SecProbe.io

April 20, 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 following
comments.  Where expanded or revised disclosu re is requested, you ma y comply with these
comments in future filings.  If you disagree, we  will consider your expl anation 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 underst and your disclosure.  Pl ease 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 2.   In your Form 10-KSB, you identify four major product lines: in-flight email service, in-flight internet  service, electronic f light logs, and package
tracking using radio frequency iden tification and GPS in concert.  You also state that revenue
is generated through the supply of equipment, sale of advertising space, and commissions
received from sent email and internet time purch ased during flight.   It appears that you have
not yet earned any revenue from most of the pr oducts and services described in the business
section of your Form 10-KSB.  Please revise your Business and MD  & A discussions and
your footnote disclosures to clear ly identify and describe those specific products and services
from which you have earned re venue during the periods for which incomes statements have
been presented.  Separately id entify and describe those revenue sources from which you hope
to earn revenue as your business develops.  Your current disclosu res are confusing.

ASI Enterta iment, Inc.
April 20, 2005
Page 2

2. As a related matter, given your activities to da te, it may not be appropriate to present line
items such as cost of sales and gross profit on the face of your income statement.  Instead, it
may be more appropriate to present operating expe nses as a group.  Please consider in future
filings.

3. Refer to our previous comments 2 and 4.  Our previous comments and your previous
responses have indicated that the G3CARS product is internally-developed software to be sold to external customers and, as such, is subj ect to the disclosure requirements of paragraph
11 of SFAS 86.   Your responses to our previous comments 2 a nd 4 indicate that there is no
amortization expense associated with this software  as these have been expensed as incurred.
Supplementally explain to us why you did not  capitalize costs incurre d from the time of
technological feasibility  to the time the product was place d into service.  Include in your
response the costs expensed during the above re ferenced period and the expected life of your
product.

4. Refer to our previous comment 5.  Please confirm to us that you will revise your disclosure to
indicate the policy on allowance for doubtful accounts as discussed in your most recent
response.

5. Refer to our previous comment 8.  Please re vise your revenue recognition policy note to
indicate your specific recognition policy for each product line as described in your Form 10-
KSB.  This note should include  the specific indicators you use to  determine when revenue is
recognizable.   For example, you should includ e a discussion of revenue recognition on the
sale of the equipment associated with the em ail and internet systems separately from the
discussion of your recognition policies associated with the ongoing services revenue.  Please
include a copy of your revise d note with your response.

6. Refer to our previous comment 9.  Please re vise your disclosure to include a detailed
description of the terms of the conversion of such amounts to equity.  Refer to paragraph 2 of
SFAS 57.

7. Refer to our previous comments 11, 12, and 13.  Please explain to us why the charges taken
are not considered impairment charges, and ho w, if the product is no t currently a revenue
producing product, the discounted cash flow anal ysis supports taking such a charge ratably
over a period as opposed to a single impairment event. Include in your response the basis in
GAAP for your conclusion. If you cannot prov ide a basis in GAAP for your conclusion,
please reevaluate your impairment an alysis as of the la test balance sheet date, supplementally
provide us with your conclusion including the value of the difference, and revise your
financial statements accordingly.

8. Refer to our previous comment  11.  We note from your response that you intend to sell the
equipment within the current fiscal year.  Plea se explain to us how you have considered the
classification of these assets as assets held for sale.  Incl ude in your res ponse how you have
reassessed impairment of these assets in light of your intent to sell and the expected sales
price.  Refer to the guidance in paragraph 30 of SFAS 144.

ASI Enterta iment, Inc.
April 20, 2005
Page 3

9. Refer to our previous comment 12.  Please revise your fixed asset disclosure to indicate the
details of how ACAMS functions and its purpose as described in your most recent response.
Include the current stage of FAA approval in your disclosure as  presented in your response.
Consider revising your MD & A to include a section related to product development and the
FAA certification progress.

10. Refer to our previous comment 15.  Please revi se your disclosure with in your stockholders’
equity note to fully and completely explai n the facts and circumstances surrounding the
issuance of units consisting of  common stock and stock options.  Include in this disclosure
the number of shares of common stock and the number of warrants included in each unit
issued, the purchase price for each unit, the market value of the common stock, the Black-
Scholes value of the warrants issued on an individual and aggr egate basis, and how you have
recorded this transaction in the financial statem ents.  Include a copy of  this draft disclosure
with your response.  We may have furt her comment on receipt of your response.

11. Refer to our previous comment 16.  Please revi se your disclosure with in your stockholders’
equity note to include the expl anations of the issuances incl uded in your response.  Please
also expand this explanation to include the expense associated with each issuance as well as the specific services provided.  For example, you should briefly describe the legal services
provided by Searchlight Securitie s.  Include a draft of your proposed disclosure with your
response.
* * * * * * * * * * *

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 furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides 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 fo r the accuracy and adequ acy 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 comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

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

‚ the company is responsible for the adequacy and accuracy of the disclo sure 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

ASI Enterta iment, Inc.
April 20, 2005
Page 4

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advi sed that the Division of Enforcement has access to all
information you provide to the staff of the Divisi on 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 Marger y Reich at 202-942-
1839 if you have questions regarding comments on the financial stat ements and related matters.
Please contact me at 202-942-1995 with any other questions.

        S i n c e r e l y ,

        David R. Humphrey
        B r a n c h  C h i e f