SecProbe.io

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						March 2, 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 your February 4, 2005 response letter and
have
the accounting following comments.  Please note legal comments on
the
above referenced amendment have been excluded from this letter.
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.  We also 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.

* * * * * * * * * * *
1. Refer to our previous comment 3.  We understand, from your
response, that the reduction of paid-in capital results from a
distribution of equity to your former parent, ASIT.  We agree that
a
distribution or dividend reduces equity.  However, stockholders`
equity should simply be presented at the reduced amount in
subsequent
filings.  Accordingly, we would expect you to display your paid-in
capital balance net of the distribution (or at $5,078,428 as of
June
30, 2004).  This gross presentation is unnecessary and the
reference
to a "discount on shares" is confusing to the reader.  Please
revise
accordingly in future filings.

2. Refer to our previous comment 4. It is unclear from your
response
how the sources of revenue identified align with the products and
services described in your Form 10-KSB.  Please supplementally
provide to us a breakout of revenue by product or service and a
brief
description of such product or service.  Please also provide a
similar table for corresponding cost of sales.  For instances
where
you believe there is no corresponding cost of sale, please explain
to
us how you are able to generate revenues at no cost.

3. Refer to our previous comment 6. To the extent that you have
performed research and development activities within the periods
presented on your income statement, please provide the disclosure
as
required by paragraph 13 of SFAS 2.

4. As a related matter, it appears that your software costs are
subject to the guidance in SFAS 86 and to the disclosure
requirements
set forth in paragraph 11 of the statement.  If true, please
provide
appropriate disclosure in future filings and add a related
accounting
policies footnote.

5. Your response to our previous comment 7 does not appear to
address
your policy related to recognition of an accounts receivable
allowance, but rather only addresses your policy on when such
accounts receivable will be written off if not collected.
Supplementally explain to us and revise your disclosure in future
filings to completely and clearly indicate how you assess the
collectibility of accounts receivable and when you set up an
allowance for losses on receivables that you feel may not be
collectible.

6. Refer to our previous comment 9.  Your response appears to
discuss
the cash flow from revenue collections, but not your actual
recognition policies.  Please revise and resubmit your response to
our previous comment 9 to fully and completely discuss your
revenue
recognition policies as they relate to each current and future
line
of business.

7. The response submitted to our previous comment 10 does not
appear
to address several of the questions raised.  Please revise and
resubmit your response fully and completely address each question
included in our previous comment 10.  Alternatively, please
explain
why an individual question does not apply or cannot yet be
determined.

8. Finally, describe when and how you recognized the revenues
reported in fiscal 2003 and fiscal 2004.

9. We note your response to our previous comment 11; however, the
change in wording indicated in your response would not eliminate
the
need for the requested change in disclosures.  As such,
supplementally provide us with a draft of the revised disclosure
that
will include all the information required by paragraph 2 of SFAS
57.

10. Refer to our previous comments 12.  Please list the major
asset
types and useful lives as it appears ACAMS is not the only
significant component.  Specifically, ACAMS comprised
approximately
$1 million of the cost basis at June 30, 2004 per your Note 4,
leaving approximately $400,000 of cost basis property and
equipment
unexplained.

11. As a related matter, it is unclear how you have assigned a
useful
life or a depreciation policy to technology that is aging and has
not
yet been placed into service.  Please clarify your statements in
your
response to our previous comment 12.

12. Your response to our previous comment 13 is incomplete.
Please
readdress this comment in you next response.

13. Refer to our previous comments 14 and 15.  As requested in our
previous comment 15, please describe the methodology applied in
testing for impairment, clarify the reasons why such factors as
technological change and airline industry economic downturns would
not be considered in your analysis, discuss your basis in GAAP for
routinely recording an impairment charge in an apparently
arbitrary
amount each period, and discuss the reasons why you believe the
system will have no value in two years. Please also explain to us
how
a properly executed impairment analysis on a $1 million cost basis
asset without cash flows would not indicate a need to impair such
asset.

14. With regard to your response to our previous comment 14,
please
note that the financial statements are the responsibility of
management.  As stated in the first paragraph of the accountant`s
report, his responsibility is to express an opinion on the
financial
statements based upon his audit.

15. Refer to our prior comment 16.  The facts and circumstances
surrounding the issuance of options to purchasers of common stock
are
unclear.  Supplementally explain to us why purchasers of common
stock
were willing to pay above-market values for common stock in
exchange
of additional option issuances.  Include in your response the
market
value of the common stock purchased, the purchase price paid, and
the
fair value (and valuation methodology) of the option grants.  Also
include the business purpose for this transaction and how you have
recorded the issuance of these options.  Additionally,
supplementally
tell us whether the purchasers were employees exercising
previously
granted stock options, and if the options were issued at the same
time the shares were repurchased.

16. We note your response to our previous comment 17, but feel
that
the level of detail provided is inadequate.  Please supplementally
provide us with a tabular break down of the compensatory stock
option
issuances by recipient.  This should include a detailed
explanation
of the goods and/or services received in exchange for these
issuances
as well as how this expense was computed and recorded in your
income
statement.

* * * * * * * * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 filing;

* staff comments or changes to disclosure in response to staff
comments 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.

      	You may contact Amy McGann at 202-942-2885 or Margery
Reich
at 202-942-1839 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
202-
942-1995 with any other questions.

								Sincerely,

								David R. Humphrey
								Branch Chief

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ASI Entertaiment, Inc.
March 2, 2004
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