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 SEPTEMBER 30, 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 three months ended September 30, 2009 as filed with the Securities and
Exchange Commission on November 19, 2009 (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.
* Amended 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 SEPTEMBER 30, 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...............................................8
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
- 1 -
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2009
September 30, June 30, 2009
2009 (AUDITED)
(UNAUDITED) (RESTATED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents 4,121 231
-------------- --------------
Total Current Assets 4,121 231
-------------- --------------
-------------- --------------
TOTAL ASSETS 4,121 231
============== ==============
LIABILITIES AND SHARHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses 38,240 50,512
Related party payables 178,989 127,160
Due to related parties 81,916 81,916
Advances 146,895 146,895
Unearned license fees 22,124 34,623
-------------- --------------
Total Liabilities 468,164 441,106
-------------- --------------
STOCKHOLDERS' EQUITY
Preferred stock $0.0001 par value, 20,000,000 $ 0 $ 0
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 $ (8,541,180) $ (8,448,012)
Accumulated other comprehensive loss $ 0 $ 0
-------------- --------------
Total Stockholders' Equity $ (464,043) $ (440,875)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,121 $ 231
============== ==============
See accompanying notes to unaudited consolidated financial statements.
- 2 -
ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
AS OF SEPTEMBER 30, 2009
(UNAUDITED)
Three Three
months months
ending ending
Sep 30, 2009 Sep 30, 2008
REVENUE 0 0
License fees 12,500 12,500
Interest Received 0 0
Cost of Sales 0 0
-------------- --------------
-------------- --------------
Gross Profit 12,500 12,500
-------------- --------------
EXPENSES:
Accounting and auditing 7,600 8,400
Banking 211 338
Consulting fees 20,000 0
Corporate administration 150 748
Corporate promotion 0 434
Engineering 10,000 0
Directors fees 30,000 0
Officer's Management fee 31,216 18,727
Office expenses, rent, utilities 496 576
Patent attorney 5,900 3,030
Travel 95 100
--------------- ---------------
Total Expenses 105,668 32,353
--------------- ---------------
Net Profit/(Loss) $ (93,168) $ (19,853)
============== ==============
Foreign Currency Translation $ 0 $ 0
Gain/(Loss), net-of-tax
--------------- ---------------
Comprehensive Profit/(Loss) $ (93,168) $ (19,853)
=============== ===============
Weighted average number of shares 71,418,137 58,388,654
outstanding during the period
=============== ===============
Net Profit/(Loss) per common share $ (0.00) $ (0.00)
and equivalents
=============== ===============
See accompanying notes to unaudited consolidated financial statements.
- 3 -
ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
AS OF SEPTEMBER 30, 2009
(UNAUDITED)
Three Three
months months
ending ending
Sep 30, 2009 Sep 30, 2008
Cash flows from operating activities:
Net Profit/(Loss) (93,168) (19,853)
-------------- --------------
Adj. To reconcile net loss to net cash provided by operating
activities:
Compensatory stock issuances - directors 30,000 0
Compensatory stock issuances - consultants 30,000 0
Changes in operating assets and liabilities:
Increase/(decrease) in:
Accounts payable and accrued expenses (12,272) 2,252
Related party payables 51,830 20,585
Unearned licencs fees (12,500) (12,500)
-------------- --------------
Total adjustments to reconcile net loss to cash provided by operating 87,058 10,337
activities:
-------------- --------------
Net cash used in operating activities (6,110) (9,516)
-------------- --------------
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 3,678
Equity for debt swap 0 0
Proceeds from issuance of common stock, net 10,000 7,000
-------------- --------------
Net cash from financing activities 10,000 10,678
-------------- --------------
Effect of exchange rate changes on cash 0 0
Net increase/(decrease) in cash 3,890 1,162
-------------- --------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 231 640
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 4,121 1,802
============== ==============
See accompanying notes to unaudited consolidated financial statements.
- 4 -
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".
- 5 -
ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO BALANCE SHEET
AS OF SEPTEMBER 30, 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 8,541,180 at September 30, 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 September 30, 2009, the Company issued
3,500,000 shares of common stock and as a result has taken up Common Stock of
$350 and Additional Paid-In Capital of $69,650.
NOTE 4. RESTATEMENT OF FINANCIAL STATEMENTS
The net loss for the three months ended September 30, 2009 was originally
$105,668, while the restated loss is reported as $93,168, a decrease of $12,500
due to revenue from the amortization of deferred revenue. The net loss for the
three months ended September 30, 2008 was originally $32,353, while the
restated loss for the three months ended September 30, 2008 is reported as
$19,853, a decrease of $12,500 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 September 30, 2009 balance sheet, the restatement resulted in the
decrease in total assets of $134,247, and an increase in unearned license fees
of $22,124. Accounts payable and accrued expenses and related party payables in
the September 30, 2009 balance sheet have been amended from $58,240 and
$158,989 respectively to $38,240 and $178,989 respectively.
- 6 -
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 September
30, 2009 and the Form 10-K/A for the fiscal year ended June 30, 2009.
RESULTS AND PLAN OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2008
In the three month period ended September 30, 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 September 30, 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 $93,168 in the three month period ended
September 30, 2009 compared to a net loss of $19,853 in the three month
period ended September 30, 2008. Expenses increased from $32,353 in the three
months ended September 30, 2008 to $105,668 in the three months ended September
30, 2009 because of consulting fees, directors fees, engineering costs and
officers management fees .
There was no foreign currency translation gain or loss for the three months
ended September 30, 2009 or for the three month period ended September 30,
2008. As a result, the Company recorded a comprehensive loss of $93,168
for the three month period ended September 30, 2009 compared to a comprehensive
loss of $19,853 for the three month period ended September 30, 2008.
- 7 -
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 $4,121 at September 30,
2009.
The Company incurred a net loss of $93,168 from operating activities for
the period July 1, 2009 to September 30, 2009 primarily due to consulting fees,
officers management fees, directors fees and engineering costs .
The Company received revenue of $12,500 in the three months ending
September 30, 2008 and $12,500 in the three month period ending September 30,
2009.
The cash flow of the Company from financing activities for the three months
ending September 30, 2009 was mainly from the issuance of common stock.
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 September, 30, 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 September 30,
- 8 -
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 September
30 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 September 30, 2009 that has materially affected, or is reasonably
likely to materially affect, the Company's internal controls over financial
reporting.
- 9 -
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended September 30, 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
(a) The following report on Form 8-K was filed during the last quarter:
(1) 8-K filed September 25, 2009 reporting:
(1) Mr Philip Shiels has assumed the role of Chief Executive Officer of
the Company as well as continuing in his current role as Chief Financial
Officer;
Mr. Ron Chapman remains as a director and President of the Company.
- 10 -
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 11/18/2009
By: /s/
Ronald J. Chapman Director 11/18/2009
By: /s/
Philip A. Shiels Director 11/18/2009
By: /s/
Graham O. Chappell Director 11/18/2009
- 11 -
CERTIFICATIONS
EX-31.1 CERTIFICATIONS OF CEO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, Philip A. Shiels, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A 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 is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;
b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) 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
d) 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):
- 12 -
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: July 13, 2010
/s/ Philip A. Shiels
Philip A. Shiels
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 quarterly report on Form 10-Q/A 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 is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;
b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) 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
d) 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: July 13, 2010
/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 Quarterly Report of ASI Entertainment, Inc., a Delaware
corporation (the "Company"), on Form 10-Q/A for the period ending September 30,
2009, as filed with the Securities and Exchange Commission (the "Report"),
Philip A. Shiels, Chief Executive Officer of the Company does hereby certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350), that to his knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
/s/ Philip A. Shiels
Philip A. Shiels
Chief Executive Officer
July 13, 2010
[A signed original of this written statement required by Section 906 has been
provided to ASI Entertainment, Inc. and will be retained by ASI Entertainment,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.]
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of ASI Entertainment, Inc., a Delaware
corporation (the "Company"), on Form 10-Q/A for the period ending September 30,
2009, as filed with the Securities and Exchange Commission (the "Report"),
Philip A. Shiels, Chief Financial Officer of the Company does hereby certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350), that to his knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
/s/ Philip A. Shiels
Philip A. Shiels
Chief Financial Officer
July 13, 2010
[A signed original of this written statement required by Section 906 has been
provided to ASI Entertainment, Inc. and will be retained by ASI Entertainment,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.]
