ASI ENTERTAINMENT INC
SB-2/A, 1999-07-12
AIRCRAFT PARTS & AUXILIARY EQUIPMENT, NEC
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As filed with the Securities and Exchange Commission on July 12, 1999

                                              Registration No. 333-61259
====================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                 AMENDMENT #4 TO
                                    FORM SB-2
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                             ASI ENTERTAINMENT, INC.
                        ---------------------------------
             (Exact Name of registrant as specified in its charter)


  Delaware                       52-2101695                       3728
- -----------------               ---------------------     ---------------
(State or other jurisdiction    (I.R.S. Employer         (Primary Standard
of incorporation or             Identification Number)   Industrial
organization                                             Classification Code)

                   Ronald J.  Chapman, President
                    Suite 3, 1601 Main Road
              Research, Victoria, 3095 Australia
                        613 9 437 1233
      (Address, including zip code, and telephone number,
         including area code, of registrant's principal
                      executive offices)

                         Richard Mason
                   15200 East Girard Avenue
                          Suite 3000
                    Aurora, Colorado 80014
            Tel:  303/627-4480   Fax: 303/627-4783
         (Name, address, including zip code, and telephone number,
          including area code, of agent for service)

    Copies to:   Cassidy & Associates, 1504 R Street, N.W.
             Washington, D.C. 20009, 202/387-5400

Approximate date of commencement of proposed sale to the public:
         As soon as practicable after the effective date of
                          this Registration Statement.

         If any of the securities being registered on this
         Form are to be offered on a delayed or continuous
         basis pursuant to Rule 415 under the Securities Act
         of 1933, check the following box.  / X /

         If this Form is filed to register additional
         securities for an offering pursuant to Rule 462(b)
         under the Securities Act, please check the following
         box and list the Securities Act registration
         statement number of the earlier effective
         registration statement for the same offering.   /  /

         If this Form is a post-effective amendment filed
         pursuant to Rule 462(c) under the Securities Act,
         check the following box and list the Securities Act
         registration statement number of the earlier
         registration statement for the same offering.  /  /

         If delivery of the prospectus is expected to be made
         pursuant to Rule 434, please check the following
         box.  / /




                         CALCULATION OF REGISTRATION FEE

<TABLE>
Title of Each               Amount to be       Proposed           Proposed        Amount of
Class of                    Registered         Maximum            Maximum         Registration
Securities to                                  Offering           Aggregate       Fee (1)(2)
be Registered                                  Price Per Share    Offering Price
<S>                         <C>                <C>                <C>             <C>

Common Stock held
by Selling Security         3,516,825          $.0306(1)          $107,615        $32
Holders

Common Stock Options
held by Selling             2,327,161          $0.50(1)           $1,163,580      $349
Security Holders

Shares of Common Stock
underlying Options          2,327,161                --                  --          --

TOTAL                                                             $1,271,195      $381(3)

</TABLE>

        (1)     There is no current market for the securities
                and the dollar amount of the shares to be
                registered is de minimis based upon the
                estimated per share of Common Stock book
                value ($.0306).
        (2)     Estimated solely for the purpose of
                calculating the registration fee based on
                Rule 457(f)(2).
        (3)     $871 previously paid by electronic transfer.





       PROSPECTUS

                           ASI ENTERTAINMENT, INC.

      3,516,825 shares of Common Stock to be sold by the Holders thereof
       2,327,161 Options and 2,327,161 shares of Common Stock
                    underlying such Options

               The Registration Statement of which this
       Prospectus is a part relates to the offer and sale of
       certain securities of ASI Entertainment, Inc., a
       recently created Delaware Corporation (the "Company")
       by the 36 holders thereof (the "Selling
       Securityholders") including (i) 3,516,825 shares (the
       "Shares") of the Company's common stock, par value
       $.0001 per share (the "Common Stock")(ii) 2,327,161
       transferable Options (the "Options") and (iii)
       2,327,161 shares of Common Stock issuable upon
       exercise of the Options (the "Option Shares").  The
       Shares, Options and Option Shares are hereinafter
       collectively referred to as the "Securities".  All
       costs incurred in the registration of the Securities
       are being borne by the Company.

               The Company, a development stage Delaware
       corporation, was formed on April 29, 1998.  The
       Company acquired all the outstanding stock of ASI
       Entertainment Pty. Ltd., an existing Australian
       corporation, in exchange for shares of Common Stock of
       the Company.  The Company has three wholly owned
       subsidiaries, ASI Entertainment Pty. Ltd. (Australia),
       ASI Media Pty. Ltd. (an Australian subsidiary of ASI
       Entertainment Pty. Ltd.) and ASI Technologies, Inc., a
       newly created Delaware company.  See "THE COMPANY."
       (Unless otherwise indicated, ASI Entertainment,
       Inc.and its subsidiaries are hereinafter collectively
       referred to as the "Company.")

               The Company offers to commercial airlines an
       integrated data communication and in-flight digital
       video entertainment system (the "ASI-9000 Program")
       which provides system integration, airline
       efficiencies, crew and passenger communications,
       passenger information and entertainment, and value
       added services tailored to its respective airline
       customers' requests.  The Company anticipates
       receiving revenue from the sale of the advertising
       space available in the video and audio programs as
       well as other advertising areas.  Since July, 1997,
       the Company has installed the ASI-9000 Program on nine
       aircraft operated by Air Europa, a Spanish airline,
       but has yet to receive significant revenues from
       advertisers or sponsors.  See "BUSINESS".

               The Company has limited operations, revenue
       and capital.   Prior to the Company's offering of the
       Securities described herein, there has been no public
       market for the Common Stock or Options of the Company
       and there are no assurances  that a public market will
       develop following completion of this Offering or that,
       if any such market does develop, it will be sustained.

               The Options may be transferred immediately
       upon the date that the registration statement of which
       this Prospectus is a part (the "Registration
       Statement") becomes or is declared effective by the
       Securities and Exchange Commission (the "Effective
       Date").  Each Option allows the holder thereof to
       purchase one share of Common Stock at an exercise
       price of $0.50 until June 30, 2000.

               The Securities will become tradeable on the
       Effective Date of this Prospectus.  Sales of the
       Securities being offered by Selling Securityholders,
       or even the potential of such sales, may likely have
       an adverse effect on the market prices of the
       securities of the Company.  The Selling
       Securityholders will receive the proceeds from the
       sale of the Securities being offered by them.  The
       Company will not receive any of the proceeds from such
       sales.  The Selling Securityholders, directly or
       through agents, dealers or representatives to be
       designated from time to time, may sell their
       Securities on terms to be determined at the time of
       sale.  See "PLAN OF DISTRIBUTION."  The Selling
       Securityholders reserve the sole right to accept or
       reject, in whole or in part, any proposed purchase of
       the Securities being offered by them.

       THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.  SEE
       "RISK FACTORS" CONTAINED IN THIS PROSPECTUS BEGINNING
       ON PAGE 7.

               THESE SECURITIES HAVE NOT BEEN APPROVED OR
       DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
       OR ANY STATE SECURITIES COMMISSION NOR HAS THE
       SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
       SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
       ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
       THE CONTRARY IS A CRIMINAL OFFENSE.

               FOLLOWING THE COMPLETION OF THIS OFFERING,
       CERTAIN BROKER-DEALERS MAY BE THE PRINCIPAL MARKET
       MAKERS FOR THE SECURITIES OFFERED HEREBY.  UNDER THESE
       CIRCUMSTANCES, THE MARKET BID AND ASKED PRICES FOR THE
       SECURITIES MAY BE SIGNIFICANTLY INFLUENCED BY
       DECISIONS OF THE MARKET MAKERS TO BUY OR SELL THE
       SECURITIES FOR THEIR OWN ACCOUNT.  NO ASSURANCE CAN BE
       GIVEN THAT ANY  MARKET MAKING ACTIVITIES OF THE MARKET
       MAKERS, IF COMMENCED, WILL BE CONTINUED.

               IN CONNECTION WITH THIS OFFERING, CERTAIN
       UNDERWRITERS MAY ENGAGE IN PASSIVE MARKET MAKING
       TRANSACTIONS IN THE COMPANY'S COMMON STOCK ON NASDAQ
       IN ACCORDANCE WITH RULE 103 OF REGULATION M.  SEE
       "PLAN OF DISTRIBUTION".

               FOR A PERIOD OF AT LEAST ONE YEAR FOLLOWING
       CLOSING OF THIS OFFERING, THE COMPANY WILL BE REQUIRED
       BY THE SECURITIES EXCHANGE ACT OF 1934 TO FILE
       PERIODIC REPORTS AND OTHER INFORMATION WITH THE
       SECURITIES AND EXCHANGE COMMISSION.  SUCH MATERIAL MAY
       BE INSPECTED AT THE COMMISSION'S PRINCIPAL OFFICES AT
       JUDICIARY PLAZA, 450 FIFTH STREET, N.W. WASHINGTON,
       D.C. 20459 OR AT ITS WEB SITE HTTP://WWW.SEC.GOV AND
       COPIES MAY BE OBTAINED ON PAYMENT OF CERTAIN FEES
       PRESCRIBED BY THE COMMISSION.  THE COMPANY WILL
       FURNISH TO HOLDERS OF ITS COMMON STOCK ANNUAL REPORTS
       CONTAINING AUDITED FINANCIAL STATEMENTS EXAMINED AND
       REPORTED UPON, AND WITH AN OPINION EXPRESSED BY AN
       INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT. THE COMPANY
       MAY ISSUE OTHER UNAUDITED INTERIM REPORTS TO ITS
       SHAREHOLDERS AS IT DEEMS APPROPRIATE.


       A registration statement relating to these securities has been filed
       with the Securities and Exchange Commission.  These securities
       may not be sold nor may offers to buy be accepted
       prior to the time the registration statement becomes
       effective.  This prospectus shall not constitute an
       offer to sell or the solicitation of an offer to buy
       nor shall there be any sale of these securities in any
       state in which such offer, solicitation or sale would
       be unlawful prior to registration or qualification
       under the securities laws of any such state.

                                           Underwriting       Proceeds to
                   Price to Public (1)     Discounts and      Company or
                                           Commissions(2)     Other Persons

Per Share            Unknown                    $ 0                 (3)
Per Option           Unknown                    $ 0                 (3)
   Total             Unknown                    $ 0                 (3)

       (1)     All the Securities are being sold by the
               Selling Securityholders and no offering price
               to the public has been determined.  Each
               Selling Securityholder will sell its
               Securities in separate transactions at prices
               to be negotiated at that time.
       (2)     The Securities are being sold by the Selling
               Securityholders and the Company has no
               agreements or understandings with any broker
               or dealer for the sales of such Securities.  A
               Selling Securityholder may determine to use a
               broker-dealer in the sale of its securities
               and the commission paid to such broker-dealer
               if any, will be determined at that time.
               Prior to the involvement of any such
               broker-dealer, such broker-dealer must seek
               and obtain clearance of the compensation
               arrangements from the National Association of
               Securities Dealers, Inc.  In such event, the
               Company will file a post effective amendment
               identifying such broker-dealer(s).
       (3)     The Company will not receive any proceeds from
               the sale of the Securities.  The Selling
               Securityholders will receive the proceeds from
               the sale of such Securities.  The Company will
               receive the proceeds from the exercise, if
               any, of the Options.  See "DESCRIPTION OF
               SECURITIES".


           The date of this Prospectus is ________________, 1999.

                             PROSPECTUS SUMMARY

               The following summary is qualified in its
       entirety by reference to and should be read in
       conjunction with more detailed information and
       financial data (including the financial statements and
       the notes thereto) appearing elsewhere in this
       Prospectus.  Each prospective investor is urged to
       read this Prospectus in its entirety, including the
       financial data.  All dollar figures are reported in
       U.S. dollars unless otherwise indicated as Australian
       dollars.  As of August 8, 1998 the exchange rate for
       US$1.00 was A$1.65.

               1.  THE COMPANY.  ASI Entertainment, Inc. (the
       "Company"), is a development stage Delaware
       corporation.  In July, 1998, the Company acquired all
       the outstanding shares of common stock of ASI
       Entertainment Pty. Ltd., an existing Australian
       corporation specializing in in-flight entertainment in
       an exchange for shares of the Company's Common Stock.
       As a result of the stock exchange, ASI Entertainment
       Pty. Ltd. and its Australian subsidiary, ASI Media
       Pty. Ltd., became wholly-owned subsidiaries of the
       Company.   ASI Technologies, Inc., a newly created
       Delaware corporation, is also a wholly-owned
       subsidiary of the Company.   Unless otherwise
       indicated, the Company and its subsidiaries are
       collectively referred herein to as the "Company".  ASI
       Entertainment Pty. Ltd. was a wholly owned subsidiary
       of ASI Technologies Pty. Ltd. ("ASIT Australia"), an
       Australian corporation, until 1996 when it became an
       independent corporation through a corporate
       restructuring.  Certain of the officers, directors and
       Selling Securityholders of the Company are
       shareholders of ASIT Australia and Messrs. Chapman and
       Chappell, directors of the Company, are the directors
       of ASIT Australia.  See "MANAGEMENT".  The United
       States offices of the Company are located at 15200
       East Girard Avenue, Suite 3000 Aurora, Colorado 80014.
        The Australian offices are located at  Suite 3, 1601
       Main Road,  Research, Victoria, 3095 Australia.

               2.  BUSINESS OPERATIONS.    The Company began
       operations in July, 1997 and has limited sales and
       revenues to date.  See "FINANCIAL STATEMENTS" and
       "BUSINESS".  The Company has acquired from ASIT
       Australia the ASI-9000 Program.  The ASI-9000 Program
       consists of and integrates (i) the ACAMS II, a cabin
       management and communication hardware system, (ii) a
       computer video system and (iii) a marketing program
       for destination and corporate advertising on-board
       commercial aircraft.  The ACAMS system was developed
       and is owned by ASIT Australia and flight tested on
       Qantas Airways.  The ACAMS II system is currently
       undergoing a certification process to achieve approval
       of the Federal Aviation Administration ("FAA") for use
       on commercial aircraft.  Once certified, the Company
       intends to purchase the ACAMS II terminals from ASIT
       Australia.  The Company enters into agreements with
       commercial airlines for the installation and
       maintenance of the ASI-9000 Program.  The ASI-9000
       Program is designed to generate revenues from the sale
       of advertising space on the in-flight video and audio
       programs as well as other possible forms of
       advertising from destination sponsors and
       corporations.  The Company subcontracts the
       production, installation, and maintenance of the
       ASI-9000 Program.  Until final certification of the
       ACAMS II, the Company is using the CMA-3200 computer
       platform for installation of the ASI-9000 Program.
       The Company has entered into an agreement with and has
        installed the ASI-9000 Program on nine aircraft owned
       by Air Europa, a Spanish airline.

               3.  THE OFFERING.  The Company is not offering
       any shares for sale.  The Securities offered by the
       Selling Securityholders included in the Registration
       Statement of which this Prospectus is a part consist
       of (i) 3,516,825 Shares (ii) 2,327,161 transferable
       Options, and (iii) 2,327,161 shares of Option Stock.
       The Shares of Common Stock offered by the Selling
       Securityholders hereby, without giving effect to the
       exercise of any Options, constitute 61% of the
       outstanding Common Stock of the Company.

               4.  THE MARKET.  The Company will market its
       products to small and mid-sized United States domestic
       and foreign airlines with approximately 10 to 200
       aircraft, that operate with tight budgetary
       constraints, and that compete with the major airlines.
        The Company intends to sell its products utilizing
       foreign media agents.  The Company believes that Air
       Europa and other airlines will choose to install the
       Company's program because it allows the airline to
       provide passengers value-added services at little cost
       to the airline.  The Company believes that its current
       and future advertisers and sponsors will choose to
       advertise on the Company's program because of the
       relatively inexpensive cost of reaching a highly
       targeted audience.  In-flight advertisements will
       promote a client advertiser's goods and services prior
       to arrival in a destination city.  Passengers will be
       able to purchase products or make bookings directly
       with participating advertisers.  The Company believes
       this advertising will be especially attractive to
       companies offering goods or services in the
       destination city.  The Company believes that the
       results from the testing of the system on Hawaiian
       Airlines show that there is a market for destination
       advertisers.  See "BUSINESS".

               5.  USE OF PROCEEDS.  The Company will not
       receive any proceeds from the sale of the Securities
       offered herein.

               6.  OFFERED BY.  The Selling Securityholders
       are offering the Securities through their own efforts
       and, possibly, through one or more broker-dealers.  If
       used, broker-dealers may receive a selling commission
       of the proceeds from the sale of the securities.  No
       selling commission will be paid to any officer of
       director of the Company.

               7.  TRANSFER AGENT.  The Company intends to
       secure the services of Continental Stock Transfer &
       Trust Company to act as transfer agent for the
       Securities.  See "DESCRIPTION OF SECURITIES--Transfer
       Agent and Registrar."

               8.  TRADING MARKET.  The Company intends to
       initially apply for admission to quotation of its
       securities on the NASD OTC Bulletin Board.  The
       Company intends to apply for listing on the Nasdaq
       SmallCap Market when, and if, it qualifies for such
       admission.  There can be no assurance that the
       Company's securities will be listed on any such
       exchange or that the Company will meet the admission
       requirements of the NASD OTC Bulletin Board or the
       Nasdaq SmallCap Market.  See "RISK FACTORS -- No
       Current Trading Market for the Company's Securities"
       and "DESCRIPTION OF SECURITIES - Admission to
       Quotation to Nasdaq SmallCap Market and NASD OTC
       Bulletin Board".

                           SELECTED FINANCIAL DATA

               The following table sets forth selected
       financial information in U.S. dollars concerning ASI
       Entertainment Pty. Ltd. for the fiscal year ended June
       30, 1998 and the unaudited selected financial
       information for March 31, 1999.

                                   At March 31, 1999       At June 30, 1998
                                          unaudited)        (Audited)
Balance Sheet Data:
      Current assets                       $ 1,491             $    90,268
      Fixed and other assets             1,372,474               1,446,460
Total Assets                             1,373,965               1,536,728
      Total Liabilities                     49,213                   8,271
      Stockholders' equity (deficit)     1,324,752               1,528,457
Total Liabilities and Equity           $ 1,373,965               1,536,728


                                      Three Months Ended       Year Ended
                                     March 31 (Unaudited)   June 30 (Audited)
                                     1999         1998            1998
Income Statement Data:

Net Sales                           $  0         $7,189          $44,957
Cost of Sales                          0          3,594           22,478
Gross Profit                           0          3,595           22,479
Operating Expenses                  72,465      111,420           496,258
Net Loss                           (72,465)   $(107,825)        $(473,779)

               The selected financial data above for the year
       ended June 30, 1998 is a summary only and has been
       derived from and is qualified in its entirety by
       reference to the Company's financial statements and
       the report related thereto from Weinberg & Company,
       Certified Public Accountants, included elsewhere in
       this Prospectus.  See "EXPERTS" and "FINANCIAL
       STATEMENTS."

                                RISK FACTORS

       THE SECURITIES OFFERED HEREBY ARE SPECULATIVE IN
       NATURE AND INVOLVE A HIGH DEGREE OF RISK.  THEREFORE,
       EACH PROSPECTIVE INVESTOR SHOULD, PRIOR TO PURCHASE,
       CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS, AS
       WELL AS ALL OF THE OTHER INFORMATION SET FORTH
       ELSEWHERE IN THIS PROSPECTUS AND THE INFORMATION
       CONTAINED IN THE FINANCIAL STATEMENTS, INCLUDING ALL
       NOTES THERETO.

       GOING CONCERN QUESTION; OPERATING LOSSES AND
       ACCUMULATED DEFICIT; UNCERTAINTY OF FUTURE PROFITABILITY

               The Company has suffered losses from
       operations and has reduced working capital and
       stockholders' equity that raise doubt about its
       ability to continue as a going concern.  The Company
       had unaudited losses of $(252,294) for the
       period July 1, 1998 through March 31, 1999 and an
       accumulated deficit of approximately $722,000 at March
       31, 1999, and may be required to make significant additional
       expenditures in connection with the development of the
       ASI-9000 and its marketing.  The Company's ability to
       continue its operations is dependent upon its
       receiving funds through its anticipated sources of
       financing including exercise of the Options, revenues
       from operations, and proceeds available from its
       suppliers.  The Company may be required to raise
       additional capital through debt or equity financing.
       There are no assurances that the Company will receive
       any revenues from operations or other proceeds nor
       that it will be able to raise such capital through
       debt or equity financing.  If the Company is not able
       to raise such financing or to obtain alternative
       sources of funding, management will be required to
       curtail operations and there is no assurance that the
       Company will be able to continue to operate.  See
       "FINANCIAL STATEMENTS".

       FORWARD LOOKING STATEMENTS

               This Prospectus contains forward-looking
       statements that involve risks and uncertainties. The
       Company's actual results could differ materially from
       those anticipated in these forward-looking statements
       as a result of certain factors, including those set
       forth in the following risk factors and elsewhere in
       this Prospectus.

       LIMITED OPERATING HISTORY

               The Company did not initiate operations until
       July, 1997.  To date, the Company has secured an
       agreement with Air Europa for the installation of the
       ASI-9000 Program on a limited number of their
       aircraft.  The Company has not received any
       significant revenues and may experience many of the
       problems, delays, expenses and difficulties commonly
       encountered by early stage companies many of which are
       beyond the Company's control.  These include, but are
       not limited to, unanticipated problems related to
       product development, regulatory compliance,
       manufacturing, marketing, additional costs and
       competition and technological obsolescence, as well as
       problems associated with sales or operations in
       foreign countries.  There can be no assurance that the
       Company will be able to market the ASI-9000 Program to
       additional airlines or that once installed that the
       ASI-9000 Program will function as intended, meet with
       customer acceptance or generate any revenue, or that
       the Company will ultimately achieve profitability.
       The Company has incurred significant development and
       marketing operating losses to date and there can be no
       assurance of future revenues or profits.

       INTELLECTUAL PROPERTY MATTERS

               The Company acquired the ASI-9000 Program from
       ASIT Australia including the intellectual property
       associated therewith.  Such intellectual property
       includes the ASI-9000 Program consisting of the
       integration of the ACAMS II, a computer video system,
       and the use of destination and corporate advertising
       on board commercial aircraft, as well as the earlier
       testing and certification procedures undertaken during
       the development of the ASI-9000 Program and the ACAMS
       II.  While the Company and ASIT Australia (owner of
       the ACAMS II hardware) seeks to protect its
       intellectual property rights by non-disclosure
       agreements, it does not have any registered trade
       names, trademarks, patents or copyrights.  The lack of
       registered trademarks, patents or copyrights may
       increase the difficulty of enforcing rights should any
       other company use the Company's or ASIT Australia's
       technology or claim prior use of such technology.

               There is no assurance that any of the
       Company's rights will be enforceable in protecting the
       trade name and technology it owns or licenses, even if
       ASIT Australia registers a patent or trademark,
       against any prior users of a similar name or
       technology or those seeking to utilize a similar name
       in areas where the Company operates or to use similar
       technology.  The failure to enforce any of the
       Company's rights could have the effect of reducing the
       Company's ability to capitalize on the goodwill
       associated with the trade name "ASI-9000" or its
       proprietary technology.  It is also possible that the
       Company will encounter claims from prior users of a
       similar name in areas where the Company operates.

       SUCCESS OF PLAN OF OPERATION DEPENDENT ON REVENUES
       GENERATED FROM ADVERTISERS

               The Company's proposed plan of operation and
       prospects will be largely dependent upon the Company's
       ability to successfully attract advertisers.  The
       Company has limited experience and there is limited
       information available concerning the potential
       performance or market acceptance of the Company's
       product.  There can be no assurance that the Company
       will be able to successfully implement its business
       plan or that unanticipated expenses, problems, or
       difficulties will not occur which would result in
       material delays in its implementation.   Because the
       Company is relying on generating almost all of its
       revenues from advertising rather than collecting
       revenues upon installation, the start up costs of
       installing the Company's systems and risks related to
       securing advertisers and sponsors will be borne by the
       Company alone.  There are no assurances that the
       Company will be able to generate sufficient revenues
       from advertisers to become profitable.

       UNPROVEN COMMERCIAL VIABILITY OF THE ASI-9000 PROGRAM

               The Company has installed the ASI-9000 Program
       on nine aircraft owned by Air Europa and is in the
       process of negotiating with other airlines.
       Notwithstanding the Company's current contract with
       Air Europa, there can be no assurance that the
       Company's product will be widely accepted by airlines
       or airline passengers or that such acceptance will be
       sustained for any significant period.  The acceptance
       of the Company's products is dependent on a number of
       factors, including the technological quality and
       features of its products compared to competitive
       products, the actual and perceived ability of the
       Company to timely and effectively service its
       products, consumer demand and the purchasing patterns
       of airlines.  Many of these factors are beyond the
       Company's control. As a result of these factors as
       well as unanticipated problems which the Company may
       experience, the Company is unable to predict when, if
       ever, its products will be commercially viable.

       COSTS OF INSTALLATION AND MAINTENANCE OF THE ASI-9000
       PROGRAM

               As part of its marketing and sales strategy,
       the Company furnishes the ASI-9000 to the airlines at
       little cost to the airline.  The Company anticipates
       receiving revenues from the sale of advertising.  This
       strategy results in "up-front" costs to the Company,
       such as the costs relating to the purchase and
       installation of the equipment, training of airline
       personnel in the use of the equipment and maintenance
       of the equipment, possibly prior to the receipt by the
       Company of any revenues generated from that equipment.
       See "PLAN OF OPERATION".  The Company must have
       funds available to it to acquire and produce the
       ASI-9000 prior to receipt of revenues therefrom.  If
       the Company does not have the funds available, it will
       not be able to acquire or produce or install the
       ASI-9000 and it would not be able to sell advertising
       space.  There is no assurance that the Company will
       have such funds available or will be able to borrow
       such funds on terms acceptable to it.

       RECENT ADVERSE PUBLICITY REGARDING IN-FLIGHT
       ENTERTAINMENT SYSTEMS

               On September 2, 1998, a Swissair aircraft
       crashed into the Atlantic Ocean off the coast Canada.
       The cause of this crash has not been determined but
       early reports have speculated that overheated wiring
       systems may have caused the aircraft to become
       uncontrollable.  Such reports have also indicated that
       the onboard video and gaming systems may have directly
       or indirectly partially caused the wires to overheat.
       No definitive conclusions have been announced, but the
       Federal Aviation Administration has been reported to
       be reviewing in-flight entertainment systems.
       Swissair has announced that it is disconnecting all
       its in-flight entertainment and gaming systems until
       further investigation is concluded.  The systems
       installed by the Company differ from those installed
       on the Swissair aircraft, as the Swissair system
       involved installing new interactive video screens in
       every seat, requiring extensive wiring and
       modifications to the aircraft.  While the ASI system
       can connect to this type of in-seat video systems, the
       ASI-9000 Program is primarily targeted at airlines
       which utilize the existing conventional overhead video
       screens.  The impact of the publicity regarding the
       possibility of the faulty Swissair in-flight
       entertainment system may have a severe impact on the
       ability of the Company to market the ASI-9000 to
       airlines as well as the potential for increased
       difficulty in obtaining FAA certification for
       installation of the systems.

       POSSIBLE NEED FOR ADDITIONAL FINANCING TO CONTINUE
       OPERATIONS

               The Company anticipates that the proceeds from
       earlier stock subscription, revenues from any exercise
       of the Options, anticipated revenue from operations,
       and proceeds available from its suppliers will be
       sufficient to meet the Company's contemplated
       operating and capital requirements for approximately
       12 months following the Effective Date.  However, the
       Company's revenue from operations depend on numerous
       factors, including the rate of market acceptance of
       the Company's products, the Company's ability to
       maintain and expand its client base, the rate of
       expansion of the Company's products, the level of
       resources required to expand the Company's marketing
       and sales organization, and other factors. The timing
       and amount of such capital requirements cannot
       accurately be predicted. If capital requirements vary
       materially from those currently planned, the Company
       may require financing sooner than anticipated.

               The Company anticipates that in the event that
       a customer airline requires the Company to fund
       additional equipment, such as the video system or
       telephone system, the Company will negotiate with the
       vendors of such equipment to finance such an
       arrangement in exchange for a share of the revenues
       generated from the advertising use of such equipment.
       No assurances can be made that any vendor will agree
       to such terms.  The Company has no commitments for any
       financing, and there can be no assurance that any such
       commitments can be obtained on terms acceptable to the
       Company, if at all. Any equity financing may be
       dilutive to the Company's stockholders, and debt
       financing, if available, may involve restrictive
       covenants with respect to dividends, raising future
       capital and other financial and operational matters.
       If the Company is unable to obtain financing as
       needed, the Company may be required to reduce the
       scope of its operations or its anticipated expansion,
       which could have a material adverse effect on the
       Company, as well as the market price of the Common
       Stock.  See "BUSINESS."

       POTENTIAL CONFLICTS TO WHICH CERTAIN DIRECTORS MAY BE
       SUBJECT

               The Company purchases, and plans on purchasing
       in the future, the components for the ASI-9000 Program
       from ASIT Australia.  After installation of the
       ASI-9000 Program, the Company subcontracts  the
       technical support services, including support for the
       ASI-9000 Program software, development, video
       compressions and programming, to ASIT Australia and
       other companies.  Messrs. Ronald J. Chapman and Graham
       O. Chappell, officers and directors of the Company,
       are officers, directors and shareholders of ASIT
       Australia and may be subject to various conflicts of
       interest, including among others, the negotiation of
       agreements between the Company and ASIT Australia and
       for the purchase of products and/or the provision of
       services.  The officers and directors of the Company
       devote such time to the business and affairs of the
       Company as they deem required but each such officer or
       director has other duties and responsibilities with
       ASIT Australia that may conflict with the time which
       might otherwise be devoted to the duties with the
       Company.

               The Company's directors are responsible for
       the review and approval of all agreements between the
       Company and ASIT Australia to ensure that the terms of
       the agreements are commercially reasonable.  The
       Company has in the past and plans to continue in the
       future to purchase products and services from ASIT
       Australia.  The Company believes that purchases of
       products and services from ASIT Australia have been
       made on terms that are not materially different than
       the Company could have obtained from unaffiliated
       third parties.  There is no assurance that the
       Company's prior and future agreements are on terms
       they could have received from an unaffiliated third
       party and if the Company could have received better
       terms, the Company's profitability may suffer from its
       conflicting relationship with ASIT Australia.

       LIMITED TERM AGREEMENT FOR LICENSE AGREEMENT WITH ASIT
       AUSTRALIA

               The agreement with ASIT Australia is a
       five-year agreement with an automatic five-year
       renewable term.  The agreement provides that ASIT
       Australia will not sell any ACAMS II hardware for use
       in any ASI-9000 System to any entity other than the
       Company.  At the conclusion of this agreement, the
       exclusive licensing arrangement between the Company
       and ASIT Australia will expire.  The Company believes
       that within ten years the technology used in the ACAMS
       hardware and the ASI-9000 will have developed and the
       Company will be using more evolved hardware and
       software so that the exclusive rights of the agreement
       to such technology will no longer be as necessary to
       the Company's business.

       RISKS OF RELATIONSHIPS WITH PRIMARY SUPPLIERS AND
       CUSTOMERS

               The Company believes that to be successful it
       may establish on-going partnership relationships with
       certain airlines and/or manufacturers of airline
       entertainment equipment.  The Company's reliance on
       these relationships may involve risks including among
       other things, the risk of bankruptcy of the partner,
       the inability of the such partner to undertake
       necessary financial obligations, possible inconsistent
       business goals or interests or a possible conflict on
       business decisions or positions.  The Company has not
       entered into any such relationships as of the date
       hereof.

       ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

               The majority of the Company's officers and
       directors reside outside the United States.  The
       Company anticipates that a substantial portion of the
       assets that may be developed or acquired by it will be
       located outside the United States and, as a result, it
       may not be possible for investors to effect service of
       process within the United States upon the officers or
       directors, or to enforce against the Company's assets
       or against such person judgments obtained in United
       States courts predicated upon the liability
       provisions, and most particularly the civil liability
       provisions, of the United States securities laws or
       state corporation or other law.

       COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000

               Many existing computer programs use only two
       digits to identify a year in such program's date
       field.  These programs were designed and developed
       without consideration of the impact of the change in
       the century for which four digits will be required to
       accurately report the date.  If not corrected, many
       computer applications could fail or create erroneous
       results by or following the year 2000.  Many of the
       computer programs containing such date language
       problems have been corrected by the companies or
       governments operating such programs.  Although none of
       the Company's systems are effected by this problem,
       the Company could be impacted by the failure of other
       companies to timely correct their computer systems.
       The Company's operations are dependent on the world
       wide telecommunications networks including computer
       systems, telephone systems, and delivery systems.  If
       any of these systems become inoperational the Company
       will be directly and significantly effected.

       NO DIVIDENDS PAID TO DATE

               The Company has not paid any cash dividends on
       its stock since inception.  For the foreseeable
       future, it is anticipated that any earnings which may
       be generated from the Company's operations will be
       used to finance the growth of the Company. Any cash
       dividends will depend on earnings, if any, and on the
       Company's financial requirements and other factors.
       Dividends are paid at the discretion of the board of
       directors.  There can be no assurance that the Company
       will be able to pay any dividends or, if able to so
       make such dividends, that the board of directors will
       deem it in the best interest of the Company to do so.

       RELIANCE ON KEY MANAGEMENT

               The Company's success is dependent upon the
       experience and ability of its officers to administer
       the Company's business.  Ronald J. Chapman, President
       and Chief Executive Officer, and Philip A. Shiels,
       Vice President and Chief Financial Officer, are
       responsible for the day to day management of the
       Company.  All major decisions regarding the Company
       are made by the board of directors.  The Company has
       not entered into any employment agreement or other
       understanding with any key executive or obtained any
       "key man" life insurance on any officer's life. The
       loss of the services of such key executives could have
       a material adverse effect on the Company's ability to
       successfully achieve its business objectives.

       RAPID TECHNOLOGICAL CHANGE

               The markets for in-flight entertainment
       systems and interactive products are characterized by
       rapid technological developments and changes in
       customer preferences and requirements.  As a result,
       the Company's success is dependent upon its ability to
       update on a regular basis and enhance the ASI-9000
       Program to develop or acquire and introduce in a
       timely manner new entertainment options and
       programming software.  There can be no assurance that
       the Company will be successful in developing or
       licensing and marketing enhancements of the airline
       programs or that the cost of licensing programming
       software from third parties or developing its own
       software will not become prohibitive.  If the ASI-9000
       Program does not incorporate newer technologies and
       programming software the Company's business and
       operating results may be adversely affected.

       GOVERNMENT REGULATION

               The installation and use of cabin management
       systems requires prior certification and approval by
       the FAA and regulatory authorities of foreign
       governments on each aircraft type and for each
       airline.  Prior to certification and approval, the
       ASI-9000 Program must be installed on an aircraft and
       tested, including an in-flight test.  The Company has
       received certification for the ASI-9000 Program on Air
       Europa utilizing the CMA-3200 Multi Media Computer
       platform.  The ACAMS has been flight tested and
       installed on Boeing 747-400 and Boeing 767-300
       aircraft.  The CMA-3200 has been flight tested and
       installed on the Boeing 737-300, 757-200 and the
       McDonnell-Douglas DC-9-30 and MD-82.  The ACAMS II is
       currently undergoing certification.  There can be no
       assurance that further certifications and approvals
       will be obtained, or obtained in a timely fashion, in
       connection with any of the Company's current contracts
       or thereafter.  In addition, when and if FAA
       certification is required and obtained, federal law
       grants to the FAA the authority to re-examine at any
       time the basis upon which certification and approval
       of the Company's products may be granted and, if
       appropriate to amend or revoke such certification and
       approvals, subject to certain appeal rights.

       DEPENDENCE UPON LIMITED NUMBER OF POTENTIAL CUSTOMERS

               The sole market for the Company's products is
       on commercial airlines.  There are a limited number of
       major commercial airlines worldwide.  Accordingly,
       even assuming a sustained commercial viability and the
       successful marketing of the ASI-9000 Program, the
       Company expects to have contracts with a limited
       number of airlines for placement of the ASI-9000
       Program and the equipment placed with each such
       airline may account for a substantial portion of the
       Company's revenues.  The inability to generate new
       contracts or to replace expired or non-renewed
       contracts could result in substantial losses in future
       fiscal periods.  Moreover, because the Company's
       revenues will be based on its relationship with a
       limited number of airlines, losses suffered by
       individual airlines may have a direct adverse affect
       on the Company's profitability.

               The Company targets airlines who generate a
       substantial amount of revenue from tourists.  Because
       the Company expects to generate substantially all of
       its revenue from tourist destination sponsors and
       corporate sponsors targeting a tourist audience, the
       Company is dependent upon the airline tourist trade.
       Because the tourist airline trade varies from season
       to season the Company expects its revenues will vary
       proportionally to tourist travel.

       RISK OF FOREIGN OPERATIONS AND DEPENDENCE ON FOREIGN
       SALES REPRESENTATIVES

               Because the Company believes the ASI-9000
       Program is commercially more viable on long haul
       international flights, the Company's principal
       targeted customers are international airlines.
       Moreover, the Company intends to continue to use the
       services of media sales representatives who locate and
       negotiate contracts with foreign advertisers for the
       sale of the advertising space.  The Company intends to
       pay the media sales representatives twice the standard
       industry commission, which may increase the Company's
       costs.  Fees paid to such media sales representatives
       are paid on a strictly commission basis  from the
       revenues received from the advertisers contracted by
       such representative.  There is no assurance that the
       increase in business and revenues the Company receives
       from paying a higher commission will offset the loss
       of the excess commissions paid to the media agents.
       See "BUSINESS".

               A substantial portion of the Company's
       operation will be subject to various factors
       characteristic of conducting business outside the
       United States, such as import duties, trade
       restrictions, work stoppages, foreign currency
       fluctuations, export controls or license requirements,
       political or economic instability, impositions of
       government controls and other factors, any or all of
       which could have a material adverse effect on the
       business of the Company.  Agreements may also be more
       difficult to enforce and receivables more difficult to
       collect through a foreign country's legal or currency
       expatriation systems.  In addition, the laws of
       certain countries relating to proprietary rights do
       not protect the Company's products and intellectual
       property rights to the same extent as do the laws of
       the United States and Australia.

       CURRENCY FLUCTUATIONS

               The Company currently conducts its operations
       with international airlines.  As a result, certain
       revenues, expenses, assets and liabilities of the
       Company's operations may be denominated in foreign
       currencies.  These foreign denominated revenues,
       expenses, assets and liabilities would need to be
       translated to the Company's reporting currency, the
       United States dollar.  As a result, the Company's
       operations may be exposed to a certain degree of
       exchange rate risk.  The Company does not currently
       engage in any hedging activities to mitigate its
       exchange rate risk and there can be no assurance that
       the Company will not experience material losses as a
       result of changes in the relative value of the foreign
       currencies, as compared to the United States dollar.
       The Company may engage in hedging activities in the
       future, in which case there can be no assurance that
       the Company will not experience losses as a result of
       such hedging activities.

       FINANCIAL CONDITIONS OF AIRLINE INDUSTRY

               Over the last several years, the airline
       industry has been characterized by increased service
       and fare competition among domestic and foreign
       airlines which has caused severe financial dislocation
       in the airline industry.  In the United States market,
       several airlines have gone bankrupt and ceased all
       operations; others have reorganized under the
       provisions of the United States Bankruptcy Code and
       have emerged as lower cost carrier; airlines which
       have not sought bankruptcy protection are in the
       process of attempting to reduce their cost of doing
       business so as to compete effectively against lower
       cost air carriers.  These and other competitive
       factors may have an affect on the international
       airlines which the Company targets.  Several
       international carriers have been granted, or are
       seeking, substantial capital inductions from their
       government in order to continue operation.   Airline
       customers for the ASI -9000 Program may suffer
       financial difficulties and there can be no assurance
       that any airline customer for the ASI-9000 Program
       will continue to provide its air transportation
       services in the future.  Further, there can be no
       assurance that the Company can market the ASI-9000
       Program to airlines that, in attempting to reduce
       their costs of operations, are reducing the level of
       certain cabin services that they are willing to
       provide their passengers.

       DEPENDENCE ON AND THE CYCLICAL NATURE OF AIR CARRIER
       BUSINESS AND DEPENDENCE ON ADVERTISING REVENUES

               The Company depends on its airline customers
       who operate in a challenging business environment.
       The air transportation industry is highly sensitive to
       general economic conditions.  Since a substantial
       portion of passenger airline travel is discretionary,
       particularly the tourism trade which the Company
       targets, the industry tends to experience severe
       adverse financial results during general economic
       downturns.  The airline industry may also be adversely
       affected by unexpected global political developments.
       Because the Company's revenues are heavily dependent
       upon destination (tourism) based advertising, an
       economic downturn that results in decreased airline
       passengers may affect  the Company's revenues.

       RISKS RELATING TO GROWTH AND EXPANSION

               Growth of the Company's business may place
       significant pressures on the Company's management,
       operation and technical resources.  The Company
       believes that for competitive reasons, it is important
       to obtain a customer base as early as possible and
       accordingly, the failure to expand operations in the
       early years of the Company's business may hinder or
       preclude significant future growth.  If the Company is
       successful in obtaining additional agreements with
       airlines relating to the installation of the ASI-9000
       Program, the Company may be required to raise
       substantial additional funds and deliver large volumes
       of products to its customer on a timely basis at a
       reasonable cost to the Company.  The Company contracts
       all of its operations to third parties which may not
       have the capital resources to meet wide scale
       production requirements.  The Company currently has
       contracts with  manufacturers for production, and may
       enter into additional contracts with such domestic and
       foreign manufacturers.  However, there can be no
       assurance that any manufacturing arrangement will be
       entered into or will be successful, the Company's
       efforts to conduct manufacturing activities will be
       successful or that the Company or any supplier will be
       able to satisfy commercial scale production
       requirements on a timely and cost-effective basis.
       The Company may be required to obtain additional
       financing in order to pursue additional business
       opportunities.  The Company's success will also depend
       in part upon its ability to provide airline customers
       with timely service and support.

               The Company will also be required to develop
       and improve operational, management and financial
       systems and control.  Failure to manage growth would
       have a material adverse effect on the business of the
       Company and expenses arising from Company activities
       to increase market penetration and support growth may
       have a negative impact on operating results.

       COMPETITION

               The Company will compete with a number of
       companies offering in-flight entertainment systems,
       most of whom have substantially greater financial,
       management, technical and other resources than the
       Company and which offer products, systems or services
       that airlines may purchase instead of the Company's
       products.  There can be no assurance that the Company
       will compete effectively with such other companies or
       other companies will not develop products which are
       superior to the Company's or which achieve greater
       market penetration.

               The Company will also compete against other
       advertising venues.  The Company's competition will be
       in many cases more established with proven success and
       many of the Company's competitors will have greater
       financial, management, marketing and other resources
       than the Company.  While the Company believes it can
       compete for advertising revenues, there is no
       assurance that advertisers will choose the Company's
       product over more traditional advertising mediums.

       DEPENDENCE ON THIRD PARTY SUPPLIERS AND SUBCONTRACTORS

               The Company does not produce any product and
       subcontracts the assembly of the ASI-9000 Program from
       components purchased from third party suppliers, and
       its dependence on such suppliers will reduce its
       control over the manufacturing process.  In addition,
       the Company currently uses single suppliers for
       certain of the hardware compromising the ASI-9000
       Program.  Although the Company believes that other
       sources of supply are available, delays or increased
       costs associated with locating and procuring such
       supplies could have a material adverse effect on the
       Company.  The Company also subcontracts substantially
       all manufacture, assembly, installation, repair and
       customer service to third party companies.  The
       Company's profits could be affected by  the risk of
       bankruptcy or economic downturn of any of its
       subcontractors, the inability of the subcontractor to
       undertake necessary financial obligations, the
       possible inconsistent business goals or interests of a
       subcontractor, or a possible conflict on business
       decisions.

       FACTORS BEYOND THE COMPANY'S CONTROL

               Numerous conditions beyond the Company's
       control may substantially affect its success such as
       rates of, and costs associated with, new customer
       acquisition, customer retention of customer airlines,
       costs relating to the expansion of operations,
       including upgrading the Company's systems, the timing
       and market acceptance of new products, changes in the
       pricing policies of the Company's competitors, changes
       in operating expenses, the introduction of alternative
       technologies, increased competition in the Company's
       markets and general economic factors.

       CONTROL BY PRESENT STOCKHOLDERS

               The number of outstanding shares of Common
       Stock will not change pursuant to this offering,
       except with the exercise of the Options.  Prior to any
       sale of the Securities offered hereby, the officers,
       directors and affiliates owned a majority of the
       Company's outstanding Common Stock.  Accordingly, such
       officers and directors have been in a position to
       elect all of the Company's directors, to approve
       amendments to its Certificate of Incorporation, to
       authorize issuance of additional shares of stock, to
       award performance bonuses and other compensation
       arrangements and otherwise to direct the affairs of
       the Company.  Upon sale of some or all of the
       Securities offered hereby, the present shareholders
       may no longer be in a position to elect the Company's
       directors or otherwise control the Company.  However,
       the Company may, in the future, make payments to ASIT
       Australia for purchase of the ACAMS and other
       equipment by issuance of shares of its Common Stock.
       ASIT Australia may be in a position to receive a
       sufficient number of such shares to control the
       outcome of shareholder votes.  Certain officers and
       directors of the Company are controlling shareholders
       of ASI Holdings Pty. Ltd., the controlling shareholder
       of ASIT Australia.  See "SECURITY OWNERSHIP OF CERTAIN
       BENEFICIAL OWNERS AND MANAGEMENT".

       ACQUISITION FINANCING; ADDITIONAL DILUTION

               The Company may attempt to finance future
       purchases and acquisitions using shares of the
       Company's Common Stock, options, cash, borrowed funds
       or a combination thereof.  The Company has no
       arrangements, agreements or understandings to that
       effect at this time.  If the Company's Common Stock
       does not maintain a sufficient market value, or if the
       price of the Company's Common Stock is highly
       volatile, or if potential acquisition candidates are
       otherwise unwilling to accept the Company's Common
       Stock as part of the consideration for the sale of
       their businesses, the Company may be required to use
       more of its cash resources or more borrowed funds in
       order to initiate and maintain an acquisition program.
        If the Company does not have sufficient cash
       resources, its growth could be limited unless it is
       able to obtain additional capital though debt or
       equity offerings.  The Company may also enter into
       credit facilities with one or more lenders to obtain
       financing to be used in connection with future
       purchases or acquisitions.  There can be no assurance
       that the Company will be able to obtain such financing
       if and when it is needed or that any such financing
       will be available on terms it deems acceptable.

               The Company has authorized but unissued and
       unreserved shares of the Company's Common Stock which
       the Company will be able to issue in order to finance
       purchases or acquisitions without obtaining
       stockholder approval for such issuance.  Existing
       shareholders may suffer dilution if the Company uses
       its Common Stock as consideration for future purchases
       or acquisitions.  Moreover, the issuance of additional
       shares of Company Common Stock may have a negative
       impact on earnings per share and may negatively impact
       the market price of the Company's Common Stock if any
       trading market is established of which there can be no
       assurance.

       ISSUANCE OF FUTURE SECURITIES MAY DILUTE INVESTORS'
       SHARE VALUE

               The Certificate of Incorporation of the
       Company authorizes the issuance of a maximum of
       100,000,000 shares of Common Stock, $.0001 par value,
       and 20,000,000 shares of Preferred Stock, $.0001 par
       value.  As of the date hereof there are 5,754,337
       shares of Common Stock outstanding and no shares of
       Preferred Stock outstanding.  The future issuance of
       all or part of the remaining authorized Common Stock
       may result in substantial dilution in the percentage
       of the Company's Common Stock held by the Company's
       then existing shareholders, including purchasers of
       the Securities offered herein.  Moreover, any Common
       Stock issued in the future may be valued on an
       arbitrary basis by the Company.  The issuance of the
       Company's securities for future services or
       acquisitions or other corporate actions may have the
       effect of diluting the value of the Securities offered
       hereby, and might have an adverse effect on any
       trading market, should a trading market develop for
       the Company's Common Stock.  See "BUSINESS".

       POSSIBLE INABILITY TO EXERCISE OPTIONS

               Because the Options may be transferred, it is
       possible that the Options may be acquired by persons
       residing in states where the Company is unable to
       qualify the Shares of Common Stock underlying the
       Options for sale upon exercise.  Option holders
       residing in those states would have no choice but to
       attempt to sell their Options (if a market then exists
       as to which there can be no assurance) or let them
       expire unexercised.  Also, it is possible that the
       Company may be unable, for unforeseen reasons, to
       cause a registration statement covering the Shares
       underlying the Options to be in effect when the
       Options are exercisable.  In that event, the Options
       may expire unless extended by the Company as permitted
       because a registration statement must be in effect,
       including audited financial statements, in order for
       Option holders to exercise their Options.  See
       "DESCRIPTION OF SECURITIES"

       POTENTIAL ADVERSE EFFECTS OF AUTHORIZATION OF
       PREFERRED STOCK

               The Company has not designated or issued any
       shares of its authorized shares of Preferred Stock.
       The Company may, without further action or vote by
       shareholders of the Company, designate and issue
       shares of Preferred Stock.  The terms of any series of
       Preferred Stock, which may include priority claims to
       assets and dividends and special voting rights, could
       adversely affect the rights of holders of the Common
       Stock and thereby reduce the value of the Common
       Stock.  The designation and issuance of Preferred
       Stock favorable to current management or shareholders
       could make the possible takeover of the Company or the
       removal of management of the Company more difficult
       and discourage hostile bids for control of the Company
       which might have provided shareholders with premiums
       for their Securities.

       RESALES OF THE SECURITIES UNDER STATE SECURITIES LAWS

               The National Securities Market Improvement Act
       of 1996 ("NMSIA") limits the authority of states to
       impose restrictions upon sales of Securities made
       pursuant to SectionSection4(1) and 4(3) of the
       Securities Act of companies which file reports under
       Sections 13 or 15(d) of the Securities Exchange Act.
       Sales of the Securities in the secondary market will
       be made pursuant to  Section 4(1) (sales other than by
       an issuer, underwriter or broker).  It is anticipated
       that following the Effective Date the Selling
       Securityholder's Securities will be eligible for
       resale in the secondary market in each state.

       NO CURRENT TRADING MARKET FOR THE COMPANY'S SECURITIES

               There is currently no established public
       trading market for the Securities.  No assurance can
       be given that an active trading market in the
       Company's securities will develop after completion of
       the Offering, or, if developed, that it will be
       sustained.  The Company intends to voluntarily
       register its securities under Section 12 of the
       Securities Exchange Act of 1934 by filing a
       registration statement thereunder and to become
       subject to the reporting requirements  of the
       Securities Exchange Act.

               The Company intends to apply for admission to
       quotation of the Securities on the NASD OTC Bulletin
       Board and, if and when qualified, it intends to apply
       for admission  for listing on the Nasdaq SmallCap
       Market.  If the Company's securities are not  quoted
       on the NASD OTC Bulletin Board, then the Company may
       offer its securities in what are commonly referred to
       as the "pink sheets" of the National Quotation Bureau,
       Inc.  To qualify for  quotation on the NASD OTC
       Bulletin Board, an equity security must have one
       registered broker-dealer, known as the market maker,
       willing to list bid or sale quotations and to sponsor
       the company for listing on the Bulletin Board.  There
       can be no assurance that a regular trading market for
       the Common Stock will develop or that, if developed,
       it will be sustained.  There is no assurance that the
       Company will ever meet the requirements for admission
       to the Nasdaq SmallCap Market.  Various factors, such
       as the Company's operating results, changes in laws,
       rules or regulations, general market fluctuations,
       changes in financial estimates by securities analysts
       and other factors may have a significant impact on the
       market price of the Securities.  The market price for
       the securities of public companies often experience
       wide fluctuations which are not necessarily related to
       the operating performance of such public companies.
       If the Company is unable to satisfy the requirements
       for  listing on the Nasdaq SmallCap Market or becomes
       unable to satisfy the requirements for continued
       listing thereon, and trading, if any, is conducted in
       the OTC market, a shareholder may find it more
       difficult to dispose of, or to obtain accurate
       quotations as to the market value of, the Company's
       securities.   See "DESCRIPTION OF SECURITIES".

       LIMITATION OF LIABILITY AND INDEMNIFICATION OF
       OFFICERS AND DIRECTORS

               The Certificate of Incorporation and By-Laws
       of the Company provide that the Company shall
       indemnify its officers and directors against losses
       sustained or liabilities incurred which arise from any
       transaction in such officer's or director's respective
       managerial capacity unless such officer or director
       violates a duty of loyalty, did not act in good faith,
       engaged in intentional misconduct or knowingly
       violated the law, approved an improper dividend, or
       derived an improper benefit from the transaction.  The
       Company's Certificate of Incorporation and By-Laws
       also provide for the indemnification by it of its
       officers and directors against any losses or
       liabilities incurred as a result of the manner in
       which such officers and directors operate the
       Company's business or conduct its internal affairs,
       provided that in connection with these activities they
       act in good faith and in a manner which they
       reasonably believe to be in, or not opposed to, the
       best interests of the Company, and its conduct does
       not constitute gross negligence, misconduct or breach
       of fiduciary obligations.  See
       "MANAGEMENT--Indemnification of Officers, Directors,
       Employees, and Agents".

       PENNY STOCK REGULATION

               The Company's Common Stock will be considered
       "penny stock".  Penny stocks generally are equity
       securities with a price of less than $5.00 per share
       other than securities registered on certain national
       securities exchanges or  listed on the Nasdaq Stock
       Market, provided that current price and volume
       information with respect to transactions in such
       securities is provided by the exchange or system.  The
       Company's securities may be subject to "penny stock"
       rules that impose additional sales practice
       requirements on broker-dealers who sell such
       securities to persons other than established customers
       and accredited investors (generally those with assets
       in excess of $1,000,000 or annual income exceeding
       $200,000 or $300,000 together with their spouse).  For
       transactions covered by these rules, the broker-dealer
       must make a special suitability determination for the
       purchase of such securities and have received the
       purchaser's written consent to the transaction prior
       to the purchase.  Additionally, for any transaction
       involving a penny stock, unless exempt, the rules
       require the delivery, prior to the transaction, of a
       disclosure schedule prescribed by the Commission
       relating to the penny stock market.  The broker-dealer
       also must disclose the commissions payable to both the
       broker-dealer and the registered representative and
       current quotations for the securities.  Finally,
       monthly statements must be sent disclosing recent
       price information on the limited market in penny
       stocks.  Consequently, the "penny stock" rules may
       restrict the ability of broker-dealers to sell the
       Company's securities.  The foregoing required penny
       stock restrictions will not apply to the Company's
       securities if such securities maintain a market price
       of $5.00 or greater.  There can be no assurance that
       the price of the Company's securities will be
       maintained at such a level.

       ADDITIONAL SECURITIES ENTERING PUBLIC MARKET WITHOUT
       ADDITIONAL CAPITAL PURSUANT TO RULE 144

               All  of the 5,754,337 shares outstanding
       including the 3,516,825 which are the subject of this
       registration statement, are currently "restricted
       securities" as such term is defined in Rule 144 ("Rule
       144") of the General Rules and Regulations of the
       Securities and Exchange Commission (the "Rules")
       promulgated under the Securities Act.  In general,
       under Rule 144, if adequate public information is
       available with respect to a company, a person who has
       satisfied a one year holding period as to his
       restricted securities or an affiliate who holds
       unrestricted securities may sell, within any three
       month period, a number of that company's shares that
       does not exceed the greater of one percent of the then
       outstanding shares of the class of securities being
       sold or, if the security is trading on the Nasdaq
       Stock Market or an exchange, the average weekly
       trading volume during the four calendar weeks prior to
       such sale.  Sales of restricted securities by a person
       who is not an affiliate of the company (as defined in
       the Securities Act) and who has satisfied a two year
       holding period may be made without any volume
       limitation.  Pursuant to such Rule 144, after the
       expiration of the holding period certain shares of
       Common Stock now restricted for trading will become
       eligible for trading in the public market without any
       payment therefore or increase to the Company's
       capitalization.  Possible or actual sales of the
       Company's outstanding Common Stock by all or some of
       the present stockholders may have an adverse effect on
       the market price of the Company's Shares should a
       public trading market develop.  The additional
       availability of such shares to be traded in the public
       market would increase the "public float" of the
       Company without any corresponding increase in the
       Company's capital.  Upon effectiveness of the
       Registration Statement of which this Prospectus forms
       a part, the 3,516,825 shares registered herein will no
       longer be subject to Rule 144 except the 722,475
       shares held by affiliates of the Company offered
       herein which will continue to be subject to the
       restrictions on the transferability of shares held by
       affiliates contained in Rule 144.

       SELLING SECURITYHOLDERS MAY SELL SECURITIES AT ANY
       PRICE OR TIME

               After effectiveness of the Registration
       Statement of which this Prospectus forms a part, the
       Selling Securityholders may offer and sell their
       Securities at a price and time determined by the
       Selling Securityholder in accordance with applicable
       federal and state securities laws.  Affiliates of the
       Company will be subject to limitations of Rule 144,
       including its volume limitations in the sale of their
       Shares.  The timing of such sales and the price at
       which the Securities are sold by the Selling
       Securityholders could have an adverse effect upon the
       public market for the Securities, should one develop.

                                 THE COMPANY

                ASI Entertainment Pty. Ltd. was incorporated
       in Australia in 1993 as a subsidiary of ASIT Australia
       until 1996 when it became an independent corporation
       through a corporate restructuring.  ASI Entertainment,
       Inc. (the "Company") was incorporated in the state of
       Delaware on April 29, 1998.  In order to change its
       situs of incorporation, in July, 1998, ASI
       Entertainment, Inc. (Delaware) acquired all the
       outstanding stock of ASI Entertainment Pty. Ltd., in
       exchange for 5,293,990 shares of  its Common Stock.
       ASI Entertainment Pty. Ltd. purchased the ASI-9000
       Program from ASIT Australia and the Company will
       acquire the ACAMS II hardware from ASIT Australia.
       The Company subcontracts the production, installation
       and maintenance of the ASI-9000.   ASI Entertainment,
       Inc. (Delaware) has three wholly-owned subsidiaries,
       ASI Entertainment Pty. Ltd., ASI Media Pty. Ltd. (an
       Australian corporation), and ASI Technologies, Inc. (a
       Delaware corporation).  Certain of the officers,
       directors and Selling Securityholders of the Company
       are the officers, directors and shareholders of ASIT
       Australia.  See "MANAGEMENT".

               The Company has an authorized capitalization
       of 100,000,000 shares of Common Stock, par value of
       $.0001 per share (the "Common Stock") and 20,000,000
       shares of preferred stock, par value $.0001.  See
       "DESCRIPTION OF SECURITIES".  The main offices of the
       Company are located at Suite 3, 1601 Main Road,
       Research, Victoria, 3095 Australia and its telephone
       number is 61-3-9437-1233 and its fax number is
       61-3-9437-1299.  The United States offices of the
       Company are located at 15200 East Girard Avenue, Suite
       3000 Aurora, Colorado 80014.


                               USE OF PROCEEDS

               The Company will not receive any proceeds from
       the sale of the Securities being registered hereby.
       The Company will receive the proceeds, if any, of
       which there can be no assurance, from the exercise of
       the Options.  The Company has issued Options to
       purchase 4,927,173 shares of its Common Stock at an
       exercise price of $0.50 per share exercisable
       commencing on the Effective Date until June 30, 2000.
       2,327,161 of such Options are being registered for
       sale herein.  The Company will receive the proceeds
       from the exercise of the Options, up to a possible
       aggregate amount of $2,463,586.  The Company
       anticipates that it will utilize the proceeds from any
       Options exercised for installation expenses of the
       ASI-9000 on any new contracts, for marketing and
       advertising the ASI-9000 and for travel expenses
       involved therewith, for payment of the retainers to
       the officers of the Company, and for general
       administrative purposes.


                               DIVIDEND POLICY

               The Company currently intends to retain
       substantially all of its earnings, if any, to support
       the development of its business and has no present
       intention of paying any dividends on its Common Stock
       in the foreseeable future.  Any future determination
       as to the payment of dividends will be at the
       discretion of the Board, and will depend on the
       Company's financial condition, results of operations
       and capital requirements, and such other factors as
       the Board deems relevant.



                                  BUSINESS

               The Company provides in-flight entertainment
       and data communications systems for airlines.  The
       Company has purchased the ASI-9000 and all
       intellectual property associated thereto from ASIT
       Australia.  The ASI-9000 Program consists of and
       integrates (i) the ACAMS II, a cabin management and
       communication hardware system, (ii) a computer video
       system and (iii) a marketing program for destination
       and corporate advertising on-board commercial
       aircraft.   The ASI-9000 Program is designed to
       generate revenues from the sale of advertising space
       on the in-flight video and audio programs as well as
       other possible forums to destination sponsors and
       corporations.  The Company subcontracts the
       production, installation, and maintenance of the
       ASI-9000 Program.  Until final certification of the
       ACAMS II, the Company is using the CMA-3200 computer
       platform for installation of the ASI-9000 Program.
       The Company has entered into an agreement with and has
        installed the ASI-9000 Program on nine aircraft owned
       by Air Europa, a Spanish airline.

       THE ASI-9000 PROGRAM

               The Company has entered into an agreement with
       and has  installed its ASI-9000 Program on nine
       aircraft owned by Air Europa, a Spanish airline.  The
       ASI-9000 Program consists of hardware and software
       used for communications and to present in-flight
       entertainment in a digital video form.   The ASI-9000
       Program utilizes one of two hardware platforms, the
       CMA-3200 Multi Media Computer or the ASI ACAMS-EC486
       Cabin Terminal (the"ACAMS II").  The CMA-3200 Multi
       Media Computer provides the display and advertisements
       portion of the audio and video programs.  The ACAMS II
       provides both the digital multi media capability of
       the CMA-3200 plus a PC-computer based communications
       link.

               The ASI-9000 Program is designed to procure
       advertising and entertainment features from the
       tourism industry participants operating in cities or
       regions to which its customer airlines fly.  This
       software also allows the flight attendants to send and
       receive messages via the world wide aeronautical radio
       and satellite network.  The system runs continuously
       from take-off until landing and the video player
       automatically returns to the flight information show
       carrying the customer's advertisements after the movie
       or other entertainment selected by the airline has
       finished.

               The Company assumes full responsibility for
       operation and administration of the video and audio
       program, subject only to the airlines right to ensure
       that the content of the program is suitable.  There is
       no assurance that the Company' customer airline
       passengers will be satisfied with the Company's
       product or that the Company's competitors will not
       develop similar or better technology in the future.

               The ASI-9000 Program is run on equipment which
       must be aviation certified.  Components of the system
       are currently certified for use on the Boeing 747-400,
       757-200, and 737-300, McDonnell Douglas DC-9, and MD
       82 and the Company anticipates that it will be
       certified for use on the Boeing 767 in the future.
       The ACAMS system was flight tested on Qantas Airways.
       The ACAMS II system is in the process of FAA required
       certification for use on commercial aircraft.

       ACAMS II

               The ACAMS II system combines the
       communications capability of the original ACAMS
       system, which was tested on Qantas Airlines, with the
       multi media capacity of the CMA-3200 into a single
       unit.  As a single unit, the ACAMS II saves space and
       weight and provides the ability to show advertising
       and to provide the capability to place purchase orders
       from the aircraft for such advertised, and other,
       items.  The installation of the ACAMS II is less
       expensive than that of the CMA-3200 which saves the
       Company money on reduced installation costs. When the
       ASI-9000 is installed on the ACAMS II hardware
       platform, the ASI-9000 can provide system integration,
       destination or other specific entertainment and
       advertising, detailed flight information, crew and
       passenger communications, passenger information and
       ground communication, entertainment, electronic
       product catalogues, electronic product ordering,
       additional multi media capabilities, and a unique
       computer video software and communications interface
       which allows the system to run with minimal
       operational input from flight attendants.  The ACAMS
       II hardware technology was developed by and is owned
       by ASIT Australia.  The Company will purchase the
       ACAMS II terminals from ASIT Australia once the ACAMS
       II is flight certified.

               The software and compression technology offers
       reduced advertising production cost by allowing the
       frequent addition of new advertisers or the video
       alteration of existing advertisements; all
       advertisements are stored on the system for the entire
       route structure and the digital computer technology
       produces a high quality display.  The Company believes
       it will appeal to airlines because of its ease of use
       and expansive functionality.  All of its customers'
       promotional advertisements or corporate advertisements
       can be stored digitally in the ACAMS II cabin
       terminal's memory.  In contrast to the standard
       industry tape system, the Company believes its product
       decreases the necessity of cabin crew assistance, thus
       decreasing the chance for human error associated with
       playing and rewinding tapes.  Because the individual
       advertisements and promotional pieces are stored on a
       computer, the ACAMS II can be programmed to play at
       specific times according to the precise destination of
       each flight, thus the Company's advertising customer
       can be confident in reaching a highly targeted
       audience.

               The ACAMS II also has a communications device
       which allows the flight attendants to communicate with
       land via the aircraft radio and satellite
       communications systems.  The ACAMS II when connected
       to the satellite communication system on the aircraft
       can transmit and receive data when the aircraft is
       flying over land or water worldwide.  The ACAMS II
       uses the international standard communications
       protocol that allows the flight attendants to fax or
       e-mail data for passengers.

               If the ACAMS II does not obtain certification,
       the Company will continue to use the CMA-3200 or
       alternate equipment until such modifications can be
       made on ACAMS II to allow for its certification.

       CERTIFICATION PROCESS AND GOVERNMENT REGULATION

               The installation and use of cabin management
       systems requires prior certification and approval by
       the FAA and regulatory authorities of foreign
       governments on each aircraft type and for each
       airline.  The certification process begins with the
       installation of the system on an aircraft after which
       it is certified by an FAA accredited engineer.  The
       certification is then applicable to similar aircraft
       types and modified for other aircraft type.  In
       countries other than the United States, the equivalent
       aviation authority procedures will apply to the
       certification of the system, but the United States FAA
       sets the standards that are primarily used throughout
       the world.  Certification can take up to 120 days.

               Prior to certification and approval, the
       manufacturer must demonstrate that the system has been
       designed and manufactured and complies with the
       appropriate aviation standards, namely DO160C for
       hardware and DO178 for software.  Following this the
       ASI-9000 Program must be installed on an aircraft and
       tested, including an in-flight test.  The Company has
       received certification for the ASI-9000 Program on Air
       Europa aircraft utilizing the CMA-3200 Multi Media
       Computer platform.  The ACAMS has been flight tested
       and installed on Boeing 747-400 and Boeing 767-300
       aircraft.  The CMA-3200 has been flight tested and
       installed on the Boeing 737-300, 757-200 and the
       McDonnell-Douglas DC-9-30 and MD-82.  The ACAMS II is
       currently undergoing certification.  The Company
       anticipates certification approval for the ACAMS II
       and is prepared to make what ever modifications are
       required to obtain such approval.

       PRODUCT DEVELOPMENT

               Since 1993, ASIT Australia has spent over
       A$5,000,000 developing the ASI program.  The
       technology behind the Company's ASI-9000 Program
       evolved from a data link aviation communications
       system, designated the Airline Communications and
       Management System ("ACAMS") developed by ASIT
       Australia in conjunction with Qantas Airways and
       Swissair.  The technology was sponsored by Qantas
       Airways with the objective of using Qantas Airways as
       a platform to create a product with export potential.
       The requirements of this project mandated that ASIT
       Australia both develop an interface which would allow
       the crew to communicate through the aircraft's
       satellite and radio communications data link and
       develop an interface between the ACAMS datalink and
       the aircraft's video systems.  This interface evolved
       into the ASI-9000 computer video.

               ASIT Australia established a relationship with
       the Canadian Marconi Company ("CMC") who arranged for
       the ASI-9000 to be tested on Hawaiian Airlines.  The
       initial test program was carried out on Hawaiian
       Airlines in conjunction with CMC and Hollingsead
       International, Inc., a manufacturer of after market
       video systems.  ASIT Australia mounted its software on
       CMC's CMA-3200 multi media computer equipment which
       was installed together with Hollingsead's video
       equipment on three aircraft operated by Hawaiian
       Airlines.

       OPERATIONS TO DATE

               Hawaiian Airline Project.  ASIT Australia
       equipped three aircraft operated by Hawaiian Airlines
       at a cost of $180,000 per aircraft but was unable to
       equip the remaining ten aircraft originally
       anticipated to be equipped as ASIT Australia was
       unable to finance the purchase and installation price
       of the video equipment of $50,000 per aircraft charged
       by Hollingsead International, Inc.  ASIT Australia had
       secured 14 advertisers for the video program based on
       total air time on all 13 aircraft  but was not able to
       receive any funds from such advertisers for air time
       as only three aircraft were equipped with the
       equipment.  ASIT Australia had intended the Hawaiian
       Airlines project to be a test program of its
       "infotainment" program, to prove its feasibility and
       to showcase its potential to advertisers.  The Company
       is not currently involved in the installation of any
       of its equipment on Hawaiian Airlines.

                Air Europa Project.  The Company acquired the
       CMA-3200 from ASIT Australia for an aggregate of
       A$527,980 and installed nine CMA-3200 units on
       aircraft operated by Air Europa.  From July 1, 1997 to
       June 30, 1998 (the first year of operations), the
       Company has received approximately $44,957 in revenues
       generated from the equipment on the Air Europa
       aircraft.  The company has obtained five major
       advertisers on the Air Europa aircraft systems.

               While the Company intends to provide the
       ASI-9000 Program utilizing the ACAMS II for its future
       contracts, the Company's present contracts have been
       filled by mounting the software on the CMA-3200
       manufactured by CMC.  The Company does not currently
       have any additional contracts for the installation of
       the ASI-9000.

       SALES AND PRICING

               The Company's Supply and License Agreement to
       be used with potential airline customers is based on
       allocating five minutes of advertising space per
       flight per hour with additional sponsorship times
       available during the safety briefing presented prior
       to take off.  The Company anticipates that it will
       work with the airline in developing an advertising
       program that suits the airline's image profile.  The
       price and number of times the advertisement will run
       may vary depending on available space and the flight
       profile.  Currently, the Company anticipates charging
       US$2 per advertisement to as high as US$10 per
       advertisement on a large aircraft where the
       communications capability is available.  Initially,
       the Company intends to target major advertisers in
       order to enhance the image of the presentation and
       secure a revenue stream and, as a result, may be
       offered substantial discounts.   Passengers will be
       able to make bookings, reservations or purchases of
       in-flight advertisers' products while on board the
       aircraft with such orders being transmitted via the
       ASI-9000 Program.  From the transmission records of
       such bookings, reservations or purchases, the Company
       will be able to bill the advertiser for an agreed
       commission for each booking, reservation or purchase.
       The Company's sales target for each ASI-9000 Program
       in operation is revenue of US$100,000 per annum per
       aircraft including advertising  revenues and in-flight
       booking commission.

                 In order to provide an additional incentive
       for the media agents to procure advertising, the
       Company plans on paying its media agents commission on
       sales of up to 32% of revenue, two fold the industry
       standard.  The Company concluded that its target
       airlines, which generate most of their revenues from
       tourism, generate smaller profits from ticket sales by
       offering discounted fares and then attempt to increase
       their profits by charging for additional on board
       services.  These airlines may be interested in the
       communications features of the ASI-9000 Program where
       the passengers can order goods and services from the
       cabin crew and the crew can place the order through
       the ACAMS II.

               The Company purchases from ASIT Australia
       either the CMA-3200 hardware at $25,000 per unit or
       the ACAMS II hardware at $30,000 per unit.  The
       Company subcontracts for the production of the
       ASI-9000 integration technology.  The cost to the
       Company for installation of the ASI-9000 excluding the
       hardware is approximately $5,000 per aircraft for
       installation of units like those installed on the Air
       Europa aircraft and up to $10,000 for units in which
       the communications link is involved.

       OPERATIONS AND SUPPLIERS

               The Company has two offices in Melbourne,
       Australia and Denver, Colorado.  The Company's core
       component of the ASI-9000, the ACAMS II Cabin
       Terminal, has been manufactured to date by ASIT
       Australia and Philips Defence Systems Group.  While
       the Company anticipates that it will install the
       ASI-9000 Program with the ACAMS II in the future, its
       current contracts employ the CMA-3200 manufactured by
       Canadian Marconi Company.

               The Company has outsourced all of its
       operations to companies and individuals specializing
       in either the manufacture and installation of avionics
       or the procurement of advertisement sponsors.  The
       Company believes that it currently has sufficient
       inventory to fill an order for its product by a new
       customer airline.   The Company will contract with an
       installation company to install its product on the
       customer airline.  Once installed, the Company
       outsources all of the engineering and technical
       support services to ASIT Australia and other suitably
       certified organizations.  The acquisition of the
       media, software development, video compressions and
       programming of the ASI-9000 Program is provided by
       ASIT Australia and sales functions will be handled by
       media agents in destination cities.

       MARKETING

               After considering the competitive environment
       of the  airline entertainment industry, the Company
       has decided on a marketing strategy to provide the
       ASI-9000 program at little or no cost to a customer
       airline in consideration for the Company receiving
       sole and exclusive rights over the revenue stream
       created from  the sale of air time to advertisers
       including destination specific tourist operators,
       local, national and foreign corporate advertisers and
       from other services provided by the equipment.

               The Company researches the market and targets
       selected airlines based on a commercial and technical
       evaluation.  The Company has formed relationships with
       other avionics manufacturers who sell complimentary
       products to the Company's ASI-9000 Program.  The
       Company anticipates these strategic partners will
       introduce the Company to airlines as such target
       airlines look for ways to enhance the products and
       services they purchase from the alliance  partner. The
       Company anticipates that these airlines will be
       commercially aggressive in competitive markets,
       tourism based, and meet specific technical criteria.
       The airlines which meet the Company's criteria usually
       have fleets in the range of 10 to 200 aircraft,
       operate on tight budgetary constraints, and compete
       with the major airlines.  Because the Company's
       competitors' products are often expensive and require
       major capital outlays by the airlines,  the Company
       believes that the target airlines may be receptive to
       a self funding arrangement where the Company will
       provide and install the system at nominal cost to the
       airline. In return, the Company maintains ownership of
       the equipment during the term of the contract and also
       controls the total revenue stream generated by the
       system over the term of the contract.

               The Company believes that the ASI-9000 Program
       appeals to airlines because airlines can upgrade their
       overall presentation and corporate image at little or
       no cost and the provide improved passenger service.
       The Company also believes that with the current world
       wide pressure on airline yields, some airlines have
       become receptive to proposals to increase revenues.

               The Company believes that this form of
       marketing differs from the competition because its
       competitors approach the airlines on the basis of the
       airline purchasing the competitor's system rather than
       licensing the system at nominal cost in exchange for
       advertising rights.   The Company conducts research
       and targets only those airlines that fit its profile
       and only then will the Company approve the investment.
        This profile takes into account the manner in which
       advertising is sold and how destination sponsors can
       be attracted.

       PROPERTY

               The Company does not own any property other
       than the its inventory of equipment.  The Company
       maintains its headquarters at the offices of Chapman
       International Pty. Ltd. at which location it also
       stores its in-flight computer equipment.  The Company
       does not have any written lease with Chapman
       International which has indicated that the Company may
       use such space as long as it requires.  Chapman
       International does not charge the Company for use of
       its office space and facilities.

       MANAGEMENT SERVICES--CHAPMAN INTERNATIONAL PTY. LTD.

               Chapman International Pty. Ltd. provides
       management services to the Company.  Ronald J.
       Chapman, President and a director of the Company, is
       the owner of 50% of Chapman International Pty. Ltd.
       and the beneficial owner, through the ownership of his
       wife, of an additional 25%.  Philip A. Shiels, a
       director of the Company, is the owner of the remaining
       25% of Chapman International Pty. Ltd.

               The Company paid Chapman International Pty.
       Ltd. a fee of A$112,000 for management services
       rendered by Messrs. Chapman and Shiels which fee was
       in turn paid to Messrs. Chapman and Shiels for
       services rendered to the Company for the fiscal year
       ended June 30, 1998.  Mr. Chapman receives a monthly
       retainer for services to the Company of A$6,000 and
       Mr. Shiels receives a monthly retainer for services to
       the Company of A$5,000.

               There are no written agreements between the
       Company or its subsidiary and Chapman International
       Pty. Ltd.  There is an understanding, however, that
       Chapman International Pty. Ltd. will provide
       management and marketing services for the Company.
       Chapman International Pty. Ltd. has no legal recourse
       to enforce any understanding between it and the
       Company for use of its services and the Company could
       determine to use alternate sources for management and
       marketing services.

       CUSTOMERS

               The Company has entered into a Supply and
       License Agreement with Air Europa whereby the Company
       licensed the hardware, software and the operating
       systems to Air Europa and installed the ASI-9000
       Program utilizing the CMA-3200 computer platform on
       two  B737-300 aircraft and seven  B757-200 aircraft.
       The contract includes an option  to install the ACAMS
       II Cabin Management and Communications System on  an
       additional twelve  B737's and two  B767's.  The ACAMS
       II system is a second generation ACAMS  not yet in
       production and the option will only be  viable if Air
       Europa  installs a data communications link on its
       aircraft.

               Pursuant to the current agreement with Air
       Europa, the Company, through its subsidiary ASIE,
       receives a license fee of $3,625 per calendar month
       and a maintenance fee of approximately $1,875 for each
       installed ASI-9000 Program from the advertising
       revenues received from the systems.  If insufficient
       advertising funds are received to cover the license
       and maintenance fees, the Company absorbs the
       shortfall.  Air Europe receives any amounts over the
       $3,625 license fee and $1,875 maintenance fee (after
       deduction of any direct costs, including payment of
       commissions, if any, to any media sales
       representatives).

               The license for each  ASI-9000 Program unit
       lasts five years and upon expiration of such term, the
       hardware will belong to Air Europa but Air Europa will
       not acquire any rights  to the  software or operating
       systems.

               The Company anticipates that agreements with
       future customers will not include a set monthly
       licensing fee but will provide that the Company retain
       the revenues generated from  advertisers and sponsors
       from which it will pay sales commissions and expenses.
        There can be no assurance that the Company will be
       able to reach such agreements with any future
       customers.

       COMPETITION

               The Company competes for both advertising
       space and provision of equipment to airlines.  The
       Company believes that it operates in a market niche
       where there are no other companies providing both the
       same product with a similar price structure.  The
       Company believes, however, that the market for
       technologically advanced in-flight entertainment and
       communications systems is emerging and that
       competition to provide such services to the airlines
       will be intense.  The Company is aware of several
       other companies that provide systems that compete with
       the ASI-9000 Program , some of which have been
       installed on aircraft.  Most of these competitors have
       substantial greater financial and other resources than
       the Company and, accordingly, may have a significant
       competitive advantage over the Company.  The Company's
       principal competitors include B/E Aerospace,Inc.,
       Hughes Avicom International,  Inc. (recently purchased
       by Rockwell), Matsushita Avionics Systems Corporation
       and Sony Trans Com.  The Company is also aware of
       several other companies that are developing in-flight
       entertainment systems or seeking joint ventures in the
       field.

               The Company believes it will compete with
       other companies based on the company's marketing plan
       that requires only nominal capital expenditures from
       the airline.  The Company also believes that it will
       compete by targeting airlines that will be attracted
       to this structure which allows the airline to provide
       more customer service at little cost to the airline.
       The Company believes that most of the Company's
       competitors are producing more technologically
       advanced entertainment systems but at a far greater
       expense to the airline both in the cost of the
       entertainment system itself and in the operating cost
       due to the extra weight of these in-flight systems.

               Because the Company's marketing plan requires
       that the Company purchase, produce and install the
       ASI-9000 at  its own expense rather than at the
       expense of customer airlines, the initial costs to the
       Company will be significantly greater than the costs
       incurred by the Company's competitors who charge the
       airlines for the purchase and installation of similar
       equipment.  The Company also incurs the maintenance
       costs with the systems once installed and operational.
        There is no assurance that the Company will have the
       funds necessary to produce, purchase and install the
       equipment once customer airlines are identified.  The
       Company anticipates that in the event that it does not
        have sufficient funds to meet the initial expenses of
       production and installation of the ASI-9000, it will
       attempt to negotiate a revenue-sharing partnership
       with vendors of the equipment or with the airlines.

               There is no assurance that its competitors
       will not offer services similar to the Company's with
       a similar business plan.  Nor is there an assurance
       that passengers and airlines will not demand more
       technologically advanced entertainment products or
       that the Company will be able to compete with other
       more established sources for advertising.

       EMPLOYEES

               The Company is managed by Ronald Chapman in
       his capacity as President and Chief Executive Officer
       and Philip Shiels in his capacity as Vice President
       and Chief Financial Officer.  The Company currently
       has no employees.

       AGREEMENTS WITH ASIT AUSTRALIA

               By an agreement of January 9, 1996, ASI
       Entertainment Pty. Ltd. (prior to becoming a
       subsidiary of the Company) purchased from ASI
       Technologies Pty. Ltd. ("ASIT Australia") for the
       purchase price of A$1,200,000, among other items, 40
       outstanding shares of ASI Media Pty. Ltd., 40 Units in
       the ASI Media Unit Trust, the intellectual property of
       the ASI-9000 Program, and all rights contained in an
       exclusive Reseller Agreement of January 1, 1996, for
       the ACAMS II Cabin Management and Communications
       System.  The purchase price was paid by the issuance
       of 12,000,000 shares of ASI Entertainment Pty. Ltd.
       common stock.  The exclusive Reseller Agreement
       provides, among other matters, that ASI Entertainment
       Pty. Ltd. shall have the sole and exclusive right on a
       world wide basis to purchase ACAMS terminals from ASI
       Australia for use in the ASI-9000 at $30,000 each, or
       such lesser price as mutually agreed from time to
       time, and that ASI Australia shall provide all
       necessary technical support services, including
       training, to ASI Entertainment Pty Ltd. or its
       customers in regard to such terminals.  The Reseller
       Agreement has a term of 5 years from the date of
       execution (January 9, 1996) with an automatic 5 year
       renewal at the option of ASI Entertainment Pty. Ltd.

               By an agreement of December 16, 1996, ASI
       Entertainment Pty. Ltd. (prior to becoming a
       subsidiary of the Company) purchased from ASIT
       Australia for the purchase price of A$527,980, the
       hardware and equipment, including aircraft
       certification on the Boeing 737 and Boeing 757,
       relating to the Passenger Video Systems which had been
       installed on certain aircraft operated by Air Europa
       including 9 moving map displays (the CMA 3200), 9
       cabin control units, 9 installation kits and 8 Sony
       8.6" monitors. The purchase price was paid by the
       issuance of 5,279,800 shares of ASI Entertainment Pty.
       Ltd common stock.

               ASI Entertainment Pty. Ltd. is a wholly-owned
       subsidiary of the Company.  The officers and directors
       of ASI Entertainment Pty. Ltd. are Ronald J. Chapman,
       President and a director of the Company, Graham O.
       Chappell, a director of the Company, and Philip A.
       Shiels, Chief Financial Officer.

       ASI MEDIA PTY. LTD.

               By a Deed of Trust of January 1, 1992, the ASI
       Media Unit Trust was created ("ASIM Trust") for which
       ASI Media Pty. Ltd. ("ASIM") acted as trustee.  The
       use of a "unit trust" entity in Australian is similar
       to a joint venture partnership agreement as used in
       the United States.  By agreement between ASIM and ASI
       Entertainment Pty. Ltd. of February 21, 1996 (the
       "Media Agreement"), ASIM had the right to obtain and
       sell the advertising and receive the revenues from the
       ASI Entertainment Pty. Ltd. systems.  As a
       consequence, the beneficiaries of the ASIM Trust,
       including ASI Entertainment Pty. Ltd. , and an
       unrelated independent company (Vision, Inc.), and an
       Australian public company (Australian Authorised
       Investments, Ltd.), were entitled to receive the such
       proceeds from the advertising and sponsorship of ASI
       Entertainment Pty. Ltd. services.  By agreement of
       October 9, 1997, ASI Entertainment  Pty. Ltd. acquired
       for a purchase price of A$500,000 all of ASIM's right,
       title and interest to the Media Agreement and the
       Media Agreement was canceled and voided.  The purchase
       price was paid by distribution of 3,000,000 shares
       (valued at $.10 per share) to all the beneficiaries of
       the ASIM Trust except ASI Entertainment Pty. Ltd.  No
       distribution of shares was made to ASI Entertainment
       Pty. Ltd. in its capacity as a Unit holder because
       holding shares in itself is not permitted by Australia
       corporate law.  ASIM is a wholly-owned subsidiary of
       the Company.  The officers and directors of ASIM are
       Ronald J. Chapman, director and secretary, and Graham
       O. Chappell, director.

       GUARANTEES

               The suppliers used by the Company, CMC,
       Hollingsead and ASI Australia, typically warrant their
       products for three years.  At the end of three years,
       repairs are made on a time and material basis.

       INDUSTRY OVERVIEW

               The following information was derived from
       reports of the World Airlines Entertainment
       Association Airlines at www.waea.com and the Airbus
       Industries 1998 Global Market Forecast of April 1998.

               Airlines spent 15% more in 1997 than in 1996
       on in-flight entertainment.  This increase was due to
       a continuing increase in the number of wide-body
       aircraft installation, a new trend in retrofitting
       narrow body aircraft with in-flight entertainment
       systems, a continuing increase in demand for
       programing due to more in-flight entertainment
       aircraft and more "multi-channel" video systems, and a
       trend toward more telephone-equipped aircraft and more
       telephone units per aircraft.

               In 1998, it is predicted that there will be
       demand for over 16,700 jetliners of more than 70 seats
       to satisfy an average traffic growth of 5 percent per
       annum and replace some 8,500 aging aircraft.
       Passenger traffic growth has been predicted at 4.9%
       annually over the next 20 years.  To meet this growth,
       airlines are expected to add over 17,500 aircraft
       worth more than $1.1 trillion to the existing fleets.
       Approximately half of new aircraft deliveries are
       expected to be wide body, long-haul aircraft that the
       Company believes may represent a market for the
       ASI-9000 Program.

               Due to the high levels of capacity the
       airlines are experiencing, many airlines opt to invest
       capital in purchasing new aircraft rather than
       upgrading existing airplanes.  The current industry
       trend in allocating capital primarily to acquiring new
       aircraft should not affect the Company because the
       installation of the Company's product requires little
       or no capital outlay from the airline.  The Company
       installs its systems at nominal cost to the airline
       with the goal of acquiring revenues from the sale of
       advertising space.


                       PLAN OF OPERATION

       OVERVIEW

               The Company is a development stage company
       formed to offer to commercial airlines its ASI-9000
       Program which provides system integration, airline
       efficiencies, crew and passenger communications,
       passenger information and entertainment, and
       value-added services tailored to its respective airline
       customers' requests.

               The Company has a very low cost structure as it
       has no employees other than its two officers which are
       paid a monthly retainer and does not maintain any
       manufacturing or production operations.  The Company
       utilizes office space, without charge, from a company
       beneficially owned by its President, Ronald Chapman.
       The Company pays commissions to media sales
       representatives only from revenues received from the
       contracts which they place.  Because of such low cost
       structure, the Company anticipates that the proceeds
       from earlier stock subscriptions, revenues from any
       exercise of the Options, anticipated revenues from
       operations, and proceeds available from its suppliers
       will be sufficient to meet the Company's contemplated
       operating and capital requirements for approximately 12
       months following the Effective Date.

       RESULTS AND PLAN OF OPERATIONS

               The Company has suffered losses from
       operations.  The Company had accumulated losses of
       $722,333 at March 31, 1999. The Company may be required to make
       significant additional expenditures in connection with
       the development of the ASI-9000 and its marketing.  The
       Company's ability to continue its operations is
       dependent upon its receiving funds through its
       anticipated sources of financing including exercise of
       the Options, revenues from operations, and proceeds
       available from its suppliers.  However, the Company may
       be required to raise additional capital through debt or
       equity financing.

               The Company's ASI-9000 Program evolved from
       seven years of development.  The CMA-3200 was
       originally installed by ASIT Australia and Canadian
       Marconi Company ("CMC") on Hawaiian Airlines as part of
       a start up plan with the goal of testing the product's
       commercial viability.  The test program was carried out
       in conjunction with CMC and Hollingsead International,
       Inc., a manufacturer of after market video systems.
       ASIT Australia mounted its software on CMC's CMA-3200
       multi media computer equipment which was installed
       together with Hollingsead's video equipment on three
       Hawaiian aircraft.

               ASIT Australia equipped three aircraft operated
       by Hawaiian Airlines at a cost of $180,000 per aircraft
       but was unable to equip the remaining ten aircraft as
       ASIT Australia was unable to finance the purchase and
       installation price of $50,000 per aircraft of the video
       equipment charged by Hollingsead International, Inc.
       ASIT Australia had secured 14 advertisers for the video
       program based on air time on all 13 aircraft .  Because
       the ASIT Australia was unable to equip all 13 aircraft
       with the video system, it was unable to receive funds
       from the advertisers for air time on  just three
       aircraft.  ASIT Australia had intended the Hawaiian
       Airlines project to be a test program of its
       "infotainment" program, to prove its feasibility and to
       showcase its potential to advertisers.  The Company is
       not currently involved in the installation of any of
       its equipment on Hawaiian Airlines.

                The Company acquired the CMA-3200 from ASIT
       Australia for an aggregate of A$527,980 and installed
       nine CMA-3200 units on aircraft operated by Air Europa.
        From July 1, 1997 to December 31, 1997 (the first six
       months of operations), the Company has received
       approximately $30,000 in revenues generated from the
       equipment on the Air Europa aircraft.  The Company has
       obtained five major advertisers for air time on the Air
       Europa system.

               While the Company intends to provide the
       ASI-9000 Program utilizing the ACAMS II for its future
       contracts, the Company's present contracts have been
       filled by mounting the software on the CMA-3200
       manufactured by CMC.  The Company does not currently
       have any additional contracts for the installation of
       the ASI-9000.

               The Company intends to use future revenues, if
       any, for the purchase of ASI-9000 Program units to be
       installed on its current and future customer airlines
       and for capital expenditures and working capital for
       its proposed operations, and certain fees, costs and
       expenses associated with this offering.

       COMPARISON OF THREE MONTH PERIOD ENDED MARCH 31, 1998 AND
       THE THREE MONTH PERIOD ENDED MARCH 31, 1999

             The Company made no sales and received no revenues
       for the three month period ending March 31, 1999 compared
       to revenues of $7,189 for the three month period ending
       March 31, 1998 pending reinstallation of the Company's
       equipment in new Air Europa aircraft.

             Net losses decreased from $107,825 in the three month
       period ending March 31, 1998, to $72,465 for the three month
       period ending March 31, 1999, primarily as a result of a
       decrease in expenses and cost of sales.

            Expenses decreased from $111,420 for the three month period
       ending March 31, 1998 to $72,465 for the three month period
       ending March 31, 1999 primarily due to a reduction in travel
       and offering costs.

       LIQUIDITY AND CAPITAL RESOURCES

               The Company has used the proceeds from the sale
       of the securities of ASI Entertainment Pty. Ltd. (prior
       to becoming a subsidiary) for payment of operating
       costs to date.  The Company has received approximately
       $45,000 in revenues from its Air Europa contract over
       the past fiscal year ended June 30, 1998.   The Company
       has entered into a license fee arrangement with Air
       Europa of $3,625 per calendar month for each ASI-9000
       Program installed on its aircraft from the advertising
       revenues received from that system.  If insufficient
       advertising funds are received to cover the license fee
       the Company absorbs the shortfall.  Air Europe
       receives any amounts over the $3,625 license fee (after
       deduction of any direct costs, including payment of
       commissions, if any, to any media sales
       representatives).  The Company anticipates such
       revenues to increase as the Company expands the
       development of its available operations including
       additional ground communication and other services.  During
       the period from January 1, 1999 to March 31, 1999, Air
       Europa was transferring the Company's equipment to different
       aircraft and no revenues were received.  The Company anticipates
       revenues to recommence on completion of such reinstallation.

            The Company's cash and cash equivalents was reduced from
       $48,832 for the three month period ending March 31, 1998 to
       $1,673 for the three month period ending March 31, 1999 primarily
       as a result of a reduction in capital subscriptions and an
       advance from an affiliate.

             The Company had a net loss of $72,465 (unaudited) from
       operating activities for the period January 1, 1999 to March 31,
       1999 primarily consisting of compensation to officers, depreciation
       and amortization.  The net loss from operating activities for
       such period was less than the net loss from operating activities
       for the period January 1, 1998 to March 31, 1998 primarily as
       a result in a reduction of offering costs and travel.  The
       Company had no revenues for the three months ending March 31,
       1999 as the revenue generated from the Air Europa contract was
       suspended while the ASI-9000 Programs were reinstalled on
       different Air Europa aircraft.

            The cash flow of the Company from financing activities
       for the three months ending March 31, 1999 was from
       the receipt of outstanding capital subscription and an advance
       from an affiliate.

            The Company had no cash flow from investing activities for
       the period January 1, 1999 to March 31, 1999.

            The Company's marketing plan anticipates that the Company will
       install and maintain the ASI-9000 on commercial airlines with little
       or no cost to the airline.  The Company will receive revenues from the
       sale of the advertising space available on the video
       and audio programs as well as other forms as developed.
       This marketing plan  requires significant initial
       capital from the Company for the production,
       acquisition, installation and maintenance of the
       ASI-9000 Program possibly before any revenues are
       received from the sale of the advertising space.  The
       Company may not have sufficient funds to purchase or
       install the equipment in which case the Company will
       have to seek additional capital.  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.  The
       Company may also attempt to negotiate with vendors or
       customer airlines revenue sharing arrangements by which
       the Company will share the advertising revenue if the
       vendor  or customer airline provide capital for the
       equipment.

               The Company purchases from ASIT Australia
       either the CMA-3200 hardware at $25,000 per unit or the
       ACAMS II hardware at $30,000 per unit.  The Company
       subcontracts for the production of the ASI-9000
       integration technology.  The cost to the Company for
       installation of the ASI-9000 excluding the hardware is
       approximately $5,000 per aircraft on for a installation
       unit like those installed on the Air Europa aircraft
       per unit and up to $10,000 where the communications
       link is involved.

               The Company has no commitments for capital
       expenditures in the near future.  The Company purchases
       or subcontracts (on an per item basis) for the ASI-9000
       and installation integration technology.  The Company
       will need to pay the expenses of the installation of
       the ASI-9000.  When the Company enters into contracts
       for the ASI-9000 it will contract with ASIT Australia
       for purchase of the equipment and then contract for the
       integration technology.

       GOING CONCERN QUESTION

             The financial statements appearing elsewhere in this
       prospectus 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.  On July 1,
       1998, the Company acquired 100% of ASI Entertainment Pty Ltd.,
       ("ASIE") an Australian corporation.  ASIE has accumulated losses
       of approximately $722,000 at March 31, 1999 and will be required
       to make significant expenditures in connection with continuing
       engineering and marketing efforts along with general and administrative
       expenses.  The Company's ability to continue its operations is
       dependent 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 subsequent to the acquisition,
       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.  The Company may also attempt to negotiate with vendors
       or customers, airline revenue sharing arrangements by which the
       Company will share the advertising revenue if the vendor or
       customer airline provides capital for the equipment.  Management
       believes that actions presently being taken to obtain additional
       funding provide the opportunity for the Company to continue as a
       going concern.

                              MANAGEMENT

       OFFICERS AND DIRECTORS

             The officers and directors of the Company are as
       follows:

               Name                      Title

               Ronald J. Chapman         President  and Director

               Graham O. Chappell        Director

               Philip A. Shiels          Vice President, Chief Financial
                                              Officer and Director

               Richard W. Mason           Director


               All directors of the Company hold office until
       the next annual meeting of shareholders or until their
       successors are elected and qualified.  At present, the
       Company's Bylaws provide for not less than one nor more
       than five directors.  Currently, there are four
       directors of the Company.  The Bylaws permit the Board
       of Directors to fill any vacancy and such director may
       serve until the next annual meeting of shareholders or
       until his successor is elected and qualified.  Officers
       serve at the discretion of the Board of Directors.

               The principal occupation and business
       experience for each officer and director of the
       Company, for at least the last five years are as follows:

               RONALD J.  CHAPMAN, 45, serves as President and
       a director of the Company.  Commencing in 1985, Mr.
       Chapman founded and remains the managing director of
       ASI Holdings Pty. Ltd., ASI Australia, ASI
       Entertainment Pty. Ltd., and ASI Media Pty. Ltd.   ASI
       Entertainment Pty. Ltd. and ASI Media Pty. Ltd. are
       subsidiaries of the Company.  Since inception, Mr
       Chapman has overseen the product development and
       coordinated the marketing for ASIT Australia.  Mr.
       Chapman is also managing director and the beneficial
       owner of 75% of Chapman International Pty Ltd., a
       shareholder of the Company.

               GRAHAM O. CHAPPELL, 53, has been a director of
       the Company since its inception and a director of ASIT
       Australia since 1987.  Mr. Chappell has worked in the
       aerospace industry for 30 years.  Since 1985, Mr.
       Chappell has operated as the principal of Chappell
       Salikin Weil Associates Pty. Ltd. ("Chappell Salikin"),
       Victoria, Australia, a private aviation trading and
       aerospace, technology and defense industries
       consultancy company.  Chappell Salikin has served as a
       consultant to ASIT Australia, ASI Holdings Pty. Ltd.
       and ASI Entertainment Pty. Ltd.  Mr. Chappell obtained
       a Diploma of Aeronautical Engineering degree from the
       Royal Melbourne Institute of Technology in 1968 and a
       Masters of Science (Air Transport Engineering) from
       Cranfield University in 1974.

               PHILIP A. SHIELS, 46, has been a director of
       the Company since 1996.  From 1992 to the present, Mr.
       Shiels has operated Shiels & Co., Victoria, Australia,
       a private consulting practice providing management and
       corporate advisory services.   Shiels & Co. has served
       as a consultant to ASIT Australia, ASI Holdings Pty.
       Ltd. and ASI Entertainment Pty. Ltd. since 1994.  Mr
       Shiels has served as the Director of Finance for ASI
       Holdings Pty. Ltd.  Mr. Shiels received a Bachelor of
       Business (Accountancy) Degree from the Royal Melbourne
       Institute of Technology in 1976.  Mr. Shiels has been
       an Associate Member of the Institute of Chartered
       Accountants in Australia since 1978.

               RICHARD W. MASON, 65, has been a director of
       the Company since June, 1998.  From 1989 through 1997,
       Mr.  Mason served as president of Global Aviation
       Associates, Inc.  From June, 1997 to the present, Mr.
       Mason served as chairman of the Board of Directors of
       Global Aviation Company, Aurora, Colorado.  Prior to
       forming Global Aviation, Mr. Mason held the position of
       Vice President of Combs Gates, Inc. (a subsidiary of
       Gates Learjet, Denver Colorado), a company with which
       he was associated twenty years.   From 1995 to present,
       Mr. Mason has served as vice president of Lasting
       Treasures Publishing Company, Houston, Texas, a music
       publishing company.

       REMUNERATION

               The Company does not intend to pay any officer
       or director annual compensation exceeding $100,000
       during the 12 months following incorporation of the
       Company.  The Company has not entered into any
       employment agreements with its executive officers or
       directors nor has it obtained any key-man life
       insurance.

               Each director is entitled to receive reasonable
       expenses incurred in attending meetings of the Board of
       Directors of the Company.  The members of the Board of
       Directors intend to meet at least quarterly during the
       Company's fiscal year, and at such other times duly
       called.  The Company presently has four directors.

               The following table sets forth the total
       compensation paid or accrued by the Company on behalf
       of the Chief Executive Officer and President of the
       Company during 1997.  No officer of the Company
       received a salary and bonus in excess of $100,000 for
       services rendered during the fiscal year ended June 30,
       1998:

                          SUMMARY COMPENSATION TABLE

                    FISCAL          ANNUAL COMPENSATION     OTHER COMPENSATION
                      YEAR          SALARY   BONUS/AWARDS        ALL OTHER
PRINCIPAL POSITION

Ronald Chapman       1997               0                    A$72,000 (1)

Philip Shiels        1997               0                    A$60,000 (1)

       (1) The Company paid Chapman International Pty. Ltd. a
       fee of A$112,000 for management services rendered by
       Messrs. Chapman and Shiels which fee was in turn paid
       to Messrs. Chapman and Shiels for services rendered to
       the Company for the fiscal year ended June 30, 1998.
       Mr. Chapman receives a monthly retainer for services to
       the Company of $6,000 and M. Shiels receives a monthly
       retainer for services to the Company of $5,000.

       INTERRELATIONSHIP OF ASI COMPANIES AND POSSIBLE
       CONFLICT OF INTEREST

               The Company purchases, and plans on purchasing
       in the future, the components for the ASI-9000 Program
       from ASIT Australia and subcontracts  the technical
       support services, including support for the ASI-9000
       Program software, development, video compressions and
       programming, to ASIT Australia and other companies.
       The Company has used and may use in the future the
       consulting services of Chappell Salikin Weil Associates
       Pty. Ltd. and Shiels & Co.

               There are no written agreements between the
       Company and either of Chappell Salikin Weil Associates
       Pty. Ltd. or Shiels & Co., but it is likely that the
       Company will use the services of these companies.
       Chappell Salikin Weil Associates Pty. Ltd.  is a
       private aviation trading and aerospace, technology and
       defense industries consultancy company.  Mr. Graham O.
       Chappell is a director of the Company.  Shiels & Co. is
       a private consulting practice providing management and
       corporate advisory services owned by Philip A. Shiels.
       Mr. Shiels is a director of the Company.

               Chapman International Pty. Ltd. has received
       payment of fees from ASI Entertainment Pty. Ltd on
       behalf of Ronald Chapman and Philip Shiels in their
       capacities as President and Vice President/Chief
       Financial Officer, respectively.  Chapman International
       Pty. Ltd.  is expected to provide the management
       services of Messrs. Chapman and Shiels to the Company
       in the future.  There are no written agreements between
       the Company or its subsidiary and Chapman International
       Pty. Ltd.  There is an understanding, however, that
       Chapman International Pty. Ltd. will provide management
       services for the Company.  Chapman International Pty.
       Ltd. has no legal recourse to enforce any understanding
       between it and the Company for use of its services and
       the Company could determine to use alternate sources
       for management and marketing services.

               Messrs. Ronald J. Chapman and Graham O.
       Chappell, officers and directors of the Company, are
       officers and directors of ASIT Australia.  The
       controlling shareholder of ASIT Australia is ASI
       Holdings Pty. Ltd. which, in turn, is controlled by
       Chapman International Pty. Ltd. of which Ronald J.
       Chapman is a 75% beneficial shareholder and Philip
       Shiels, Chief Financial Officer and a director of the
       Company, is a 25% shareholder.  Graham O. Chappell is
       the managing director and sole shareholder of Chappell
       Salikin Weil Associates Pty. Ltd. which is a 25%
       shareholder of ASIT Australia and a 20% shareholder of
       ASI Holdings Pty. Ltd.   Philip A. Shiels, Chief
       Financial Officer and a director of the Company, is the
       principal of Shiels & Co.

               Such officers and directors may be subject to
       various conflicts of interest, including among others,
       the negotiation of agreements between the Company and
       ASIT Australia and for the purchase of products and/or
       the provision of services.  The directors of the
       Company devote such time to the business and affairs of
       the Company as they deem required but each such
       director has other duties and responsibilities with
       ASIT Australia that may conflict with the time which
       might otherwise be devoted to the duties with the
       Company.

               The Company owns the ASI-9000 Program and the
       purchase rights to the ACAMS II through its
       wholly-owned subsidiary ASI Entertainment Pty. Ltd.  In
       July, 1998, the Company exchanged all the outstanding
       shares of common stock of ASI Entertainment Pty. Ltd.
       for 5,293,989 shares of the Company's Common Stock and
       exchanged, on a pro rata basis, all outstanding options
       to purchase stock of ASI Entertainment Pty. Ltd. for
       options to purchase Common Stock of the Company.  ASI
       Entertainment Pty. Ltd. is a wholly-owned subsidiary of
       the Company.  The officers and directors of ASI
       Entertainment Pty. Ltd. are Ronald J. Chapman,
       President and a director of the Company, Graham O.
       Chappell, a director of the Company, and Philip A.
       Shiels, Chief Financial Officer and a director of the
       Company.

               ASI Media Pty. Ltd. is wholly-owned subsidiary
       of the Company. Ronald J. Chapman and Graham O.
       Chappell are director and secretary and director of ASI
       Media Pty. Ltd., respectively.  See "BUSINESS".

       RESEARCH TRUSTS

               Ronald Chapman, President and a director of the
       Company, holds a power of attorney for the trustee of
       Research No. 1 Trust, a trust formed for the purposes
       of holding shares and investments.  Pursuant to the
       terms of the trust, the beneficiaries of the trust may
       be selected from time to time by the trustee.  Research
       No. 1 Trust holds 850,000 Shares and Options to
       purchase 1,100,000 shares of Common Stock.  Research
       No. 1 Trust is a Selling Securityholder.

               Philip A. Shiels, Chief Financial Officer and a
       director of the Company, holds a power of attorney for
       the trustee of Research No. 2 Trust, a trust formed for
       the purposes of holding shares and investments.
       Pursuant to the terms of the trust, the beneficiaries
       of the trust may be selected from time to time by the
       trustee.  Research No. 2 Trust holds 250,000 Shares and
       Options to purchase 250,000 shares of Common Stock.
       Research No. 2 Trust is a Selling Securityholder.

       INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
       AGENTS

               The Certificate of Incorporation and Bylaws of
       the Company provide that the Company shall, to the
       fullest extent permitted by applicable law, as amended
       from time to time, indemnify all directors of the
       Company, as well as any officers or employees of the
       Company to whom the Company has agreed to grant
       indemnification.

               Section 145 of the Delaware General Corporation
       Law ("DGCL") empowers a corporation to indemnify its
       directors and officers and to purchase insurance with
       respect to liability arising out of their capacity or
       status as directors and officers provided that this
       provision shall not eliminate or limit the liability of
       a director (i) for any breach of the director's duty of
       loyalty to the corporation or its stockholders, (ii)
       for acts or omissions not in good faith or which
       involve intentional misconduct or a knowing violation
       of law, (iii) arising under Section 174 of the Delaware
       General Corporation Law, or (iv) for any transaction
       from which the director derived an improper personal
       benefit.

               The Delaware General Corporation Law provides
       further that the indemnification permitted thereunder
       shall not be deemed exclusive of any other rights to
       which the directors and officers may be entitled under
       the corporation's by-laws, any agreement, vote of
       shareholders or otherwise.

               The effect of the foregoing is to require the
       Company to indemnify the officers and directors of the
       Company for any claim arising against such persons in
       their official capacities if such person acted in good
       faith and in a manner that he reasonably believed to be
       in or not opposed to the best interests of the
       corporation, and, with respect to any criminal action
       or proceeding, had no reasonable cause to believe his
       conduct was unlawful.

       INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING
       UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE
       PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING
       THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS
       THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION
       THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
       EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.


                       SECURITY OWNERSHIP OF CERTAIN
                      BENEFICIAL OWNERS AND MANAGEMENT

               The following table sets forth certain
       information as of the Effective Date of this Prospectus
       regarding the beneficial ownership of the Company's
       Common Stock by each officer and director of the
       Company and by each person who owns in excess of five
       percent of the Company's Common Stock giving effect to the
       exercise of warrants or options held by the named securityholder.

                          Shares of Common Stock    Percentage of Shares
Name, Position            Beneficially Owned          of Class Owned
and Address                                        Prior to         After
                                                   Offering(1)    Offering(2)

Ronald J. Chapman (3)             3,766,587           50.3%           41.3%
President and director
160 Silvan Road, Wattle Glen
Victoria 3096 Australia

Graham O. Chappell (4)            1,293,412            20.3%          19.6%
Director
5 Marine Parade, Suite 2
St.  Kilda, Victoria,
Australia 3148

Philip A. Shiels (5)                500,000               8.3%          8.3%
Chief Financial Officer and director
39 Alta Street
Canterbury, Victoria 3126,
Australia

Richard W. Mason                          0               0%             0%
Director
3430 S. Nucla Way
Aurora, Colorado 80013

Chapman International
  Pty. Ltd. (6)                     950,000               15.2%        15.2%
160 Silvan Road
Wattle Glen, Victoria,
Australia 3096

ASI Technologies Pty.Ltd.(7)        616,575               10.7%          0%
("ASIT Australia)
3/1601 Main Road
Research, Victoria Australia

Research No.  1 Trust (8)         1,950,000              28.4%         28.4%
4th Floor
136 Broadway, Newmarket
Auckland 1 New Zealand

Wardour Consultants Ltd. (9)      1,562,500              24.0%          0%
Nine Queens Road
Suite 605-6
Central, Hong Kong

Swiss Time Australia
Pty. Ltd. (10)                      537,500              10.8%           0%
2C Dudley Street
Brighton, Victoria,
 Australia 3186

Research No. 2 Trust (11)           500,000               8.3%          8.3%
4th Floor
136 Broadway, Newmarket
Auckland 1 New Zealand

Heatherwood Pty. Ltd. (12)          442,006               7.6%           0%
16 Severn Street
Moonee Ponds,  Victoria 3039 Australia

Pierce Mill Associates, Inc. (13)   417,189               7.2%            0%
1504 R Street N.W.
Washington, D.C. 20009

Maxwell Grant Productions
Pty Ltd.(14)                        337,500                5.6%           0%
P.O. Box 103
Burnley, Victoria, Australia 3121

Vision, Inc.(15)                    312,500                5.4%           0%
c/o Tramontana Accountants
Level 1 501 LaTrobe Street
Melbourne, Australia 3000

All the officers and directors    5,559,999               66.5%         57.9%
as a group (4 persons)

(1)      Assumes 5,754,337 shares of Common Stock outstanding and assumes
           exercise of options held by named securityholder.
(2)      Assumes sale of all the Securities offered by the Selling
          Securityholders.
(3)      Ronald J. Chapman, President and a director of
          the Company, owns 125,006 shares directly (of which
          62,500 are registered herein) and
          is the managing director (president) and
          majority shareholder of Chapman International
          Pty. Ltd., and may  be considered the
          beneficial owner of the 450,000 Shares owned
          by it.  Chapman International Pty. Ltd. is the
          controlling shareholder of ASIT Australia
          which owns 616,575 Shares (all of which are
          registered herein) and Mr. Chapman is
          the majority shareholder thereof and may be deemed
          to be the beneficial owner of such Shares.
          Mr. Chapman holds the power of attorney for
          the trustee of the Research No. 1 Trust which
          holds 850,000 Shares.  The listed share
          holdings also include the Options to purchase
          500,000 Option Shares held by Chapman
          International Pty. Ltd., Options to purchase
          125,006 Option Shares held directly by Mr.
          Chapman, and Options to purchase 1,100,000
          Options Shares held by the Research No. 1 Trust.
(4)     Graham O. Chappell, a director of the Company,
          is the managing director (president) and sole
          shareholder of Chappell Salikin Weil Associates
          Pty. Ltd. and is considered the beneficial
          owner of the 625,006 Shares and 625,006 Option
          Shares held by it.  Mr. Chappell is the sole
          shareholder of International Aviation Services
          Pty. Ltd. which owns 43,400 shares (all of which
          are registered herein) of which Mr.
          Chappell is considered the beneficial owner.
          Chappell Salikin Weil Associates Pty. Ltd. is
          20% shareholder of ASI Holdings Pty. Ltd. which
          holds 61.5% of ASIT Australia.  Mr. Chappell is
          not deemed to be a beneficial holder thereof.
(5)     Philip A. Shiels, Chief Financial Officer and a
          director of the Company, holds the power of
          attorney for the trustee of the Research No. 2
          Trust which holds 250,000 Shares and 250,000
          Options. Mr. Shiels is a 25% shareholder of
          Chapman International Pty. Ltd. which owns 55%
          of ASI Holdings Pty. Ltd. which, in turn, holds
          61.5% of ASIT Australia.  Mr. Shiels is not
          deemed to be a beneficial owner thereof.
(6)     Includes 450,000 Shares and 500,000 Options.
          Ronald J. Chapman, President and a director of
          the Company is the managing director
          (president) and majority shareholder of Chapman
          International Pty. Ltd., and Philip A. Shiels,
          Chief Financial Officer and a director of the
          Company, is a 25% shareholder of Chapman
          International Pty. Ltd.
(7)     ASIT Technologies is owned 61.5% by ASI
          Holdings Pty. Ltd., 25% by Chappell Salikin
          Weil Associates Pty. Ltd. and the remainder by
          two unaffiliated entities.  ASI Holdings Pty.
          Ltd. is owned 55% by Chapman International Pty.
          (see preceding footnote), 20% by Chappell
          Salikin Weil Associates, and the remainder by
          unaffiliated entities.  Chappell Salikin Weil
          Associates is solely owned by Graham O.
          Chappell, a director of the Company.
(8)     Includes 850,000 Shares and 1,100,000 Options.
          Ronald J. Chapman, President and a director of
          the Company, holds the power of attorney for
          the trustee of the Research No. 1 Trust which
          holds 850,000 Shares.
(9)     Includes 812,500 Shares and 750,000 Options.
          Lim Tjoei Hoat is the beneficial owner of
          Wardour Consultants, an unrelated independent entity.
(10)    Includes 268,750 Shares and 268,750 Options.
          Eric van der Griend and Joanne van der Griend
          are the beneficial owners of Swiss Time Australia Pty. Ltd.,
          an unrelated independent entity.
(11)    Includes 250,000 Shares and 250,000 Options.
           Philip A. Shiels, Chief Financial Officer and a
           director of the Company, is the trustee and
           beneficial shareholder of the 250,000 Shares
           and 250,000 Options owned by Research No. 2 Trust.
(12)    Includes 217,003 Shares and 225,003 Options.
           Heatherwood Pty. Ltd. is the corporate trustee of
           The Traftrams Trust and is an unrelated independent entity.
(13)    Pierce Mill Associates, Inc. is an affiliate of
           Cassidy & Associates, the law firm which
           prepared this registration statement and of
           which James M. Cassidy is a principal.  James
           Cassidy is the sole shareholder of Pierce Mill
           Associates.  Mr. Cassidy owns 100% of Pierce
           Mill Associates and is principal of Cassidy &
           Associates, a Washington, D.C. securities law
           firm, and is considered the beneficial owner of
           the Shares issued to it.
(14)    Includes 106,250 Shares and 231,250 Options.
           Maxwell Grant is the beneficial owner of
           Maxwell Grant Productions Pty. Ltd., an
           unrelated independent entity.
(15)    Frank Flammea is the beneficial owner of
           Vision, Inc., an unrelated independent entity.

                           SELLING SECURITYHOLDERS

               The Company is registering for offer and sale
       by the 36 holders thereof (the "Selling
       Securityholders") (i) 3,516,825 shares of Common Stock
       held by Securityholders of the Company; (ii) 2,327,161
       options to purchase Company shares at $0.50 per share;
       and (iii) 2,327,161 shares of Common Stock issuable
       upon exercise of the Options.  The Selling
       Securityholders will offer their securities for sale on
       a continuous or delayed basis pursuant to Rule 415
       under the 1933 Act.  See "RISK FACTORS--Additional
       Shares Entering Public Market without Additional
       Capital Pursuant to Rule 144" and "Selling
       Securityholders May Sell Shares at any Price or Time."

               The Company is applying for admission to the
       NASD OTC Bulletin Board for the Shares; however, there
       can be no assurance that the Shares will be  accepted
       for quotation thereon.  See "RISK FACTORS--No Current
       Trading Market for the Company's Securities" and
       "DESCRIPTION OF SECURITIES--Admission to Quotation to
       Nasdaq SmallCap Market and Bulletin Board"

               All of the Selling Securityholders Securities
       registered hereby will become tradeable and/or
       exercisable on the Effective Date of the Registration
       Statement of which this Prospectus is a part.

               The following table sets forth the beneficial
       ownership of the Securities of the Company held by each
       person who is a Selling Securityholder and by all
       Selling Securityholders as a group.

       NAME AND ADDRESS OF                              PERCENT OF STOCK OWNED
       BENEFICIAL OWNER      COMMON STOCK    OPTIONS    PRIOR TO     AFTER
                                                       OFFERING(1)  OFFERING(2)
  Chapman International
   Pty. Ltd.(3)                 450,000        500,000       7.8%       7.8%
  160 Silvan Road, Wattle Glen
  Victoria, Australia 3096

  Ronald J. & P. Chapman(4)     125,006        125,006       2.2%        1.1%
  160 Silvan Road, Wattle Glen
  Victoria, Australia 3096

  Chappell Salikin Weil(5)      625,006        625,006       10.9%      10.9%
  Associates Pty.  Ltd
  2/5 Marine Parade, St. Kilda
  Victoria, Australia 3182

  Albesda Pty.  Ltd. (6)          12,500        12,500        0.2%        0%
  54 Mathoura Road
  Toorak, Victoria, 3142
  Australia

  ASI Technologies Pty.Ltd(7)    616,575             0       10.7%        0%
  3/1601 Main Road
  Research, Victoria
  Australia 3095

  Australian Authorised          103,125             0        1.8%         0%
  Investments Ltd (8)
  Level 42 Gateway 1
  Macquarie Place
  Sydney, 2000 Australia

  Avmar Pty. Ltd (9)                    0      125,000          0%         0%
  PO Box 760
  Malanda, Queensland, 4885
  Australia

  Karen Boag                         3,125      12,500          *          0%
  35 Emu Creek Road
  Sunbruy VIC 3429 Australia

  Wolfgang Borner                    20,625     20,625          *          0%
  Kirchenstrasse 44D-81675
  Munich, Germany

  Capital General
      Corporation  Ltd.(10)         43,158      43,158           *         0%
  Level 44 Rialto South Tower
  525 Collins Street
  Melbourne Victoria 3000 Australia

  Beverly  & David Chalmers         18,750      18,750           *         0%
  2 Lorimer Road, Wattle Glen
  Victoria 3096 Australia

  David  Chalmers                   50,000           0           *         0%
  PO Box 1086
  Research, Victoria 3095  Australia

  Charles Chan Lum Chow             75,000      75,000          1.3%       0%
  c/o 108 Robinson Road
  Mid-Level Hong Kong

  Dallas George Clarke                    0    187,500            0%       0%
  18 Roma Street
  Ferntree Gully, Victoria 3158
  Australia

   Nona Cole                         18,750     18,750            *        0%
   33 Flinders Parade
   Barwon Heads, Victoria, 3227
   Australia

   Noel Dickinson                     3,125           0           *        0%
   10 Tunley Close
   Endeavor Hills, VIC 3802 Australia

   Kyi Ung Dzung                     53,125      53,125            *        0%
   Malham, Oval Way
   Gerrards Cross Bucks SL9 8QD
   United Kingdom

   Robert Garner                      3,125      12,500            *       0%
   23 Wandana Crescent
   Mooroolbark, VIC 3138 Australia

   Heatherwood Pty.Ltd.(11)         217,003     225,003           3.7%     0%
   16 Severn Street
   Moonee Ponds,
   Victoria 3039 Australia

   Instil Enterprises PtyLtd(12)    62,500        62,500          1.1%     0%
   Ground Floor
   50 Hindmarsh Square
   Adelaide, 5000
   Australia

   International Aviation
     Services Pty.Ltd. (13)        43,400              0             *     0%
   2/5 Marine Parade, St.  Kilda
   Victoria, Australia 3182

   Darren Jones                     1,875          6,250             *      0%
   Lot 9 Whittakers Lane
   Riddells Crek, VIC 3431 Australia

   Isobel Jones                     3,750         18,750            *       0%
   Lot 9 Whittakers Lane
   Riddells Creek, VIC 3431 Australia

   Helen Just                       8,000              0            *      0%
   27 Rathmines Road
   Hawthorn, Victoria 3122 Australia

   Mark Lawrence                    3,750         12,500            *      0%
   57 Blamey Street
   East Bentleigh, VIC 3165 Australia

   Maxwell Grant
    Productions Pty. Ltd.(14)     106,250        231,250           1.8%    0%
   P.O. Box 103
   Burnley, Victoria 3121
   Australia

   Ng Kian Fong                     5,250          5,250            *      0%
   105 Cecil Street, Level 8
   The Octagon, Singapore 0106

    Pierce Mill
       Associates,Inc.(15)        417,189              0          7.2%    0%
    1504 R Street N.W.
    Washington, D.C. 20009

    Research Trust No. 1(16)      850,000       1,100,000        14.8%  14.8%
    4th Floor
    136 Broadway, Newmarket
    Auckland 1 New Zealand

    Research Trust No. 2 (17)     250,000         250,000        4.3%   4.3%
    4th Floor
    136 Broadway, Newmarket
    Auckland 1 New Zealand

    Lee Revell                      3,125               0          *      0%
    8 Gracefield Court
    Hoppers Crossing, VIC 3029 Australia

    Swiss Time Australia
     Pty.  Ltd. (18)              268,750          268,750       4.7%     0%
    2C Dudley Street
    Brighton, Victoria 3186
    Australia

    Irene Tcheng                   75,000           75,000       1.3%     0%
    Malham, Oval Way
    Gerrards Cross Bucks SL9 8QD
    United Kingdom

    John Tcheng                    62,500           62,500       1.1%     0%
    Malham, Oval Way
    Gerrards Cross Bucks SL9 8QD
    United Kingdom

    Lesley Tcheng                  15,000           15,000         *     0%
    Malham, Oval Way
    Gerrards Cross Bucks SL9 8QD
    United Kingdom

    Victoria Tcheng                15,000           15,000         *      0%
    Malham, Oval Way
    Gerrards Cross Bucks SL9 8QD
    United Kingdom

    Vision, Inc. (19)             312,500               0          5.4%   0%
    c/o Tramontana Accountants
    Level 1 501 LaTrobe Street
    Melbourne, Australia,3000

    Wardour Consultants Ltd(20)    812,500        750,000         9.8%     0%
    Nine Queens Road
    Suite 605-6
    Central, Hong Kong
       ____________

               Less than1%.
       (1)     Assumes 5,754,337 shares of Common Stock
               outstanding.  Does not assume exercise of Options
               held by named securityholder.
       (2)      Assumes sale of all the Securities offered by
                the Selling Securityholders.  Does not assume
                exercise of Options held by named securityholder.
       (3)     Ronald J. Chapman, the President and a
                director of the Company, is the managing
                director (president) and controlling shareholder of
                the named securityholder and is considered the
                beneficial owner of the Shares and Options
                offered hereby.
       (4)     Of which 62,500 Shares are registered herein for
                sale by the named Selling Securityholder.
        (5)    Graham O. Chappell, a director of the Company,
               is the managing director (president) and sole
               shareholder of the named securityholder and is
               considered the beneficial owner of the Shares
               and Options offered hereby.
       (6)     Albesda Pty. Ltd. is an unrelated independent
               entity.
       (7)     ASIT Australia is controlled by ASI Holdings of
               which Chapman International Pty. Ltd. is the
               controlling shareholder which in turn is
               beneficially owned 75% by Ronald J. Chapman,
               President and a director of the Company, and
               25% by Philip Shiels, Chief Financial Officer
               and a director of the Company.  Chappell
               Salikin Weil Associates Pty., of which the sole
               shareholder is Graham O. Chappell, a director
               of the Company, is a 25% shareholder of ASIT
               Australia.
       (8)     Australian Authorised Investments Ltd. is an
               unrelated Australian public company.
       (9)     Avmar Pty. Ltd. is an unrelated independent
               entity.
       (10)     Capital General Corporation Ltd. is an
               unrelated independent entity.
       (11)    Heatherwood Pty. Ltd. is the corporate trustee of
                Traftrams Trust and is an unrelated
               independent entity.
       (12)    Instil Enterprises Pty. Ltd. is an unrelated
               independent entity.
       (13)    International Aviation Services Pty. Ltd. is
               owned by Graham Chappell, a director and
               shareholder of the Company.
       (14)    Maxwell Grant is the beneficial owner of
                Maxwell Grant Productions Pty. Ltd.,an
               unrelated independent entity.
       (15)    Pierce Mill Associates, Inc. is an affiliate of
               Cassidy & Associates, the law firm which
               prepared this registration statement and of
               which James M. Cassidy is a principal.  James
               Cassidy is the sole shareholder of Pierce Mill
               Associates.  Mr. Cassidy owns 100% of Pierce
               Mill Associates and is principal of Cassidy &
               Associates, a Washington, D.C. securities law
               firm, and is considered the beneficial owner of
               the shares of common stock of the Company
               issued to it.
       (16)    Ronald J. Chapman, President and a director of
               the Company, is the trustee and beneficial
               shareholder of the 850,000 Shares and 1,100,00
               Options owned by Research No. 1 Trust.
       (17)    Philip A. Shiels, Chief Financial Officer and a
               director of the Company, is the trustee and
               beneficial shareholder of the 250,000 Shares
               and 250,000 Options owned by Research No. 2 Trust.
       (18)    Eric van der Griend and Joanne van der Griend
               are the beneficial owners of Swiss Time Australia Pty. Ltd.,
               an unrelated independent entity.
       (19)    Frank Flammea is the beneficial owner of Vision, Inc.,
               an unrelated independent entity.
       (20)    Lim Tjoei Hoat is the beneficial owner of Wardour
               Consultants, an unrelated independent entity.

               In the event the Selling Securityholders
       receive payment for the sale of their securities, the
       Company will not receive any of the proceeds of such
       sales.  The Company is bearing all expenses in
       connection with the registration of the securities of
       the Selling Securityholders offered hereby.

               The Securities owned by the Selling
       Securityholders are being registered pursuant to Rule
       415 of the General Rules and Regulations of the
       Securities and Exchange Commission, which Rule pertains
       to delayed and continuous offerings and sales of
       securities.  In regard to the Securities offered under
       Rule 415, the Company has given certain undertakings in
       Part II of the Registration Statement of which this
       Prospectus is a part which, in general, commit the
       Company to keep this Prospectus current during any
       period in which offers or sales are made pursuant to
       Rule 415.


         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                The Company has purchased the intellectual
       property of the ASI-9000 from ASI Australia and has
       contracted to purchase the ACAMS II, when available,
       from ASIT Australia.  ASIT Australia provides
       maintenance and servicing of the ACAMS II equipment and
       the ASI-9000 technology.  Ronald J. Chapman, President
       and a director of the Company, controls Chapman
       International Pty. Ltd. which owns 55% of ASI Holdings
       Pty. Ltd. ASIT Australia which, in turn, owns 61.5% of
       ASI Australia.  Philip A. Shiels, Chief Financial
       Officer and a director of the Company, is a 25%
       shareholder of Chapman International Pty. Ltd.   Graham
       O. Chappell, a director of the Company, is the managing
       director (president) and sole shareholder of Chappell
       Salikin Weil Associates Pty. Ltd. which is a 20%
       shareholder of ASI Holdings Pty. Ltd. and 25%
       shareholder in ASIT Australia.

               Ronald Chapman, Graham Chappell, and Philip
       Shiels are directors of the Company and directors of
       the Company's subsidiaries ASI Entertainment Pty.  Ltd.
        ("ASIE Australia") and ASI Media Pty. Ltd.   Ronald
       Chapman and Graham Chappell are the directors and
       officers of ASIT Australia.

               Chapman International Pty. Ltd. will likely
       provide management services to the Company.  Ronald J.
       Chapman, President and a director of the Company, is
       the beneficial owner of 75% of Chapman International
       Pty. Ltd. and Philip A. Shiels, a director of the
       Company, is the owner of the remaining 25%.

               By an agreement of January 9, 1996, ASI
       Entertainment Pty. Ltd. (prior to becoming a subsidiary
       of the Company) purchased from ASI Technologies Pty.
       Ltd. ("ASIT Australia") for the purchase price of
       A$1,200,000, among other items, 40 outstanding shares
       of ASI Media Pty. Ltd., the intellectual property of
       the ASI-9000 Program, and all rights contained in the
       exclusive Reseller Agreement for the ACAMS II Cabin
       Management and Communications System.  The purchase
       price was paid by the issuance of 12,000,000 shares of
       ASI Entertainment Pty. Ltd. common stock.  The
       exclusive Reseller Agreement provides, among other
       matters, that ASI Entertainment Pty. Ltd. shall have
       the sole and exclusive right on a world wide basis to
       purchase ACAMS terminals from ASI Australia for use in
       the ASI-9000 at $30,000 each, or such lesser price as
       mutually agreed from time to time, and that ASI
       Australia shall provide all necessary technical support
       services, including training, to ASI Entertainment Pty
       Ltd. or its customers in regard to such terminals.  The
       Reseller Agreement has a term of 5 years from the date
       of execution (January 9, 1996) with an automatic 5 year
       renewal at the option of ASI Entertainment Pty. Ltd.

               By an agreement of December 16, 1996, ASI
       Entertainment Pty. Ltd. (prior to becoming a subsidiary
       of the Company) purchased from ASIT Australia for the
       purchase price of A$527,980, the hardware and
       equipment, including aircraft certification on the
       Boeing 737 and Boeing 757, relating to the Passenger
       Video Systems which had been installed on certain
       aircraft operated by Air Europa including 9 moving map
       displays (the CMA 3200), 9 cabin control units, 9
       installation kits and 8 Sony 8.6" monitors. The
       purchase price was paid by the issuance of 5,279,800
       shares of ASI Entertainment Pty. Ltd common stock.

               On September 30, 1997, ASI Entertainment Pty.
       Ltd. (prior to becoming a subsidiary of the Company)
       and ASIT Australia executed an agreement where ASI
       Entertainment Pty. Ltd. purchased certain
       communications systems and stocks, including but not
       limited to, 36 ACAMS I systems, two ACAMS II prototype
       systems, and 2 VI-4000 Satellite News Units, in
       exchange for a purchase price of A$1,500,000 payable by
       the issuance of 15,000,000 shares of common stock of
       ASI Entertainment Pty. Ltd. and options to acquire
       15,000,000 shares of ASI Entertainment Pty. Ltd. common
       stock for A$0.10 per share.  These shares were subsequently
       assigned by ASIT Australia to certain debtors in payment of
       outstanding liabilities owed by ASIT Australia.

                 On October 9, 1997, ASI Entertainment Pty.
       Ltd. (prior to becoming a subsidiary of the Company)
       and ASI Media Pty.  Ltd.  executed an agreement where
       ASI Entertainment Pty. Ltd. acquired for a purchase
       price of A$500,000 all of ASIM's right, title and
       interest to the Media Agreement and the Media Agreement
       was canceled and voided.  The purchase price was paid
       by distribution of 3,000,000 shares (valued at $.10 per
       share) to all the beneficiaries of the ASIM Trust
       except ASI Entertainment Pty. Ltd.  As a result,
       3,000,000 shares of ASI Entertainment Pty. Ltd. were
       issued to Vision, Inc.  and Australian Authorised
       Investments, Ltd. as the beneficiaries of the ASIM
       Trust.  See "BUSINESS--ASI Media Pty. Ltd."

               The Company has in the past and plans to
       continue in the future to purchase products and
       services from ASIT Australia.

                   DESCRIPTION OF SECURITIES

               The Company has authorized capital of
       100,000,000 shares of Common Stock, $.0001 par value,
       and 20,000,000 shares of preferred stock, $.0001 par
       value.  As of the date hereof, the Company has
       5,754,337 shares of Common Stock issued and outstanding
       and no shares of Preferred Stock outstanding.

       SHARES OF COMMONS STOCK

               The Company is not offering any shares of
       Common Stock in this registration statement.  The 36
       Selling Shareholders of the Company are registering an
       aggregate of 3,516,825 shares of  Common Stock for sale
       at price to be determined in the future.  The Company's
       Common Stock is considered  "penny stock" as that term
       is defined by the Securities and Exchange Commission.
       Special sales practice requirements apply to
       broker-dealers on sales of penny stocks.  The sales of
       the Company's Common Stock will be subject to such
       special rules.

               Holders of the Common Stock do not have
       preemptive rights to purchase additional shares of
       Common Stock or other subscription rights.  The Common
       Stock carries no conversion rights and is not subject
       to redemption or to any sinking fund provisions.  All
       shares of Common Stock are entitled to share equally in
       dividends from sources legally available therefor when,
       as and if declared by the Board of Directors and, upon
       liquidation or dissolution of the Company, whether
       voluntary or involuntary, to share equally in the
       assets of the Company available for distribution to
       stockholders.  All outstanding shares are validly
       authorized and issued, fully paid and nonassessable,
       and all shares to be sold and issued as contemplated
       hereby will be validly authorized and issued, fully
       paid and nonassessable.

               The Board of Directors is authorized to issue
       additional shares of Common Stock, not to exceed the
       amount authorized by the Company's Certificate of
       Incorporation, and to issue options for the purchase of
       such shares, on such terms and conditions and for such
       consideration as the Board may deem appropriate without
       further stockholder action.
       PENNY STOCK REGULATION

               Penny stocks generally are equity securities
       with a price of less than $5.00 per share other than
       securities registered on certain national securities
       exchanges or listed on the Nasdaq Stock Market,
       provided that current price and volume information with
       respect to transactions in such securities is provided
       by the exchange or system.  The "penny stock" rules
       impose additional sales practice requirements on
       broker-dealers who sell such securities to persons
       other than established customers and accredited
       investors (generally those with assets in excess of
       $1,000,000 or annual income exceeding $200,000 or
       $300,000 together with their spouse).  For transactions
       covered by these rules, the broker-dealer must make a
       special suitability determination for the purchase of
       such securities and have received the purchaser's
       written consent to the transaction prior to the
       purchase.  Additionally, for any transaction involving
       a penny stock, unless exempt, the rules require the
       delivery, prior to the transaction, of a disclosure
       schedule prescribed by the Commission relating to the
       penny stock market.  The broker-dealer also must
       disclose the commissions payable to both the
       broker-dealer and the registered representative and
       current quotations for the securities.  Finally,
       monthly statements must be sent disclosing recent price
       information on the limited market in penny stocks.
       Consequently, the "penny stock" rules may restrict the
       ability of broker-dealers to sell the Company's
       securities.  The foregoing required penny stock
       restrictions will not apply to the Company's securities
       if such securities reach and maintain a market price of
       $5.00 or greater.

       NONCUMULATIVE VOTING

               Each holder of Common Stock is entitled to one
       vote per share on all matters on which such
       stockholders are entitled to vote.  Shares of Common
       Stock do not have cumulative voting rights.  The
       holders of more than 50 percent of the shares voting
       for the election of directors can elect all the
       directors if they choose to do so and, in such event,
       the holders of the remaining shares will not be able to
       elect any person to the Board of Directors.

       PREFERRED STOCK

               The Company's Certificate of Incorporation
       authorize the issuance of 20,000,000 shares of
       Preferred Stock, $.0001 par value per share.  There has
       been no preferred stock designated and issued.  The
       designation of such issued Preferred Stock provides
       that each such share of Preferred Stock will have one
       vote on all matters on which shareholders are entitled
       to vote.

               In the case of the voluntary or involuntary
       liquidation, dissolution or winding up of the Company,
       holders of shares of Preferred Stock are entitled to
       receive the liquidation preference before any payment
       or distribution is made to the holders of Common Stock
       or any other series or class of the Company's stock
       hereafter issued that ranks junior as to liquidation
       rights to the Preferred Stock, but holders of the
       shares of the Preferred Stock will not be entitled to
       receive the liquidation preference of such shares until
       the liquidation preference of any other series or class
       of the Company's stock hereafter issued that ranks
       senior as to liquidation rights to the Preferred Stock
       ("senior liquidation stock") has been paid in full.
       The holders of Preferred Stock and all series or
       classes of the Company's stock hereafter issued that
       rank on a parity as to liquidation rights with the
       Preferred Stock are entitled to share ratable, in
       accordance with the respective preferential amounts
       payable on such stock, in any distribution (after
       payment of the liquidation preference of the senior
       liquidation stock) which is not sufficient to pay in
       full the aggregate of the amounts payable thereon.
       After payment in full of the liquidation preference of
       the shares of the Preferred Stock, the holders of such
       shares will not be entitled to any further
       participation in any distribution of assets by the
       Company.  Neither a consolidation or merger of the
       Company with another corporation, nor a sale or
       transfer of all or part of the Company's assets for
       cash, securities or other property will be considered a
       liquidation, dissolution or winding up of the Company.

               The Board of Directors is authorized to provide
       for the issuance of additional shares of Preferred
       Stock in series and, by filing a certificate pursuant
       to the applicable law of the State of Delaware, to
       establish from time to time the number of shares to be
       included in each such series, and to fix the
       designation, powers, preferences and rights of the
       shares of each such series and the qualifications,
       limitations or restrictions thereof without any further
       vote or action by the shareholders.  Any shares of
       Preferred Stock so issued would have priority over the
       Common Stock with respect to dividend or liquidation
       rights.  Any future issuance of Preferred Stock may
       have the effect of delaying, deferring or preventing a
       change in control of the Company without further action
       by the shareholders and may adversely affect the voting
       and other rights of the holders of Common Stock.  At
       present, the Company has no plans to issue any
       Preferred Stock nor adopt any series, preferences or
       other classification of Preferred Stock.

       ADDITIONAL INFORMATION DESCRIBING STOCK

               The above descriptions concerning the stock of
       the Company do not purport to be complete.  Reference
       is made to the Company's Certificate of Incorporation
       and By-Laws which are included as exhibits to the
       Registration Statement of which this Prospectus is a
       part and which are available for inspection at the
       Company's offices.  Reference is also made to the
       applicable statutes of the State of Delaware for a more
       complete description concerning rights and liabilities
       of shareholders.

       OPTIONS

               The following is a summary of certain
       provisions of the Options, but such summary does not
       purport to be complete and is qualified in all respects
       by reference to the Option Agreement filed as an
       exhibit to the Registration Statement of which this
       Prospectus forms a part.  The Company has issued
       options for the purchase of 4,927,173 (of which 2,327,161
       are registered herein) shares of the Company's common stock.
       The Options registered herein may be separately
       transferred immediately upon the Effective Date.

               All shares of Common Stock to be issued and
       allotted pursuant to the exercise of the Options shall
       rank pari passu in all respects with the existing
       issued Common Stock of the Company. The Options may be
       transferred at any time commencing on the Effective
       Date hereof and prior to the expiration date of such
       Option. The Options may be exercised at any time
       commencing on the Effective Date and expiring on June
       30, 2000 at an exercise price of $0.50 per Share.  The
       Options shall be exercisable wholly or in part (in
       multiples of 1,000 Options or as close thereto as is
       possible) by notice in writing to the Company given at
       any time prior to or on the expiration date and shall
       be accompanied by the purchase price (the "application
       monies") for the exercised Shares.  Prior to exercise
       thereof, there are no participating rights or
       entitlements inherent in the Options to participate in
       any new issue or bonus issue of securities which may be
       offered to members of the Company from time to time
       prior to the expiration date.

               Option holders have the right to exercise their
       Options prior to the record date set by the Board of
       Director for determining entitlements to any capital
       issue to the then existing members of the Company made
       during the currency of the Options.  In this regard,
       Option holders shall be afforded the period of at least
       14 days prior to, and inclusive of, the record date and
       record book closing date (to determine entitlements to
       the issue), to exercise their Options.  In the event of
       any reconstruction (including consolidation,
       sub-division, reduction or return) of the issued
       capital of the Company, the number of Options or the
       exercise price of the Options or both shall be
       reconstructed (as appropriate) in a manner which will
       not result in any benefits being conferred on Option
       holders which are not conferred on shareholders, but
       (subject to the provisions with respect to rounding of
       entitlements as sanctioned by the meeting of members
       approving the reconstruction of capital) in all other
       respects the terms for the exercise of the Options
       shall remain unchanged.

               The Company reserves the right to vary, amend,
       alter and/or add to the terms and conditions attached
       to the Options (the "changes") if the requirements of a
       stock exchange on which the Company's shares are
       granted official quotation, or, on which the Company
       wishes to have its shares granted official quotation,
       make it necessary for the changes to be made provided
       that no changes may be made by the Company to the
       exercise price of 50 cents per Option or the expiry
       date of June 30, 2000 save as may be necessary by
       reason of the operation of any requirements of a stock
       exchange.

       ADMISSION TO QUOTATION TO NASDAQ SMALLCAP MARKET AND
       NASD OTC BULLETIN BOARD

               If the Company meets the qualifications, the
       Company intends to apply for  quotation of its
       Securities on the NASD OTC Bulletin Board.  Until the
       Company meets such qualifications, its Securities will
       be quoted in the daily quotation sheets of the National
       Quotation Bureau, Inc., commonly known as the "pink
       sheets".  If the Company's Securities are not  quoted
       on the NASD OTC Bulletin Board, a securityholder may
       find it more difficult to dispose of, or to obtain
       accurate quotations as to the market value of, the
       Company's Securities.   The over-the-counter market
       ("OTC") differs from national and regional stock
       exchanges in that it (1) is not cited in a single
       location but operates through communication of bids,
       offers and confirmations between broker-dealers and (2)
       securities admitted to quotation are offered by one or
       more broker-dealers rather than the "specialist" common
       to stock exchanges.  To qualify for  quotation on the
       NASD OTC Bulletin Board, an equity security must have
       one registered broker-dealer, known as the market
       maker, willing to list bid or sale quotations and to
       sponsor such a Company listing.  If it meets the
       qualifications for trading securities on the NASD OTC
       Bulletin Board the Company's Securities will trade on
       the NASD OTC Bulletin Board until such future time, if
       at all, that the Company applies and qualifies for
       admission  for listing on the Nasdaq SmallCap Market.
       There can be no assurance that the Company will qualify
       or if qualified that it will be accepted for  listing
       of its securities on the NASD SmallCap Market.

               To qualify for admission  for listing on the
       Nasdaq SmallCap Market, an equity security must, in
       relevant summary, (1) be registered under the
       Securities Exchange Act of 1934; (2) have at least
       three registered and active market makers, one of which
       may be a market maker entering a stabilizing bid; (3)
       for initial inclusion, be issued by a company with
       $4,000,000 in net tangible assets, or $50,000,0000 in
       market capitalization, or $750,000 in net income in two
       of the last three years (if operating history is less
       than one year then market capitalization must be at
       least $50,000,000); (4) have at a public float of at
       least 1,000,000 shares with a value of at least
       $5,000,000; (5) have a minimum bid price of $4.00 per
       share; and (6) have at least 300 beneficial
       shareholders.

       TRADING OF SHARES

               There are no outstanding options, options to
       purchase, or securities convertible into, the shares of
       the Company which are not being registered hereby.  The
       Company has not agreed with any shareholders, to
       register their shares for sale, other than for this
       registration.  The Company does not have any other
       public offerings in process or proposed.

       TRANSFER AGENT AND REGISTRAR

               Continental Stock Transfer & Trust Company, New
       York, New York, serves as the transfer agent for the
       Company.

       REPORTS TO SHAREHOLDERS

               The Company will furnish to holders of the
       Shares annual reports containing audited financial
       statements examined and  reported upon, and with an
       opinion expressed by, an independent certified public
       accountant.  The Company may issue other unaudited
       interim reports to its shareholders as it deems
       appropriate.


                             PLAN OF DISTRIBUTION

               The Company will receive proceeds from the
       exercise, if any, of the Options including those not
       registered herein, aggregating a maximum
       of $2,432,336 if all such Options are exercised. The
       Company will not receive the proceeds from the sale of
       the Securities by the Selling Securityholders pursuant
       to this Prospectus.

               The Selling Securityholders' Securities may be
       sold to purchasers from time to time directly by and
       subject to the discretion of the Selling
       Securityholders.  The Selling Securityholders may from
       time to time offer the Securities for sale through
       underwriters, dealers or agents, who may receive
       compensation in the form of underwriting discounts,
       concessions or commissions from the Selling
       Securityholders and/or the purchasers of the Securities
       for whom they may act as agents.  The securities sold
       by the Selling Securityholders may be sold from time to
       time in one or more transactions: (i) at an offering
       price that is fixed or that may vary from transaction
       to transaction depending upon the time of sale or (ii)
       at prices otherwise negotiated at the time of sale.
       Such prices will be determined by the Selling
       Securityholders or by agreement between the Selling
       Securityholders and any underwriters.

               Any underwriters, dealers or agents who
       participate in the distribution of the securities may
       be deemed to be "underwriters" under the Securities Act
       and any discounts, commissions or concessions received
       by any such underwriters, dealers or agents may be
       deemed to be underwriting discounts and commissions
       under the Securities Act.

               At the time a particular offer is made by or on
       the behalf of the Selling Securityholders, a
       Prospectus, including any necessary supplement thereto,
       will be distributed which will set forth the number of
       shares of Common Stock and other securities being
       offered and the terms of the offering, including the
       name or names of any underwriters, dealers or agents,
       the purchase price paid by any underwriter for the
       Securities purchased from the Selling Securityholders,
       any discounts, commissions and other items constituting
       compensation from the Selling Securityholders, any
       discounts, commissions or concessions allowed,
       reallowed or paid to dealers, and the proposed selling
       price to the public.

               Pursuant to Regulation M of the General Rules
       and Regulations of the Securities and Exchange
       Commission, any person engaged in a distribution of
       securities, including on behalf of a selling security
       holder, may not simultaneously bid for, purchase or
       attempt to induce any person to bid for or purchase
       securities of the same class for a period of five
       business days prior to the commencement of such
       distribution and continuing until the selling security
       holder (or other person engaged in the distribution) is
       no longer a participant in the distribution.

               If, at some time, the Company meets the
       requirements of the Nasdaq SmallCap Market it will
       apply for listing thereon.  If is should be accepted
       for listing thereon, then certain underwriters may
       engage in passive market making transactions in the
       Company's Common Stock in accordance with Rule 103 of
       Regulation M.

               In order to comply with the applicable
       securities laws, if any, of certain states, the
       securities will be offered or sold in such states
       through registered or licensed brokers or dealers in
       those states.  In addition, in certain states, the
       securities may not be offered or sold unless they have
       been registered or qualified for sale in such states or
       an exemption from such registration or qualification
       requirement is available and with which the Company has
       complied.

                In addition and without limiting the
       foregoing, the Selling Securityholders will be subject
       to applicable provisions of the Exchange Act and the
       rules and regulations thereunder in connection with
       transactions in Shares during the effectiveness of the
       Registration Statement of which this Prospectus is a part.

               The Company will pay all of the expenses
       incident to the registration of the Shares (including
       registration pursuant to the securities laws of certain
       states) other than commissions, expenses,
       reimbursements and discounts of underwriters, dealers
       or agents, if any.


                               LEGAL MATTERS

       LEGAL PROCEEDINGS

               The Company is not a party to any litigation
       and management has no knowledge of any threatened or
       pending litigation against the Company.

       LEGAL OPINION

               Cassidy & Associates, Washington, D.C. has
       given its opinion as attorneys-at-law that the Shares,
       when sold pursuant to the terms hereof and pursuant to
       a valid and current prospectus in which those shares
       are registered, will be fully paid and non-assessable.
       James M. Cassidy, a principal of Cassidy & Associates,
       is an officer and director of Pierce Mill Associates, a
       Selling Securityholder.  See "SECURITY OWNERSHIP OF
       CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and "SELLING
       SECURITYHOLDERS".


                                   EXPERTS

               The financial statements in this Prospectus
       have been included in reliance upon the report of
       Weinberg & Company, P.A., Certified Public Accountants,
       and upon the authority of such firm as expert in
       accounting


                     AVAILABLE INFORMATION

               The Company has filed with the Securities and
       Exchange Commission (the "Commission") a Registration
       Statement on Form SB-2 (the "Registration Statement")
       under the Securities Act with respect to the securities
       offered hereby.  This Prospectus does not contain all
       the information contained in the Registration
       Statement.  For further information regarding the
       Company and the securities offered hereby, reference is
       made to the Registration Statement, including all
       exhibits and schedules thereto, which may be inspected
       without charge at the public reference facilities of
       the Commission's Washington, D.C. office, 450 Fifth
       Street, N.W., Washington, D.C. 20549.  Each statement
       contained in this Prospectus with respect to a document
       filed as an exhibit to the Registration Statement is
       qualified by reference to the exhibit for its complete
       terms and conditions.

               The Company will be subject to the
       informational requirements of the Securities Exchange
       Act of 1934 ("Exchange Act") and in accordance
       therewith will file reports and other information with
       the Commission.  Reports, proxy statements and other
       information filed by the Company can be inspected and
       copied on the Commission's home page on the World Wide
       Web at http://www.sec.gov or at the public reference
       facilities of the Commission, Judiciary Plaza, 450
       Fifth Street, N.W., Washington, D.C. 20549, as well as
       the following Regional Offices: 7 World Trade Center,
       Suite 1300, New York, N.Y. 10048; and Citicorp Center,
       500 West Madison Street, Suite 1400, Chicago, Illinois.
       60661-2511.  Such material can also be inspected at the
       New York, Boston, Midwest, Pacific and Philadelphia
       Stock Exchanges.  Copies can be obtained from the
       Commission by mail at prescribed rates.  Request should
       be directed to the Commission's Public Reference
       Section, Judiciary Plaza, 450 Fifth Street, N.W.,
       Washington, D.C. 20549.

               The Company intends to furnish its stockholders
       with annual reports containing audited financial
       statements and such other reports as may be required by
       law.


                             FINANCIAL STATEMENTS

               The audited financial statements for the fiscal
       years ended June 30, 1997 and June 30, 1998 for ASI
       Entertainment Pty. Ltd., the audited financial
       statements for the fiscal year ended June 30, 1998 for
       ASI Entertainment, Inc. (Delaware), and the unaudited
       financial statements for the period ended March 31,
       1999 follow herewith.









           ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                 (A DEVELOPMENT STAGE COMPANY)

                      FINANCIAL STATEMENTS

                  AS OF JUNE 30, 1998 AND 1997








           ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                 (A DEVELOPMENT STAGE COMPANY)

                           CONTENTS




              PAGE 1 -  2 - INDEPENDENT AUDITORS' REPORT

              PAGE      3 - CONSOLIDATED BALANCE SHEETS AS
                            OF JUNE 30, 1998 AND 1997

              PAGE      4 - CONSOLIDATED STATEMENTS OF OPERATIONS
                            FOR THE YEARS ENDED JUNE 30, 1998 AND
                            1997 AND FOR THE PERIOD FROM DECEMBER
                            15, 1993 (INCEPTION) TO JUNE 30, 1998

              PAGE      5 - CONSOLIDATED STATEMENT OF CHANGES
                            IN SHAREHOLDERS' EQUITY FOR THE
                            PERIOD FROM DECEMBER 15, 1993
                            (INCEPTION) TO JUNE 30, 1998

              PAGE 6 -  7 - CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE YEARS ENDED JUNE 30, 1998 AND
                            1997 AND FOR THE PERIOD FROM DECEMBER
                            15, 1993 (INCEPTION) TO JUNE 30, 1998

              PAGE 8 - 19 - NOTES TO CONSOLIDATED FINANCIAL
                            STATEMENTS AS OF JUNE 30, 1998



















                         INDEPENDENT AUDITORS' REPORT


       To the Board of Directors of:
        ASI Entertainment Pty. Ltd.

       We have audited the accompanying consolidated balance
       sheets of ASI Entertainment Pty., Ltd. and Subsidiary
       (a development stage company) as of June 30, 1998 and
       1997, and the related consolidated statements of
       operations, changes in shareholders' equity and cash
       flows for the years then ended and for the period from
       December 15, 1993 (Inception) to June 30, 1998. These
       consolidated financial statements are the
       responsibility of the Company's management.  Our
       responsibility is to express an opinion on these
       consolidated financial statements based on our audit.

       We conducted our audits in accordance with generally
       accepted auditing standards.  Those standards require
       that we plan and perform the audit to obtain reasonable
       assurance about whether the consolidated financial
       statements are free of material misstatement.  An audit
       includes examining, on a test basis, evidence
       supporting the amounts and disclosures in the
       consolidated financial statements.  An audit also
       includes assessing the accounting principles used and
       significant estimates made by management, as well as
       evaluating the overall consolidated financial
       statements presentation.  We believe that our audits
       provide a reasonable basis for our opinion.

       In our opinion, the consolidated financial statements
       referred to above present fairly, in all material
       respects, the financial position of ASI Entertainment
       Pty. Ltd. and Subsidiary (a development stage company)
       as of June 30, 1998 and 1997, and the results of its
       operations, and cash flows for the years then ended, in
       conformity with generally accepted accounting
       principles used in the United States of America.

       The accompanying financial statements have been
       prepared assuming that the Company will continue as a
       going concern. As discussed in Note 11, the Company has
       accumulated losses of $473,779 at June 30, 1998 and
       anticipates recurring losses in connection with
       continuing engineering, marketing, and  general and
       administrative  expenses. Realization of certain assets
       is dependent upon the Company's ability to meet its
       future financing requirements, and the success of
       future operations. These factors raise substantial
       doubt about the Company's ability to continue as a
       going concern unless the Company is able to raise the
       necessary financing. Management's plans in regard to
       these matters are also described in Note 11. The
       financial statements do not include any adjustments
       that might result from the outcome of this uncertainty.


                                       WEINBERG & COMPANY, P.A.
       Boca Raton, Florida
       November  6, 1998 (except for Note 10
       as to which the date is March 5, 1999)



           ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                 (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED BALANCE SHEETS
                  AS OF JUNE 30,1998 AND 1997

                                    ASSETS
                                                1998                1997
       CURRENT ASSETS
        Cash and cash equivalents            $   65,322      $         84
        Trade accounts receivable                 6,588                -
        Due from affiliate                       15,311                -
        Other receivables                         3,047                -

             Total Current Assets                90,268                84

       Property and equipment, net            1,183,228           394,243
       Investment in media rights, net          263,232           149,340

       TOTAL ASSETS                          $1,536,728      $    543,667

                     LIABILITIES AND SHAREHOLDERS' EQUITY

       CURRENT LIABILITIES
        Accounts payable and accrued
         expenses                            $    8,271      $        45

             Total Liabilities                    8,271               45
       Commitments and Contingencies

       SHAREHOLDERS' EQUITY
         Ordinary share capital, $0.07222
          and $0.07595 historical at June
          30, 1998 and 1997, respectively
          ($0.06155 and $0.07467 current
          at June 30, 1998 and 1997,
          respectively) par value,
          200,000,000 shares authorized,
          42,351,920 and 17,779,920
          shares issued and outstanding
          at June 30, 1998 and 1997,
          respectively                        3,058,584         1,350,308
         Additional paid-in capital               4,119             -
         Additional paid-in capital -
          discount on shares                   (745,470)         (745,470)
         Deficit accumulated during
          development stage                    (473,779)             -
         Cumulative translation adjustment     (271,262)          (23,941)
                                              1,572,192           580,897
         Less subscriptions receivable           43,735            37,275

            Total Shareholders' Equity        1,528,457           543,622

       TOTAL LIABILITIES AND SHAREHOLDERS'
        EQUITY                               $1,536,728     $     543,667

         See accompanying notes to consolidated financial statements.

                                      3


           ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                 (A DEVELOPMENT STAGE COMPANY)
             CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
        AND THE PERIOD FROM DECEMBER 15,1993 (INCEPTION)
                        TO JUNE 30, 1998

                                Cumulative From
                               December 15, 1993
                                (Inception) to
                                 June 30, 1998      1998               1997

       REVENUES                  $      44,957  $    44,957         $     -

       Cost of sales                    22,478       22,478               -
       Gross Profit                     22,479       22,479               -

       EXPENSES:

        Officers' compensation          90,288       90,288               -
        Other employee
         compensation                   34,200       34,200               -
        Accounting and auditing         15,224       15,224               -
        Advertising                      8,789        8,789               -
        Amortization                    49,473       49,473               -
        Banking                            531          531               -
        Convention expense               2,909        2,909               -
        Depreciation                    72,228       72,228               -
        Directors' fees                 13,680       13,680               -
        Engineering                     22,720       22,720               -
        Management fee                   8,208        8,208               -
        Marketing expense               15,157       15,157               -
        Offering costs                  95,458       95,458               -
        Professional fees               29,919       29,919               -
        Other office expenses,
          rent and utilities               966          966               -
        Travel                          36,508       36,508               -
        Total Expenses                 496,258      496,258               -
        NET LOSS                 $    (473,779) $  (473,779)        $     -


       Weighted average number
        of shares outstanding
        during the period           11,605,738   31,915,630               -

       Net loss per common
        share and equivalents    $      (0.041) $    (0.015)        $     -




       See accompanying notes to consolidated financial statements.
                               4


                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
          CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
      FOR THE PERIOD FROM DECEMBER 15, 1993(INCEPTION) TO JUNE 30, 1998

<TABLE>
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<CAPTION>
                                                       Addi-        Deficit     Cumu-
                                                       tional       Accumu-     lative
                       Ordinary              Addi-     Paid-In      lated       Trans-
                       Shares                tional    Capital      Devel-      lation      Subscrip-
                       Number of             Paid-In   Discount     opment      Adjust-     tion
                       Shares       Amount   Capital   On Shares    Stage       ment        Receivable    Total


<S>                    <C>          <C>      <C>       <C>          <C>         <C>         <C>           <C>
Issuance of ordinary
shares in December
1993 to ASI
Technologies Pty.
 Ltd.("ASIT"),
 founder                12          $1        $-        $-          $-          $-          $-            $1

Balance,
 June 30, 1994          12          1          -         -           -          -            -             1

Balance,
 June 30, 1995          12          1          -         -           -          -            -             1

Net issuance of
ordinary shares
to ASIT                 108         8          -         -           -          -            -             8

Issuance of ordinary
shares to ASIT in
exchange for assets
purchased               12,000,000  894,600    -         (745,470)   -          -            -             149,130

Issuance of ordinary
shares to investor
and employees           500,000     37,275     -         -           -          -            (37,275)      -

Effect of foreign
currency translation
for 1996                 -           -         -         -           -          8,302          -           8,302

Balance,
 June 30, 1996          12,500,120  931,884    -         (745,470)   -          8,302        (37,275)      157,441

Issuance of ordinary
shares to ASIT in
exchange for assets
purchased               5,279,800   418,424    -         -           -          -             -            418,424

Effect of foreign
currency translation
for 1997                -           -          -         -           -          (32,243)      -            (32,243)

Balance,
 June 30, 1997          17,779,920  1,350,308  -         (745,470)   -          (23,941)      (37,275)     543,622

Issuance of ordinary
shares to
investors               6,572,000   429,226    4,119     -           -          -             (43,735)     389,610

Issuance of ordinary
shares in exchange
for media rights        3,000,000   197,400     -        -           -          -             -            197,400

Issuance of ordinary
shares to ASIT
in exchange for
assets purchased        15,000,000  1,081,650   -        -           -          -             -            1,081,650

Write-off of
subscription
receivables              -          -           -        -           -          -             37,275       37,275

Effect of foreign
currency translation
for 1998                 -          -           -        -           -          (247,321)     -            (247,321)

Net loss 1998            -          -           -        -           (473,779)  -             -            (473,779)

BALANCE,
JUNE 30, 1998            42,351,920 $3,058,584  $4,119   $(745,470)  $(473,779) $(271,262)    $(43,735)    $1,528,457
</TABLE>
                See accompanying notes to financial statement.
                                      5

                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
              AND THE PERIOD FROM DECEMBER 15, 1993 (INCEPTION)
                               TO JUNE 30, 1998

                                  Cumulative From
                                 December 15, 1993
                                   (Inception) to
                                    June 30, 1998      1998         1997
Cash flows from operating
 activities:
  Net loss                          $    (473,779)  $ (473,779)  $    -
  Adjustments to reconcile net
   loss to net cash provided
   by operating activities:
    Depreciation                           72,228       72,228        -
    Amortization                           49,473       49,473        -
  Changes in operating assets
   and liabilities:
   (Increase) decrease in:
     Trade accounts receivable             (7,321)      (7,321)       -
     Other receivables                     (3,386)      (3,386)       -
   Increase (decrease) in:
    Accounts payable and
     accrued expenses                       9,151        9,151        -
    Total adjustments to
     reconcile net loss to
     net cash provided by
     operating activities:                120,145      120,145        -

      Net cash used in
       operating activities              (353,634)    (353,634)       -

Cash flows from investing
 activities:
   Advances to affiliate                  (17,015)     (17,015)       -

      Net cash used in
       investing activities               (17,015)     (17,015)       -

Cash flows from financing
 activities:
   Proceeds from issuance of
    ordinary shares, net                  443,250      443,166        -

      Net cash provided by
       financing activities               443,250      443,166        -

      Effect of exchange rate
       changes on cash                     (7,279)      (7,279)       -

      Net increase in cash                 65,322       65,238        -

         See accompanying notes to consolidated financial statements.
                                      6


                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
              AND THE PERIOD FROM DECEMBER 15, 1993 (INCEPTION)
                               TO JUNE 30, 1998


                                  Cumulative From
                                 December 15, 1993
                                   (Inception) to
                                    June 30, 1998         1998         1997
      CASH AND CASH EQUIVALENTS
       AT BEGINNING OF YEAR                  -              84           84


      CASH AND CASH EQUIVALENTS
       AT END OF YEAR               $      65,322   $   65,322   $       84


Supplemental disclosure of non-cash financing activities:

          In June 1998, the Company's board of directors approved the
          write-off of certain subscriptions receivable from former
          employees of the ASIT.  The amount of $34,200 was included in the
          statement of operations as other employee compensation for the
          year ended June 30, 1998.

          Effective October 9, 1997, 3,000,000 ordinary shares of the
          Company were exchanged for all rights, title and interest in the
          Media Agreement which was recorded on the acquisition date at
          $224,010 (See Note 4).

          On September 30, 1997, the Company issued 15,000,000 ordinary
          shares and 15,000,000 options to purchase ordinary shares of the
          Company in exchange for certain ACAMS Systems and other equipment
          which was recorded on the acquisition date at $923,250 (See Note 5).

          On December 16, 1996 the Company issued 5,279,800 ordinary shares
          to ASIT in exchange for nine ACAMS systems (See Note 3), making
          ASIT a 29.7% shareholder of the Company as of that date.

          On January 30, 1996, the Company issued 325,000 ordinary shares to
          a company listed on the Australian stock exchange and 175,000
          shares to various employees of the Company.

          On January 9, 1996, the Company issued 12,000,000 ordinary shares
          to ASIT, its parent at that time, (See Note 9) in exchange for a
          40% interest in ASI Media, a 40%  beneficiary  interest in the
          Unit Trust, a  value added reseller agreement for ACAMS, and
          intellectual property of the ASI-9000 Program (See Note 6).

         See accompanying notes to consolidated financial statements.
                                      7


                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 30, 1998

NOTE  1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
          POLICIES

          A.  Organization

          ASI Entertainment Pty., Ltd. (the "Company"), is an Australian
          company incorporated in December 1993 under the corporation laws
          of Victoria, and limited by shares as defined under such
          corporation laws. The Company provides in-flight video and audio
          entertainment and data communications to the commercial airline
          industry.  The Company's wholly owned subsidiary, ASI Media Pty.,
          Ltd. ("ASI Media") is an inactive corporation whose sole purpose
          is to act as trustee to the ASI Media Unit Trust (the "Unit
          Trust") (See Note 4).

          The Company is operating as a development stage company and
          intends to generate revenues primarily from selling advertising
          time on its ASI-9000 Program to be installed on commercial
          aircraft (See Note 2 - Operations).

          B.  Principles of Consolidation

          The accompanying consolidated financial statements includes the
          accounts of the Company and its wholly owned inactive subsidiary,
          ASI Media Pty., Ltd.  All significant intercompany transactions
          and balances have been eliminated in consolidation.

          C.  Basis of Presentation

          The financial statements are prepared in accordance with generally
          accepted accounting principles in the United States of America.
          The basis of accounting differs from that used in the Australian
          statutory financial statements of the Company.  Adjustments are
          made to translate the statutory financial statements to United
          States Generally Accepted Accounting Principles.  The financial
          statements are expressed in United States dollars.  The functional
          currency of the Company is the Australian dollar.

          D.  Use of Estimates

          The accompanying consolidated financial statements have been
          prepared in accordance with generally accepted accounting
          principles.  The preparation of financial statements in accordance
          with 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
                                      8


                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 30, 1998
NOTE  1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
          POLICIES - CONT'D

          and expenses during the reporting period.  Actual results could
          differ from those estimates.

          E.  Revenue Recognition

          Revenue during 1998 is derived from media sales relating to
          equipment installed under one contract with a commercial airline
          (See Note 8). Revenue from this contract is recognized on an
          accrual basis as earned under the contract terms.

          F. Cash and Cash Equivalents

          The Company considers all highly liquid investments with original
          maturities of three months or less at time of purchase to be cash
          equivalents.

          G.  Property and Equipment

          Property and equipment is stated at cost and depreciated using the
          straight-line method over the estimated economic useful lives of 5
          years.  Expenditures for maintenance and repairs are charged to
          expense as incurred.  Major improvements are capitalized.

          H.  Investment in Media Rights

          The investment in Media Rights is accounted for at cost, less
          accumulated amortization (See Note 4).

          I.  Ordinary Share Options

          The Company applies APB Opinion 25 and related Interpretations in
          accounting for its ordinary share options.

          J.  Foreign Currency Translation

          The functional currency of the Company and its subsidiary is the
          Australian dollar.  Financial statements for these entities are
          translated into United States dollars at year-end exchange rates
          as to assets and liabilities and weighted average exchange rates
          as to revenues and expenses.  Capital accounts are translated at
          their historical exchange rates when the shares were issued. The
          resulting translation adjustments are recorded in Shareholders'
          Equity.

          K.  Income Taxes

          The Company accounts for income taxes under Statement of Financial
           Accounting  Standards No. 109, "Accounting for
                                      9

                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 30, 1998

NOTE  1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
          POLICIES - CONT'D

          Income Taxes" (SFAS 109).  SFAS 109 is an asset and liability
          approach that requires the recognition of deferred tax assets and
          liabilities for the expected future tax consequences of events
          that have been recognized  in  the Company's financial statements
          or tax  returns.  In estimating future tax consequences, SFAS 109
          generally considers all expected future events other than
          enactments of changes in the law or rates.  There was no current
          income tax expense or benefit for the year ended June 30, 1997
          since the Company did not commence operations until July 1, 1997
          (See Note 2).

          At June 30, 1998 , the Company had net operating loss
          carryforwards of approximately $474,000 which expires under
          Australian tax law in the year 2005. The deferred tax asset
          created by this net operating loss has been fully offset by a
          valuation allowance.

          L. Per Share Data

          Net loss per common share for the year ended June 30, 1998 is
          computed by dividing net loss by the weighted average common
          shares outstanding during the year as defined by Financial
          Accounting Standards, No. 128, "Earnings per Share". The assumed
          exercise of common share equivalents was not utilized since the
          effect was anti-dilutive.

          M.  Fair Value of Financial Instruments

          Statement of Financial Accounting Standards No. 107, "Disclosures
          about Fair Value of Financial Instruments", requires disclosures
          of information about the fair value of certain financial
          instruments for which it is practicable to estimate that value.
          For purposes of this disclosure, the fair value of a financial
          instrument is the amount at which the instrument could be
          exchanged in a current transaction between willing parties, other
          than in a forced sale or liquidation.

          The carrying amounts of the Company's financial instruments,
          including accounts payable and accrued liabilities, approximates
          fair value due to the relatively short period to maturity for
          these instruments.

          N.  New Accounting Pronouncements

          The Financial Accounting Standards Board has recently issued
          several  new accounting pronouncements.  Statement

                                      10

                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 30, 1998

NOTE  1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
          POLICIES - CONT'D

          No. 130, "Reporting Comprehensive Income" establishes standards
          for reporting and display of comprehensive income and its
          components, and is effective for fiscal years beginning after
          December 15, 1997.  Statement No. 131,  "Disclosures  about
          Segments  of an Enterprise and Related Information" establishes
          standards for the way that public business enterprises report
          information about operating segments in annual financial
          statements and requires that those enterprises report selected
          information about operating segments in interim financial reports
          issued to shareholders.  It also establishes standards for related
          disclosures about products and services, geographic areas, and
          major customers, and is  effective for financial statements for
          periods beginning after December 15, 1997.  The Company believes
          that its future adoption of these statements will not have a
          material effect on the Company's financial position or results of
          operations.

NOTE  2 - OPERATIONS

          The Company was dormant from December 1993 (inception) until
          January 1996, at which time it began to acquire assets and issue
          stock. The Company commenced operations on July 1, 1997 and did
          not have operating revenues or expenses prior to that date.

NOTE  3 - PROPERTY AND EQUIPMENT

          On December 16, 1996, the Company purchased from ASI Technologies
          Pty., Ltd. ("ASIT"), a related party, but not a shareholder at
          that time (See Notes 5 and 9), nine Airline Cabin Management and
          Communication Systems ("ACAMS"), a component of the ASI-9000
          Program, for a price of $324,972 (as translated at June 30, 1998)
          ($394,243 as translated at June 30, 1997) through the issuance of
          5,279,800 ordinary shares of the Company. On September 30, 1997,
          the Company purchased additional ACAMS systems and other equipment
          from ASIT for a price of $923,250 (as translated at June 30, 1998)
          through the issuance of 15,000,000 ordinary shares and 15,000,000
          options to purchase ordinary shares. The price of both purchases
          represents ASIT's original cost basis in such systems.

          The following is a summary of property and equipment at June 30,
          1998 and 1997:




                                      11


                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 30, 1998

NOTE  3 - PROPERTY AND EQUIPMENT - (CONT'D)

                                              1998         1997

          Airline Cabin Management
           and Communications Systems     $1,248,222   $  394,243
           Less: Accumulated depreciation     64,994         -
                                          $1,183,228   $  394,243

          The Company began depreciating the equipment on July 1, 1997  over
          a  period  of 5 years. As of June 30, 1998 the equipment purchased
          on September 30, 1997 has not yet been depreciated since it was
          not yet placed in service. Placement of this equipment is
          contingent upon future contracts or orders from commercial airlines.

NOTE  4 - INVESTMENTS

          As discussed in Notes 5 and 6, on January 9, 1996, the Company
          acquired from ASIT a 40% shareholder interest in ASI Media at a
          cost of $30 and a 40% beneficiary interest in the Unit Trust,
          which was in substance, an intangible asset, (see below) at a cost
          of $149,340.  On February 14, 1996, the Company acquired the
          remaining 60% of ASI Media for $45 thereby making it a wholly
          owned subsidiary of the Company.  The total investment of $75 in
          ASI Media is eliminated in consolidation.

          As of June 30, 1997, ASI Media, under a February 21, 1996 Media
          Agreement with the Company, held sole rights to market, sell and
          receive revenues from the sale of advertising and sponsorship
          related to the ASI-9000 Program installed on commercial aircraft.
          Under the Deed of the Unit Trust all revenues generated from ASI
          Media, the trustee, is distributed to the Unit Trust for
          distribution to the beneficiaries.  Effective October 9, 1997,
          3,000,000 ordinary shares of the Company's capital were exchanged
          for all rights, title and interest in the  Media Agreement.  The
          substance of this transaction is to allow the Company to receive
          100% of all future revenues generated from advertising and
          sponsorship sales.  On the transaction date of October 9, 1997 the
          Company recorded as an intangible asset an Investment in Media
          Rights of $224,010, and transferred the $149,340 investment in the
          Unit Trust to Investment in Media Rights.

          The Investment in Media Rights will be amortized over a period of
          5 years beginning October 9, 1997 using the straight-line method.
          Amortization expense for the year ended June 30, 1998 was $49,473.




                                      12

                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 30, 1998

NOTE  5 - ORDINARY SHARE CAPITAL

          The Company was capitalized in December 1993 with 12 ordinary
          shares of capital issued to ASIT, and in January 1996 with 108
          additional ordinary shares issued to ASIT.

          On January 9, 1996, the Company issued 12,000,000 ordinary shares
          of capital to ASIT, its parent at that time, (See Note 9) in
          exchange for a 40% interest in ASI Media,  40%  beneficiary
          interest in the  Unit Trust, a value added reseller agreement for
          ACAMS, and intellectual property of the ASI-9000 Program (See Note
          6).

          On January 23, 1996, ASIT, the Company's parent, in lieu of
          payment transferred its 12,000,120 ordinary shares of the Company
          (representing 100% of the shares then held by it) to various
          companies to whom ASIT was indebted that are controlled by certain
          directors of the Company.

          On January 30, 1996, the Company issued 325,000 ordinary shares to
          a company listed on the Australian Stock Exchange and 175,000
          shares to various employees of the Company.

          On December 16, 1996 the Company issued 5,279,800 ordinary shares
          to ASIT in exchange for nine ACAMS systems (See Note 3), making
          ASIT a 29.7% shareholder of the Company as of that date.

          On September 30, 1997, the Company issued 15,000,000 ordinary
          shares and 15,000,000 options to purchase ordinary shares of the
          Company in exchange for certain ACAMS Systems and other equipment
          purchased from ASIT. Concurrent with the agreement to acquire the
          aforementioned equipment, ASIT assigned its ownership of the
          15,000,000 shares and options to various entities to whom ASIT was
          indebtned to.

          Effective October 9, 1997, 3,000,000 ordinary shares of the
          Company's capital were exchanged for all rights, title and
          interest in the Media Agreement which was recorded on the
          acquisition date at $224,010 (See Note 4).

          Between September 30, 1997 and June 30, 1998 the Company issued
          6,572,000 to various investors for cash.

NOTE  6 - ADDITIONAL PAID-IN CAPITAL - DISCOUNT ON SHARES

          On January 9, 1996, the Company acquired from ASIT, its parent at
          that time (See Notes 5 and 9), a 40% beneficiary  interest  in
          ASI  Media  Unit  Trust, a 40%

                                      13


                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 30, 1998

NOTE  6 - ADDITIONAL PAID-IN CAPITAL - DISCOUNT ON SHARES - CONT'D

          shareholder interest in ASI Media Pty. Ltd., an exclusive value
          added reseller agreement with ASIT for ACAMS Cabin  Management
          and   Communications  Systems,  a  teaming   agreement between
          ASIT and Canadian Marconi Corporation dated February 14, 1995, and
          the intellectual property of the ASI-9000 Program for a total
          purchase price of $894,600 as translated to United States Dollars
          on the transaction date.  Payment was made by issuing 12,000,000
          ordinary shares of the Company to ASIT.  The  teaming agreement
          was subsequently terminated and a portion of the  purchase price
          at the transaction date in the amount of $149,100 ($149,340 as
          translated at the year-end rate) was allocated to the investment
          in the Unit Trust and $30 to the investment in ASI Media. At the
          purchase date of January 9, 1996, the  technological  feasibility
          of  the ASI-9000 Program had not yet been established and the
          technology had no alternative future use.  Consequently, all
          research and development costs had been expensed by ASIT leaving a
          zero historical cost basis as defined under Generally Accepted
          Accounting Principles.  The  excess of the  par  value of the
          shares  issued by the Company over the original cost basis of ASIT
          represents the remaining $745,470 of the purchase price.  This
          amount is considered a distribution of equity to ASIT since they
          had no cost basis in the intellectual property of the ASI-9000
          Program and the value added reseller agreement.  Accordingly, the
          $745,470 was recorded as Additional Paid-In Capital-discount on
          shares.

NOTE  7 - SHARE OPTIONS

          On January 30, 1996, the Company issued 4,000,000 options to
          acquire ordinary shares to certain officers and directors of the
          Company.  The options are exercisable prior to December 31, 1998
          at par value.  All options remained unexercised at June 30, 1998.

          The Company applies APB Opinion No. 25 and related interpretations
          in accounting for ordinary share options.  Accordingly, no
          compensation cost has been recognized for options issued as of
          June 30, 1998. Had compensation cost for the Company's issued
          ordinary share options been determined based on the fair value at
          the grant date consistent with SFAS No.123, Accounting for Stock
          Based Compensation, the Company's approximate pro-forma net income
          for the years ended June 30, 1998 and 1997 would have been as
         follows:




                                      14


                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 30, 1998

NOTE  7 - SHARE OPTIONS - (CONT'D)

                                               1998        1997

          Net income (loss) as reported   $ (473,779)  $    -

          Pro-forma net income (loss)     $ (473,779)  $    -

          The  options  granted  in January 1996 were granted at an exercise
          price equal to fair market value of the ordinary shares at the
          time of grant, vested immediately, and expire at December 31,
          1998. Since the options vested in 1996 there was no pro-forma
          effect of applying SFAS No. 123 for 1997 and 1998. The fair value
          of the ordinary share option grant was estimated on the grant date
          using an options pricing model for non-public entities where the
          following assumptions were used: exercise price of par value;
          risk-free interest rate of 5%; expected life of 3 years;

          The effect of applying SFAS No.123 is not likely to be
          representative of the effects on reported net income (loss) for
          future years.

          In 1998 and 1997, 28,572,020 and 6,500,100 options were issued,
          respectively, for consideration by the option holders. The
          unexercised options under these non-compensatory option issuances
          at June 30, 1998 and 1997 were 35,072,120 and 6,500,100,
          respectively. These options are exercisable at par value through
          June 30, 2000 (See Note 9).

NOTE  8 - OPERATING AGREEMENTS

          On December 13, 1995, the Company entered into a Supply and
          License Agreement (the "Agreement") with an airline to supply,
          license and install ASI-9000 Programs ("System") on the airline's
          commercial aircraft.  Under the terms of the Agreement, the
          license term for each system will run for five years from the date
          of diagnostic test completion (after installation) with an option
          to renew.  The hardware component of the System will become the
          property of the airline at the expiry of the initial license term.
          The Company will receive a maximum monthly license fee derived
          from advertising revenues of $3,625 for each System, and a monthly
          maintenance fee of $1,875 also derived from advertising revenues
          under a separate maintenance support agreement. All advertising
          and sponsor revenues after deduction of the license fee and direct
          costs will be paid to the airline. The initial order under the
          Agreement is for nine  systems  and an additional fourteen Systems
          subject

                                      15

                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 30, 1998

NOTE  8 - OPERATING AGREEMENTS - (CONT'D)

          to the airline approval of the license fee. (See Note 11) The
          first nine systems were installed and  approved by the airline
          during 1996. As of June 30, 1997 no revenes had been generated.
          The airline has the option to order additional systems under the
          Agreement.  The Company anticipates that agreements with future
          customers will not include a set monthly licensing fee but will
          provide that the Company retain the revenues generated from
          advertisers and sponsors from which they will pay sales
          commissions and expenses.

          On January 9, 1996, the Company entered into an agreement with
          ASIT, its parent at that time, (See Notes 5 and 9) whereby it
          acquired the sole right to purchase ACAMS terminals from ASIT for
          use in the ASI-9000 Program at a  fixed price per terminal as
          stipulated in the agreement or such lesser price as mutually
          agreed upon from time to time in line with commercially
          competitive prices from alternative suppliers. Under terms of the
          agreement, ASIT may  purchase hardware of a similar nature from
          alternative suppliers if the price is lower than that stipulated
          in the contract. Additionally, under the agreement ASIT has agreed
          to provide technical support at commercially competitive rates.
          The agreement is effective for 5 years with an option to renew on
          the same terms and conditions.


NOTE  9 - RELATED PARTY TRANSACTIONS

          At June 30, 1998 and 1997, ASIT was a 12.5% and 29.7%, respective
          shareholder of the Company (See Note 5). As discussed in Note 8
          above, the Company entered into an agreement to purchase ACAMS
          systems from ASIT.  In addition, as discussed in Note 3, 5 and 6
          the Company purchased certain assets from ASIT during fiscal 1998
          and 1997 through the issuance of ordinary shares.

          Certain directors of the Company are also directors of ASIT.

          During 1998 the Company paid management fees of $8,208 to a
          company affiliated through common shareholders and directors. The
          management fee covers office rent and certain utilities and office
          expenses of shared offices. In addition, during 1998, the Company
          reimbursed the same affiliate $27,497 in travel expenses which is
          included in travel expenses in the Statement of Operations.

          On September 30, 1997, in connection with an equipment purchase
          from  a  related party (See Note 5) the Company

                                      16



                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 30, 1998

NOTE  9 - RELATED PARTY TRANSACTIONS - (CONT'D)

          issued 15,000,000 options to purchase ordinary shares. The options
          are immediately exercisable wholly or in part in multiples of
          100,000 options at the par value of the ordinary shares and expire
          on June 30, 2000.

          During 1998 the Company advanced $15,311 to its affiliate as of
          July 1, 1998, ASI Entertainment, Inc. (See Note 12)

NOTE 10 - COMMITMENTS AND CONTINGENCIES

          The Company is aware of the issues associated with the programming
          code in existing computer systems as the millennium (Year 2000)
          approaches.  The "Year 2000" problem is pervasive and complex as
          virtually every computer  operation  will  be affected in some way
          by the  rollover of the two-digit year value to 00.  The issue is
          whether computer systems will properly recognize date-  sensitive
          information when the year changes to 2000.  Systems that do not
          properly recognize such information could  generate erroneous data
          or cause a system to fail.

          The Company uses a standard off the shelf accounting software
          package for all of its accounting requirements.  Management has
          contacted the software vendor and determined that the accounting
          software is Year 2000 compliant.  All internal management software
          is Microsoft based and management continually monitors the Year
          2000 status of such software.  Management has verified Year 2000
          status with its primary vendors and has not identified any Year
          2000 issues with those vendors.  The Company's customers have
          not yet been contacted with regard to Year 2000 compliance issues,
          however, management believes that any customer Year 2000
          problems that would result in non-payment would result in the
          termination of the Company's relationship with that customer and
          the replacement with new customers.  Costs of investigating
          internal and external Year 2000 compliance issues have not been
          material to date.  As a result, management believes that the
          effect of investigating and resolving Year 2000 compliance issues
          on the Company will not have a material effect on the Company's
          future financial position or results of operations.

          In addition to the effect of Year 2000 issues on the Company's
          accounting and management systems, Year 2000 issues may effect
          the Company's products as the products are primarily computerized
          systems.  The Company's products have been tested and validated
          in line with the supporting documentation from the Company's
          vendors.  All products were deemed to be Year 2000 compliant.
          The costs of such testing and validating were minimal and
          absorbed as part of the Company's normal quality control
          procedures.

NOTE 11 - 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 has accumulated losses of $473,779 at
          June 30, 1998 and will be required to make significant
          expenditures in  connection with  continuing  engineering and
          marketing efforts along with general and administrative expenses.
          The Company's ability to continue its operations is dependent upon
          its raising of capital through debt or equity financing in order
          to meet its working capital needs.

          These conditions raise substantial doubt about the Company's
          ability to continue as a going concern, and if

                                      17

                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 1998

NOTE 11 - GOING CONCERN - (CONT'D)

          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 by
          borrowing from a financial institution. The Company does not have
          a policy on the amount of borrowing or debt that the Company can
          incur. The Company may also attempt to negotiate with vendors or
          customers, airline revenue sharing arrangements by which the
          Company will share the advertising revenue if the vendor or
          customer airline provide capital for the equipment. Management
          believes that actions presently being taken to obtain additional
          funding provide the opportunity for the Company to continue as a
          going concern.

NOTE  12- SUBSEQUENT EVENTS

          Merger with ASI Entertainment, Inc.

          Under an agreement dated June 10, 1998, effective July 1, 1998,
          ASI Entertainment, Inc., ("ASIEInc.") a new corporation formed on
          April 29, 1998 under the laws of Delaware, acquired all of the
          issued and outstanding ordinary shares of capital and ordinary
          share options of the Company in exchange for common stock and
          common stock options of ASIEInc.  Under the terms of the
          agreement, eight shares and eight options of the


          the Company's shares and options were exchanged at a
          ratio of one share and one option of ASIEInc for every eight
          shares and eight options of the Company.  As a result of the
          exchange, the Company and its wholly owned subsidiary  became
          wholly owned subsidiaries of ASIEInc, and the shareholders of the
          Company became shareholders of approximately 92% of ASIEInc.
          Generally Accepted Accounting Principles used in the United States
          require that the Company whose shareholders retain a majority
          interest in a combined business be treated as the acquirer for
          accounting purposes.  As a result, the merger will be  treated  as
          an acquisition of ASIEInc. by  the Company, and a recapitalization
          of the Company. Accordingly, the Company's financial statements
          immediately following the acquisition will be as follows:  (1) The
          Balance Sheet will consist of the Company's net assets at
          historical cost and ASIEInc.'s net assets at historical cost and
          (2) the Statement of Operations will include the Company's
          operations, for the period presented and ASIEInc.'s operations
          from the date of acquisition.


                                      18


                  ASI ENTERTAINMENT PTY. LTD. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF JUNE 30, 1998

NOTE  12- SUBSEQUENT EVENTS - (CONT'D)

          Common Stock Offering by Selling Securityholders of ASI
          Entertainment, Inc.

