for transactions not involving a public offering. Appropriate legends have been affixed to the securities issued in these transactions. The purchasers of the securities had adequate access, through business or other relationships, to information about the Company. The funds received from the issue of securities will be used for working capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None

ITEM 5. OTHER INFORMATION
None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None

SIGNATURES

In accordance with the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ASI ENTERTAINMENT, INC.

SIGNATURE TITLE DATE

By: /s/
Richard Lukso Director 02/10/2010

By: /s/
Ronald J. Chapman Director 02/10/2010

By: /s/
Philip A. Shiels Director 02/10/2010

By: /s/
Graham O. Chappell Director 02/10/2010

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