SecProbe.io

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						January 26, 2005

Via US Mail and Facsimile

Philip A. Shiels
Chief Financial Officer
ASI Entertainment, Inc.
1/12, Candlebark Court
Research, Victoria 3095 Australia

Re:	ASI Entertainment
	Form 10-KSB for the year ended June 30, 2004
	Commission File Number:  0-27881

Dear Mr. Shiels,

We have reviewed the above referenced filing and have the
following
comments.  We have limited our review to the financial statements
and
related disclosures included within these documents.  Understand
that
the purpose of our review process is to assist you in your
compliance
with the applicable disclosure requirements and to enhance the
overall disclosure in your filings.

Where expanded or revised disclosure is requested, you may comply
with these comments in future filings.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary.  In some of our comments, we may ask
you
to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.

We look forward to working with you in these respects and welcome
any
questions you may have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *
General

1. Please explain to us why you filed amended Forms 10-KSB and 10-
QSB
for the year ended June 30, 2003 and second quarter ended December
31, 2003, respectively, as it is not evident from those filings.
Please note that an explanatory paragraph should be included when
filing amended forms.

Financial Statements

Statement of Operations, page F-3

2. It appears that you have elected to present a Statement of
Income
and Comprehensive Income, as contemplated by Format A, Appendix B
of
SFAS 130.  In future filings, if applicable, please title it as
such,
here and in the accountant`s report.  Clarify how the tax effects
of
other comprehensive income have been considered in your
presentation
as well.

Statement of Stockholders` Equity, page F-4

3. Supplementally explain the nature and computation of the "Paid
In
Capital - Discount on Shares" balance.  Discounts on shares
normally
arise from sales of common stock below par.  In view of the par
value
assigned to your shares, this balance appears very significant.
Further, the purchasers of stock sold below par may be
contingently
liable to creditors upon dissolution of the company.  Please
advise,
supplementally and in detail.  We may have additional comments
upon
review of your response.

4. Supplementally quantify and describe the individually
significant
sources of your revenue in fiscal 2003 and 2004.  In addition,
please
quantify and describe the major components of cost of sales in
each
of these periods.

Note 1. Organization, Operations, and Summary of Significant
Policies

Basis of Presentation, page F-7

5. Refer to your discussion of Ronald Chapman on page 12.  You
state
that ASI Media Pty. Ltd. is a subsidiary of the company.  If true,
supplementally and in future filings, please clarify how it has
been
presented in the consolidated financial statements.  If it has not
been consolidated, please explain why.

Other

6. It appears from the narrative on page 5 that you have engaged
in
research and development activities.  If our understanding is
correct, please provide appropriate disclosures in future filings
as
required by paragraph 13 of SFAS 2.  As a related matter,
consideration should be given to disclosing your accounting
policies
for research and development costs and for software revenues and
costs.  We note, from page 2, that you consider software to be the
core of your intellectual property.

Accounts Receivable, page F-7
7. Please supplementally explain to us and revise your accounts
receivable policy to indicate how you determine your allowance for
doubtful accounts.

Net Income (Loss) Per Share, page F-8
8. Please revise this note to indicate how many shares were
excluded
from the calculation of diluted earnings per share as their effect
would be anti-dilutive.  Refer to the guidance in paragraph 40(c)
of
SFAS 128.

Revenue Recognition, page F-9
9. We note that you will have several different ways of earning
revenues, including selling email, internet, and electronic flight
log services under supply and license agreements with airlines,
revenue sharing on usage of such systems by airline customers,
sales
of equipment, sales of advertising space, the sale of RFID tags,
possibly combined with the sale of management services of shipping
loss prevention programs.  Supplementally provide to us and revise
your disclosure to include your revenue recognition policies
related
to each of these current and future lines of business.

10. Refer to your discussion of sales and pricing on page 5.  We
see
that you sell the Email and Internet systems under supply and
license
agreements.  You receive payment plus a share of the revenue
generated.  You supply equipment on either a sale basis or at a
discounted price in exchange for a larger revenue share.  Please
supplementally describe these arrangements in greater detail.
When
you supply the equipment at a discounted price, does the customer
take title to the equipment?  Does the equipment have any value to
the customer on a standalone basis?  That is, could he utilize
another vendor to provide the ongoing services?  If you supply the
equipment to a customer at a discounted price, does the ongoing
service agreement include any minimum purchase or use requirement?
If
not, how do you insure that you will be fully paid for the
equipment
supplied?  How do you recognize revenue in connection with these
arrangements?  Do you consider the arrangements to consist of more
than one unit of accounting under EITF 00-21?  Provide support for
your conclusion.  We may have further comments upon review of your
response.

Note 2. Related Party Transactions, page F-12

11. We note that the expenses paid by related parties on behalf of
the Company constitute 76% of total liabilities.  In your
response,
please provide us with and revise your disclosure to include all
the
information required by paragraph 2 of SFAS 57.

Note 4. Property and Equipment, page F-13

12. Please revise your note disclosure either here or in Note 1 to
include the estimated useful lives of the items comprising
property
and equipment.  In this regard, please identify the individually
significant components of this balance.

13. Please supplementally tell us more about the ACAMS hardware
platform equipment.  When did you acquire it and has it been
depreciated since that date?  When do you intend to place it in
service and exactly how will it function in connection with the
individual programs you describe in the business section of the
filing.  It appears that you have installed the system on certain
Boeings from the narrative on page 4.  Please explain.

14. When did you first conclude that it would be appropriate to
write
down the equipment by 20% each year and why?  How did you
determine
that percentage?

15. You indicate that you tested this equipment for impairment at
the
end of fiscal 2003 and 2004.  What was your basis in GAAP for
performing testing at each of these dates and at the interim
balance
sheet dates as well, if applicable.  Please describe the
methodology
you applied in testing for impairment.  Clarify the reasons why
such
factors as technological change and airline industry economic
downturns could not be considered in your analysis. Was your
estimate
in the form of a range that considers the probability of the
possible
outcomes?  Assuming you determined from your testing that no
impairment charge was required, what was your basis in GAAP for
routinely recording an impairment charge in an apparently
arbitrary
amount each period?  Do you anticipate that the system will have
no
value in two years?  Was this a consideration when you prepared
your
most recent cash flow analysis?  Please advise.  We may have
further
comments upon review of your response.

Note 5. Stockholders` Equity, page F-14

16. Supplementally explain the facts and circumstances surrounding
the issuance of options in connection with sales of common stock,
as
disclosed on page F-14.  Were the recipients significant
shareholders
of the company prior to these stock purchases?  Quantify the
dollar
impact of these options.

17. We note the significant value of the compensatory stock
issuances
in fiscal 2003 and 2004.  Please quantify and describe the
individually significant components of this balance.  That is, to
whom were the shares of stock issued and why?  Please be specific
in
your response.  That is, if the shares were issued for consulting,
or
for professional fees, please describe the nature of the services
performed.

* * * * * * * * * * * * * * * * * * * * * * *

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please file your response to our comments via EDGAR within ten
business days from the date of this letter.  Please understand
that
we may have additional comments after reviewing your response.
You
may contact Amy Geddes at 202-942-2885 or Margery Reich at 202-
942-
1839 if you have questions or me at 202-942-1995 with any concerns
as
I supervised the review of your filing.

								Sincerely,

								David R. Humphrey
								Branch Chief

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ASI Entertainment, Inc.
January 26, 2005
Page 1

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