          ASIEInc. is in the process of preparing for filing of a
          Registration Statement under Form SB-2 whereby the selling
          security holders of ASIEInc will offer a certain percentage, as
          defined in the offering document, of their issued and outstanding
          common stock and common stock options of ASIEInc.  ASIEInc is not
          offering any new shares for sale as part of this filing and will
          not receive any proceeds of the offering. Accordingly, all
          offering costs have been expensed.


















                                     19









                           ASI ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE COMPANY)

                             FINANCIAL STATEMENTS

                             AS OF JUNE 30, 1998






















                           ASI ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                                  CONTENTS




       PAGE      1 - INDEPENDENT AUDITORS' REPORT

       PAGE      2 - BALANCE SHEET AS OF JUNE 30, 1998

       PAGE 3 -  5 - NOTES TO BALANCE SHEET AS OF
                     JUNE 30, 1998























                         INDEPENDENT AUDITORS' REPORT


To the Board of Directors of:
 ASI Entertainment, Inc.

We have audited the accompanying balance sheet of ASI Entertainment, Inc. (a
development stage company) as of June 30, 1998. This financial statements is
the responsibility of the Company's management.  Our responsibility is to
express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the balance sheet.  An
audit also includes  assessing the accounting principles used and
significant estimates made by management, as well as evaluating the balance
sheet presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the balance sheet referred to above present fairly in all
material respects, the financial position of ASI Entertainment, Inc. (a
development stage company) as of June 30, 1998, in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3, the
Company acquired ASI Entertainment Pty. Ltd. on July 1, 1998. ASI
Entertainment Pty. Ltd. has accumulated losses of $473,779 at June 30, 1998
and anticipates recurring losses in connection with continuing engineering,
marketing, and general and administrative expenses. Realization of certain
assets is dependent upon ASI Entertainment Pty. Ltd's ability to meet its
future financing requirements, and the success of future operations. These
factors raise substantial doubt about the Company's ability to continue as a
going concern subsequent to the acquisition unless the Company is able to
raise the necessary financing. Management's plans in regard to these matters
are described in Note 3 of the financial statements. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.





                                WEINBERG & COMPANY, P.A.


Boca Raton, Florida
November 10, 1998

                           ASI ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEET
                             AS OF JUNE 30, 1998


                                    ASSETS


CURRENT ASSETS
 Cash                                             $   15,453

      TOTAL ASSETS                                    15,453






                     LIABILITIES AND STOCKHOLDERS' EQUITY




LIABILITIES
 Due to affiliate                                 $   15,311

      Total Liabilities                               15,311


STOCKHOLDERS' EQUITY

  Preferred stock $0.0001 par value,
   20,000,000 shares authorized,
   none issued and outstanding                           -
  Common stock, $0.0001 par value,
   100,000,000 shares authorized,
   417,189 shares issued and outstanding                  42
  Additional paid-in capital                             100

     Total Stockholders' Equity                          142



TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $   15,453







                   See accompanying notes to balance sheet.
                                      2

                           ASI ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO BALANCE SHEET
                             AS OF JUNE 30, 1998

NOTE  1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
          POLICIES

          A.  Organization

          ASI Entertainment, Inc. (the "Company"),  is a development stage
          company incorporated on April 29, 1998 under the corporation laws
          of Delaware for the purpose of acquiring ASI Entertainment Pty.
          Ltd. The Company had no operations through June 30, 1998.

          ASI Entertainment Pty. Ltd. ("ASIE") (See Note 3) is a development
          stage company incorporated in Australia in December 1993 under the
          laws of Victoria, and limited by shares as defined under such
          corporation laws. ASIE provides in-flight video and audio
          entertainment and data communications to the commercial airline
          industry. ASIE intends to generate revenues from selling
          advertising time on its ASI-9000 Program to be installed on
          commercial aircraft.

          B.  Use of Estimates

          The preparation of the financial statements in conformity with
          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. Actual results could differ from those estimates.

          C.  Income Taxes

          The Company accounts for income taxes under the Financial
          Standards Board Statement of Financial Standards No. 109,
          "Accounting for Income Taxes" ("Statement 109"). Under Statement
          109, deferred tax assets and liabilities are recognized for the
          future tax consequences attributable to differences between the
          financial statement carrying amounts of existing assets and
          liabilities and their respective tax bases. 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 expected to be recovered or settled. Under Statement
          109, 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. There was no current or deferred income tax
          expense or benefit as of June 30, 1998, due to the Company's
          limited operations.

                                      3

                           ASI ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO BALANCE SHEET
                             AS OF JUNE 30, 1998


NOTE  2 -  RELATED PARTY

          Due to Affiliate

          During the period the Company's affiliate, as of July 1, 1998 (See
          Note 4) ASI Entertainment Pty. Ltd., advanced funds in the amount
          of $15,311 to maintain the Company's US bank account.

          Legal Counsel

          The legal counsel to the Company as of June 30, 1998 is also a
          majority shareholder

NOTE  3 -  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. On July 1, 1998, the Company acquired 100% of ASI
          Entertainment Pty. Ltd., ("ASIE") an Australian Corporation. ASIE
          has accumulated losses of $473,779 at June 30, 1998 and will be
          required to make significant expenditures in connection with
          continuing engineering and marketing efforts along with general
          and administrative expenses. The Company's ability to continue its
          operations is dependent 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 subsequent to the
          acquisition, 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. The Company may also attempt to negotiate with vendors or
          customers, airline revenue sharing arrangements by which  the
          Company will share the advertising revenue if the vendor or
          customer airline provide capital for the equipment. Management
          believes that actions presently being taken to obtain additional
          funding provide the opportunity for the Company to continue as a
          going concern.

                                      4


                           ASI ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO BALANCE SHEET
                             AS OF JUNE 30, 1998

NOTE  4 -  SUBSEQUENT EVENTS

          Acquisition

          Under an agreement dated June 10, 1998, effective July 1, 1998,
          the Company acquired all of the issued and outstanding ordinary
          shares of capital and ordinary share options of ASIE in exchange
          for common stock and common stock options of the Company.  Under
          the terms of the agreement, the ASIE's outstanding shares and
          options were exchanged at a ratio of one share and one option of
          the Company for every eight shares and eight options of ASIE.  As
          a result of the exchange,  ASIE  and its  wholly owned inactive
          subsidiary, ASI Media Pty. Ltd. became wholly owned subsidiaries
          of the Company, and the shareholders of ASIE became shareholders
          of approximately 92% of the Company. Generally accepted accounting
          principles require that the Company whose shareholders retain a
          majority  interest in a combined business be treated as the
          acquirer for accounting purposes.  As a result, the merger will be
          treated as an acquisition of the Company by ASIE, and a
          recapitalization of ASIE using the purchase method of accounting
          for financial reporting purposes.  Accordingly, the Company's
          financial statements immediately following the merger will be as
          follows:  (1) The balance sheet will consist of ASIE's net assets
          at historical cost and the Company's net assets at historical cost
          and (2) the statement of operations will include the ASIE's
          operations for the period presented and the operations of the
          Company from the date of acquisition.

          Common Stock Offering by Selling Securityholders of ASI
          Entertainment, Inc.

          The Company is in the process of preparing for filing a
          Registration Statement under Form SB-2 whereby the selling
          securityholders  of the  Company  will  offer a certain
          percentage, as defined in the offering document, of their issued
          and outstanding common stock and common stock options of the
          Company.  The Company is not offering any shares for sale as part
          of this filing and will not receive any proceeds of the offering.

          Formation of Subsidiary

          Subsequent to June 30, 1998, the Company incorporated a wholly
          owned subsidiary, ASI Technologies, Inc. under the laws of Delaware.



                                      5



                  ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                             AS OF MARCH 31, 1999
                                   (UNAUDITED)

                                            ASSETS


CURRENT ASSETS

Cash and cash equivalents                           $          1,491

Total Current Assets                                           1,491

NON CURRENT ASSETS
Property and equipment, net                                1,151,992
Investments in media rights, net                             220,482

Total Non Current Assets                                   1,372,474

TOTAL ASSETS                                              $1,373,965


                   LIABILITIES AND SHARHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses                        49,060
Advance from affiliate                                          153

Total Liabilities                                            49,213

SHAREHOLDERS' EQUITY

Preferred stock $0.0001 par value, 20,000,000 shares
authorized, non issued and outstanding                      $     -

Common stock, $0.0001 par value, 100,000,000 shares
authorized, 5,754,337 shares issued and outstanding              575

Additional paid-in capital                                 3,062,270

Additional paid-in capital-discount on shares               (745,470)
Deficit accumulating during development stage               (722,333)

Cumulative translation adjustment                           (251,360)

                                                           1,343,682

Less subscriptions receivable                                (18,930)
Total Shareholders' Equity                                 1,324,752

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $1,373,965


    See accompanying notes to unaudited consolidated financial statements.


                 ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                       (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                               (UNAUDITED)
                                                                   Cumulative
                                                                    from
                                                     Year to date   December
                     Three months    Three months    from July     15, 1993
                       ending          ending        1, 1998 to   (inception)
                       March           March          March        to March
                       31, 1999       31, 1998       31, 1999     31, 1999

REVENUES                 0             7,189          36,224       80,427
Cost of sales            0             3,594          18,547       40,638
Gross Profit             0             3,595          17,677       39,789

EXPENSES:
Officers'
    compensation        24,375         21,450         66,687      155,056
Accounting and auditing  5,091          1,358         34,804       49,410
Administrative Fees        370              0            370          370
Advertising and
    promotion                0              0            265        9,048
Amortisation            15,625         16,250         46,875       95,698
Banking                     58              0            239          766
Convention Expense           0              0          1,605        4,480
Communications             643            357          2,002        1,974
Depreciation            16,499         17,159         49,498      121,039
Directors fees               0              0          3,968       17,566
Engineering                  0              0          1,990       24,669
Management fee               0              0              0        9,248
Marketing expense        6,037          3,850         24,801       39,568
Offering costs               0         43,764         11,699      106,914
Professional fees            0              0              0       29,919
Other office expenses,
 rent and utilities         17            195             26          991
Technical services       3,750          3,950         11,250       45,294
Travel                       0          3,087         13,892       50,112

Total Expenses          72,465        111,420        269,971      762,122

NET LOSS           $   (72,465)    $ (107,825)     $(252,294)    (722,333)

Weighted average number of shares
outstanding during the period
                       5,754,337     4,500,615      5,754,337    5,486,444

Net loss per common share and equivalents
                   $    (0.013)    $  (0.024)        $  (0.044)    $(0.132)



    See accompanying notes to unaudited consolidated financial statements.



                               ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                                    (A DEVELOPMENT STAGE COMPANY)
                              CONSOLIDATED STATEMENT OF CASH FLOWS
                                                (UNAUDITED)
                                                                  Cumulative
                                                     Year to     from December
                      Three months   Three months    date from     15, 1993
                         ending        ending      July 1, 1998  (Inception)
                         March 31      March 31    to  March 31   to March
                           1999         1998          1999          1999

Cash flows from
  operating activities:
Net Loss                  $(72,465)    $(107,825)    $(252,294)   $(722,333)

Adjustments to reconcile
net loss to net cash
provided by operating
activities:
Depreciation               16,499        17,159         49,498      121,039
Amortization               15,625        16,250         46,875       95,698
Changes in operating
assets and liabilities:
(Increase) decrease in:
Trade accounts receivable  11,823        2,505          (6,588)           0
Other receivables               0            0           3,047            0
Increase (decrease) in:
Accounts payable and
accrued expenses            24,753       1,252          40,790       49,061
Total adjustments to
reconcile net loss to net
cash provided by
operating activities:       68,700       34,662        146,798      265,798

Net cash used in operating
activities                  (3,765)     (73,163)      (105,496)    (456,535)

Cash flows from
financing activities:
  Advance from affiliate   (11,563)            0           153          153
  Subscription of capital   15,625        52,495        24,805      414,921

Net cash flow from
 financing activities        4,062        52,495        24,958      415,074

Effect of exchange rate
changes on cash               (479)      (18,131)       16,707       42,932

Net increase (decrease)
 in cash                      (182)      (38,799)      (63,831)       1,471

CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD       1,673        48,832        65,322            0

CASH AND CASH EQUIVALENTS
AT END OF PERIOD            $1,491       $10,033       $ 1,491       $1,471


    See accompanying notes to unaudited consolidated financial statements.



                         ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                               (A DEVELOPMENT STAGE COMPANY)
                                   NOTES TO BALANCE SHEET
                                   AS OF MARCH 31, 1999
                                         (UNAUDITED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The accompanying unaudited consolidated financial statements include the
accounts of ASI Entertainment, Inc. and its wholly owned subsidiaries, ASI
Technologies, Inc. and ASI Entertainment Pty. Ltd., an Australian
corporation.  ASI Media Pty. Ltd., an inactive wholly owned subsidiary of
the Australian corporation is also included.  (All entities are collectively
referred to as "the Company").

Development Stage Company
The Company is operating as a development stage company and intends to
generate revenues primarily from selling advertising time on its ASI-9000
Program to be installed on commercial aircraft.

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.

Adjustments are made to translate the statutory financial statements of the
Company's Australian subsidiaries to Generally Accepted Accounting
Principles used in the United States.  The functional currency of the
Company's Australian subsidiary is the Australian dollar.  The functional
currency of  the United States entities is the United States dollar.  The
unaudited consolidated financial statements are expressed in United States
dollars.  It is management's opinion that all other 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 of ASI Entertainment Pty. Ltd. and ASI Entertainment, Inc. include
in the Company's Form SB-2 for the year ended June 30, 1998.

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".  The assumed exercise
of common share equivalents was not utilized since the effect was
anti-dilutive.



                             ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                                   (A DEVELOPMENT STAGE COMPANY)
                                       NOTES TO BALANCE SHEET
                                    AS OF DECEMBER 31, 1998
                                             (UNAUDITED)

NOTE 2. MERGER

Under an agreement dated June 10, 1998, ASI Entertainment, Inc. ("ASIEInc.")
a new corporation formed on April 29, 1998 under the laws of Delaware,
acquired all of the issued and outstanding ordinary shares of capital and
ordinary share options of ASI Entertainment Pty. Ltd. in exchange for common
stock and common stock options of ASIEInc.  Under the terms of the
agreement, ASI Entertainment Pty. Ltd.'s shares and options were exchanged
at a ratio of one share and one option of ASIEInc. for every eight shares
and eight options of ASI Entertainment Pty. Ltd.  As a result of the
exchange, ASI Entertainment Pty. Ltd. and its wholly owned subsidiary became
wholly owned subsidiaries of ASIEInc., and the shareholders of ASI
Entertainment Pty. Ltd. became shareholders of approximately 92% of ASIEInc.
 Generally Accepted Accounting Principles used in the United States require
that the Company whose shareholders retain a majority interest in a combined
business be treated as the acquirer for accounting purposes.  As a result,
the merger will be treated as an acquisition of ASIEInc. By ASI
Entertainment Pty. Ltd., and a recapitalization of ASI Entertainment Pty.
Ltd.  Accordingly, the Company's financial statements immediately following
the acquisition follows: (1) The Balance Sheet will consist of ASI
Entertainment Pty. Ltd.'s net assets at historical cost and ASIEInc.'s net
assets at historical cost, and (2) the Statement of Operations includes ASI
Entertainment Pty. Ltd.'s operations for the period presented and ASIEInc.'s
operations from the date of acquisition.

NOTE 3.  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 teh recoverabiltiy of recorded asset amounts and
classification of recorded assets and liabilities.  On July 1, 1998, the
Company acquired 100% of ASI Entertainment Pty Ltd., ("ASIE") an Australian
corporation.  ASIE has accumulated losses of approximately $722,000 at
March 31, 1999 and will be required to make significant expenditure in
connection with continuing engineering and marketing efforts along with
general and administrative expenses.  The Company's ability to continue
its operations is dependent 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 subsequent to the acquisition, 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.  The Company may also
attempt to negotiate with vendors or customers, airline revenue sharing
arrangements by which the Company will share the advertising revenue if
the vendor or customer airline provide capital for the equipment.
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 4.  REVENUE

   Pending re-installation in new B-737-800 aircraft, ASI equipment has
been removed from six Air Europa B-757-200 aircraft.  As a result, no
revenue was received by the Company in the three month period to March
31, 1999.  The installations are expected to be finalised by the end
of June, 1999, when the advertising program will recommence.



                          ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                                (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
             FOR THE DECEMBER 15, 1993 (INCEPTION) TO MARCH 31, 1999
                                      (UNAUDITED)
<TABLE>
<CAPTION>

                                                        ADDITION-   DEFICIT
                                                        AL PAID-    ACCUM-
                                                        IN CAPI-    ULATED
                                                        TAL DIS-    DURING       CUMULATIVE
                                            ADDITIONAL  COUNT       DEVELOP-     TRANS-     SUBSCRIP-
                     COMMON      SHARES     PAID-IN     ON          MENT         LATION     TIONS
                     STOCK       AMOUNT     CAPITAL     SHARES      STAGE        ADJUST     RECEIV-
                                                                                 MENT       ABLE      TOTAL
<S>                  <C>         <C>        <C>         <C>         <C>          <C>        <C>       <C>
Issuance of ordinary
shares in December
1993 to ASI Technol-
ogies Pty Ltd ("ASIT")
founder                   12      $   1     $     0     $     0      $  0        $  0      $    0     $    1

Balance,
June 30, 1994             12          1           0           0         0          0            0          1

Balance,
June 30, 1995             12          1           0           0         0          0            0          1
Issuance of ordinary
shares to ASIT           108          8           0           0         0          0            0          8
Issuance of ordinary
shares to ASIT in
exchange for assets
purchased             12,000,000   894,600        0     (745,470)       0          0            0    149,130
Issuance of ordinary
shares to investor
and employees            500,000    37,275        0            0        0          0      (37,275)         0
Effect of foreign
currency translation
for 1996                       0         0        0            0        0      8,302            0      8,302

Balance,
June 30, 1996         12,500,120    931,884       0      (745,470)      0      8,302      (37,275)   157,441
Issuance of ordinary
shares to ASIT in
exchange for assets
purchased              5,279,800    418,424        0            0        0         0            0    418,424
Effect of foreign
currency translation
for 1997                       0          0        0             0       0   (32,243)           0    (32,243)

Balance,
June 30, 1997         17,779,920   1,350,308       0      (745,470)      0    23,941      (37,275)   543,622
Issuance of ordinary
shares to investors    6,572,000     429,226    4,119            0       0         0       43,735    389,610
Issuance of ordinary
shares in exchange
for media rights       3,000,000     197,400        0            0       0         0            0    197,400
Issuance of ordinary
shares to ASIT in
exchange for assets
purchased             15,000,000    1,081,650       0            0       0         0            0    1,081,650
Write off of sub-
scriptions receiv-
ables                          0            0       0            0       0         0       37,275     37,275
Effect of foreign
currency translation
for 1998                       0            0        0           0       0   (247,321)          0    (247,321)
Net Loss 1998                  0            0       0            0   (473,779)      0           0    (473,779)

Balance,
June 30, 1998         42,351,920    3,058,584    4,119    (745,470)  (473,779) (271,262)  (43,735)   1,528,457
Issued shares
of ASI Entertain-
ment Inc. pre-merger     417,189           42      100           0          0         0         0          142
Shares issued to ASI
Entertainment Pty Ltd
shareholders pursuant
to Merger Agreement     5,337,148         533     (533)          0           0        0         0            0
Cancellation of ASI
Entertainment Pty Ltd
shares pursuant to
Merger Agreement      (42,351,920)   (3,058,584) (3,058,584)      0         0         0         0            0
Effect of foreign
currency translation
for period                      0           0        0            0          0   (8,695)        0       (8,695)
Loss for the three
month period to
September 30, 1998              0           0        0            0     (92,696)      0         0      (92,696)
Balance,
September 30, 1998      5,754,337           575    3,062,270   (745,470) (566,475) (279,957) (43,735) 1,427,208
Receipt capital
subscription                    0             0            0          0          0        0    9,180      9,180
Effect of foreign
currency translation
for period                      0             0           0          0          0      (141)       0       (141)
Net Loss for the
three month period to
December 31, 1998               0            0             0          0   (83,393)        0        0    (83,393)
Balance, December
31, 1998                $5,754,337        $ 575   $3,062,270  $(745,470) $(649,868)$(280,098) (34,555) $1,352,854

Receipt of Capital
 Subscription                    0            0            0          0          0         0   15,625      15,625
Effect of foreign
currency translation
for period                       0            0            0          0          0    28,738        0      28,738
Net Loss for the
three month period to
March 31, 1999                   0            0            0          0    (72,465)        0        0     (72,465)
Balance
March 31, 1999          $5,754,337          575    $3,062,270 $(745,470) $(722,333)$(251,360) (18,930) $1,324,752
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


    No dealer, salesman or any other person has been authorized to
  give any information or to make any representations other than
  those contained in this prospectus, and, if given  or  made,
  such  information  or representations may not be relied on as
  having been authorized by the Company or by any of the
  Underwriters.  Neither the delivery of this Prospectus nor any
  sale made hereunder shall under any circumstances create an
  implication that there has been no change in the affairs of the
  Company since the date hereof.  This Prospectus does not
  constitute an offer to sell, or solicitation of any offer to
  buy, by any person in any jurisdiction in which it is unlawful
  for any such  person to make such offer or solicitation.
  Neither the delivery of this Prospectus nor any offer,
  solicitation or sale made hereunder, shall under any
  circumstances create any implication that the information herein
  is correct as of any time subsequent to the date of the Prospectus.

  ------------------------

  TABLE OF CONTENTS                         Page
  Prospectus Summary
  Risk Factors
  The Company
  Use of Proceeds
  Dividend Policy
  Business
  Plan of Operation
  Management
  Security Ownership of Certain
   Beneficial Owners and Management
  Selling Securityholders
  Certain Relationships and Related Transactions
  Description of Securities
  Plan of Distribution
  Legal Matters
  Experts
  Available Information
  Index to Financial Statements

       Until 90 days after the date of this Prospectus, all
  dealers effecting transactions in the registered Securities,
  whether or not participating in this distribution, may be
  required to deliver a Prospectus.



ASI ENTERTAINMENT, INC.
3,516,825 shares of Common Stock
to be sold by the Holders thereof
2,327,161 Options and 2,327,161 shares
of Common Stock underlying such Options






- --------------
PROSPECTUS
- -------------




___________, 1999



                                          PART II

                         INFORMATION NOT REQUIRED IN THE PROSPECTUS

       ITEM 24.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The Company is incorporated in Delaware.  Under Section
       145 of the General Corporation Law of the State of Delaware, a
       Delaware corporation has the power, under specified circumstances,
       to indemnify its directors, officers, employees and agents in
       connection with actions, suits or proceedings brought against
       them by a third party or in the right of the corporation, by
       reason of the fact that they were or are such directors, officers,
       employees or agents, against expesnes incurred in any action,
       suit or proceeding.  The Certificate of Incorporation and the
       By-Laws of the Company provide for indemnification of directors
       and officers to the fullest extent permitted by the General
       Corporation Law of the State of Delaware.

                The General Corporation Law of the State of Delaware
        provides that a certificate of incorporation may contain a
        provision eliminating the personal liability of a director
        to the corporation or its stockhodlers for monetary damages for
        breach of fiduciary duty as a director provided that such provision
        shall not eliminate or limit the liability of a director (i)
        for any breach of the director's duty of loyalty to the corporation
        or its stockholders, (ii) for acts or omissions not in good faith
        or which involve intentional misconduct or a knowing violation of
        law, (iii) under Section 174 (relating to liability for
         unauthorized acquisitions or redemptions of, or dividends on,
        capital stock) of the General Corporation Law of the State of
        Delaware, or (iv) for any transaction from which the director
        derived an improper personal benefit.  The Company's Certificate
        of Incorporation contains such a provision.

 INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS, OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT
IS THE OPINION OF THE SECURITIES AND EXCHANGE  COMMISSION THAT SUCH
INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND
IS THEREFORE UNENFORCEABLE.

       ITEM 25.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

               The following table sets forth the expenses in connection
       with this Registration Statement.  All of such expenses are
       estimates, other than the filing fees payable to the Securities and
       Exchange Commission.

          Filing Fee - Securities and Exchange Commission             $ 2,639
          Fees and Expenses of Accountants and legal counsel          100,000
          Blue Sky Fees and Expenses                                    2,000
          Printing and Engraving Expenses                               1,000
          Miscellaneous Expenses                                        1,000

               Total                               $104,639



       ITEM 26.  RECENT SALES OF UNREGISTERED SECURITIES

               The Company (and ASI Entertainment Pty. Ltd. prior to
       becoming a subsidiary of the Company) issued shares of  Common Stock,
       par value $.0001 per share, to the following individuals or entities
       for the consideration as listed in cash.  If any of these sales were
       made within the United States or to United States citizens or
       residents, such sales were made in reliance upon the exemption from
       registration provided by Section 4(2) of the Securities Act of 1933.
       Pursuant to the stock exchange agreement between ASI Entertainment
       Pty. Ltd. and the Company, by which ASI Entertainment Pty. Ltd.
       became a subsidiary of the Company, the Company issued 5,293,990
       shares of Common Stock for the outstanding stock of ASI Entertainment
       Pty. Ltd., which resulted in an exchange ratio of eight shares of ASI
       Entertainment Pty. Ltd. exchanged for each shares of Common Stock of
       the Company issued.  The chart herein below reflects the pre- and
       post-exchange numbers.  Some of holders of the shares listed below
       have subsequently transferred their shares and the below list does
       not purport to be a current listing of shareholders of the Company.

                                                Number of Shares
                                            Pre-        Post-      Consid-
Date             Shareholder                Exchange    Exchange   eration

1/16/96    ASI Technologies Pty. Ltd       12,000,00   1,500,000   A$1,200,000
1/16/96    ASI Technologies Pty. Ltd              10        12.5     A$10
1/16/96    ASI Technologies Pty. Ltd              20         2.5     A$2
12/16/96   ASI Technologies Pty. Ltd
                ("ASIT Australia")         5,279,800     659,975   A$527,980
1/30/96    ASI (Holdings) Pty. Ltd           500,000      62,500   A$50,000
8/08/97    Swiss Time Australia Pty Ltd      650,000      81,250   A$65,000
8/08/97    Maxwell Grant Productions         250,000      31,250   A$25,000
               Pty. Ltd.
9/30/97    Wardour Consultants Limited     2,000,000     250,000   A$200,000
9/30/97    Research Trust No. 1            6,500,000     812,500   A$650,000
9/30/97    Research Trust No. 2            2,000,000     250,000   A$200,000
9/30/97    Wardour Consultants Limited     4,500,000     562,500   A$450,000
1/29/98    Swiss Time Australia Pty Ltd    1,500,000     187,500   A$150,000
1/29/98    Maxwell Grant Productions
               Pty. