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
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
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the quarterly period ended DECEMBER 31, 2010
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: 77,132,387
ASI ENTERTAINMENT, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2010
INDEX
PART I. FINANCIAL INFORMATION.................................................2
ITEM 1. Financial Statements..................................................2
PART 1: FINANCIAL INFORMATION.................................................9
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.................................................................9
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk...........10
ITEM 4. Controls and Procedures..............................................11
PART II. OTHER INFORMATION...................................................12
ITEM 1. Legal Proceedings....................................................12
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds..........12
ITEM 3. Defaults upon Senior Securities......................................12
ITEM 4. Submission of Matters to a Vote of Security Holders..................12
ITEM 5. Other Information....................................................12
ITEM 6. Exhibits and Reports on Form 8-K.....................................12
SIGNATURES...................................................................13
CERTIFICATIONS...............................................................14
- 1 -
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ASI ENTERTAINMENT, INC.
BALANCE SHEETS
ASSETS December 31, 2010 June 30, 2010
(UNAUDITED) (AUDITED)
-------------- --------------
CURRENT ASSETS
Cash and cash equivalents $ 73 $ 5,508
-------------- --------------
Total current assets 73 5,508
-------------- --------------
TOTAL ASSETS $ 73 $ 5,508
============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 173,996 $ 167,017
Related party payables -
- officers 269,235 252,723
Due to related parties 81,916 81,916
-------------- --------------
Total current liabilities 525,147 501,656
-------------- --------------
Total liabilities 525,147 501,656
============== ==============
STOCKHOLDERS' DEFICIT
Preferred stock $0.0001 par value, - -
20,000,000 shares authorized, non issued
and outstanding
Common stock, $0.0001 par value, 7,713 7,683
100,000,000 shares authorized, 77,132,387
and 76,832,387 shares issued and
outstanding, respectively
Additional paid-in capital 8,141,215 8,137,744
Treasury stock -
- par value (50,000 shares) (5) (5)
Accumulated deficit (8,673,997) (8,641,570)
-------------- --------------
Total stockholders' deficit (525,074) (496,148)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 73 $ 5,508
============== ==============
See accompanying notes to unaudited financial statements.
- 2 -
ASI ENTERTAINMENT, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Three Six Six
months months months months
ending ending ending ending
Dec 31, 2010 Dec 31, 2009 Dec 31, 2010 Dec 31, 2009
-------------- -------------- -------------- --------------
REVENUE:
License fees $ - $ 12,500 $ - $ 25,000
-------------- -------------- -------------- --------------
Gross profit - 12,500 - 25,000
-------------- -------------- -------------- --------------
EXPENSES:
Accounting and auditing 2,094 1,400 10,494 9,000
Banking 344 258 762 469
Consulting fees 1,600 - 3,500 20,000
Corporate administration 1,229 1,531 1,509 1,681
Corporate promotion 875 267 1,729 267
Directors fees - - - 30,000
Engineering - - - 10,000
Officers management fee 6,098 33,491 12,098 64,707
Office expenses, rent, utilities 603 1,247 1,022 1,743
Patent attorney - 2,902 1,313 8,802
Travel - - - 95
--------------- --------------- --------------- ---------------
Total expenses 12,843 41,096 32,427 146,764
--------------- --------------- --------------- ---------------
Net loss $ (12,843) $ (28,596) $ (32,427) $ (121,764)
============== ============== ============== ==============
Weighted average number of shares 76,954,609 73,418,137 76,916,831 72,251,470
outstanding during the period
(basic)
=============== =============== =============== ===============
Net Loss per share (basic) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=============== =============== =============== ===============
See accompanying notes to unaudited financial statements.
- 3 -
ASI ENTERTAINMENT, INC.
STATEMENTS OF CASH FLOWS
AS OF DECEMBER 31, 2010
(UNAUDITED)
Six Six
months months
ending ending
Dec 31, 2010 Dec 31, 2009
Cash flows from operating activities:
Net loss $ (32,427) $ (121,764)
-------------- --------------
Adjustments to reconcile net loss to net cash provided by operating
activities:
Compensatory stock issuances - directors - 30,000
Compensatory stock issuances - consultants 3,500 30,000
Changes in operating assets and liabilities:
Increase/(decrease) in:
Accounts payable and accrued expenses 6,980 (10,450)
Unearned license fees - (25,000)
-------------- --------------
Net cash used in operating activities (21,947) (97,214)
-------------- --------------
Cash flow from financing activities:
Increase (decrease) in related party payables 16,512 74,189
Proceeds from issuance of common stock, net - 10,000
Funds received pending issue of shares - 23,397
-------------- --------------
Net cash provided by financing activities 16,512 107,586
-------------- --------------
Net increase/(decrease) in cash (5,435) 10,372
-------------- --------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,508 231
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 73 $ 10,603
============== ==============
See accompanying notes to unaudited financial statements.
- 4 -
ASI ENTERTAINMENT, INC.
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2010
(UNAUDITED)
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited 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 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 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 financial statements and footnotes
included in the Company's Form 10-K for the year ended June 30, 2010.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.
Such estimates and assumptions impact, among others, the valuation allowance
for deferred tax assets, due to continuing and expected future losses, and
share-based payments.
Making estimates requires management to exercise significant judgment. It is at
least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial
statements, which management considered in formulating its estimate could
change in the near term due to one or more future confirming events.
Accordingly, the actual results could differ significantly from estimates.
- 5 -
ASI ENTERTAINMENT, INC.
NOTES TO FINANCIAL STATEMENT
AS OF DECEMBER 31, 2010
(UNAUDITED)
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, ASC Topic 260, "Earnings per Share". Basic earnings per
common share ("EPS") calculations are determined by dividing net income by the
weighted average number of shares of common stock outstanding during the year.
Diluted earnings per common share calculations are determined by dividing net
income by the weighted average number of common shares and dilutive common
share equivalents outstanding. During periods when common stock equivalents, if
any, are anti-dilutive they are not considered in the computation.
Cash and cash equivalents:
For purposes of the statement of cash flows, the Company considers highly
liquid financial instruments purchased with a maturity of three months or less
to be cash equivalents.
Income taxes
The Company accounts for its income taxes in accordance with FASB ASC Topic
740-10, "Income Taxes", which requires recognition of deferred tax assets and
liabilities for future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and tax credit carry-forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes
the enactment date.
Fair value of financial instruments:
The carrying value of cash equivalents and accounts payable and accrued
expenses approximates fair value due to the short period of time to maturity.
Revenue Recognition
The Company recognizes revenue on an accrual basis. Revenue is generally
realized or realizable and earned when all of the following criteria are met:
1) persuasive evidence of an arrangement exists between the Company and our
customer(s); 2) services have been rendered; 3) our price to our customer is
fixed or determinable; and 4) collectability is reasonably assured.
- 6 -
ASI ENTERTAINMENT, INC.
NOTES TO FINANCIAL STATEMENT
AS OF DECEMBER 31, 2010
(UNAUDITED)
Recent pronouncements
In January 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and
Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.
This is effective for interim and annual reporting periods beginning after
December 15, 2009, except for the disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3 fair
value measurements. Those disclosures are effective for fiscal years beginning
after December 15, 2010, and for interim periods within those fiscal years.
Early adoption is permitted. The Company does not expect the provisions of ASU
2010-06 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In April 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-17 (ASU 2010-17), Revenue Recognition-
Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The
amendments in this Update are effective on a prospective basis for milestones
achieved in fiscal years, and interim periods within those years, beginning on
or after June 15, 2010. Early adoption is permitted. If a vendor elects early
adoption and the period of adoption is not the beginning of the entity's fiscal
year, the entity should apply the amendments retrospectively from the beginning
of the year of adoption. The Company does not expect the provisions of ASU
2010-17 to have a material effect on the financial position, results of
operations or cash flows of the Company.
- 7 -
ASI ENTERTAINMENT, INC.
NOTES TO FINANCIAL STATEMENT
AS OF DECEMBER 31, 2010
(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 $8,673,997 at December 31, 2010 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. However, there is no assurance
of additional funding being available or on acceptable terms, if at all. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
Note 3. Issuance of common stock
On December 20, 2010, the Company issued 200,000 shares of common stock valued
at $1,600 to a consultant for services rendered.
- 8 -
PART 1: FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This quarterly report on form 10-Q 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
financial statements for the three-month period ended December 31, 2010 and the
Form 10-K for the fiscal year ended June 30, 2010.
RESULTS AND PLAN OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2010 COMPARED TO THREE MONTHS ENDED DECEMBER
31, 2009
In the three month period ended December 31, 2010, the Company recorded revenue
of nil from license fees and a gross profit of nil. In the corresponding three
month period ended December 31, 2009, the Company recorded revenue of $12,500
from license fees and a gross profit of $12,500.
The Company had a net loss of $12,843 in the three month period ended December
31, 2010 compared to a net loss of $28,596 in the three month period ended
December 31, 2009. Expenses decreased from $41,096 in the three months ended
December 31, 2009 to $12,843 in the three months ended December 31, 2010
because of decreased officers management fees and patent attorney fees.
- 9 -
SIX MONTHS ENDED DECEMBER 31, 2010 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2009
In the six month period ended December 31, 2010, the Company recorded revenue
of nil from license fees and a gross profit of nil. In the corresponding six
month period ended December 31, 2009, the Company recorded revenue of $25,000
from license fees and a gross profit of $25,000.
The Company had a net loss of $32,427 in the six month period ended December
31, 2010 compared to a net loss of $121,764 in the six month period ended
December 31, 2009. Expenses decreased from $146,764 in the six months ended
December 31, 2009 to $32,427 in the six months ended December 31, 2010 because
of decreased consulting fees, directors fees, engineering costs and officers
management fees.
LIQUIDITY AND CAPITAL RESOURCES
The cash and cash equivalents balance decreased $5,435 during the six month
period ended December 31, 2010 from $5,508 at July 1, 2010 to $73 at December
31, 2010.
The Company reported revenue of nil in the six months ending December 31, 2010
and $25,000 in the six month period ending December 31, 2009. The Company
incurred a net loss of $32,427 from operating activities for the period July 1,
2010 to December 31, 2010 primarily due to auditing fees, patent attorney fees
and officers management fees. Cash used in operating activities reduced to
$21,947 as a result of compensatory stock issuances to consultants and
increased accounts payable.
The cash flow of the Company from financing activities for the six months
ending December 31, 2010 was due to increased related party payables of
$16,512.
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
- 10 -
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. 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, 2010, 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,
2010. 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, 2010. 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, 2010 that has materially affected, or is reasonably
likely to materially affect, the Company's internal controls over financial
reporting.
- 11 -
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 December 31, 2010, the Company issued 200,000
shares of common stock valued at $1,600 to a consultant for services rendered,
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.
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 November 5, 2010 reporting:
(1) The Board of Directors of ASI Entertainment received notice that the
Company's independent auditor had resigned; and that the Board had
approved the appointment of a new independent auditor for the company.
- 12 -
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 02/10/2011
By: /s/
Ronald J. Chapman Director 02/10/2011
By: /s/
Philip A. Shiels Director 02/10/2011
By: /s/
Graham O. Chappell Director 02/10/2011
- 13 -
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 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.
- 14 -
Date: February 10, 2011
/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 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: February 10, 2011
/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 for the period ending December 31,
2010, 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
February 10, 2011
[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 for the period ending December 31,
2010, 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
February 10, 2011
[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.]
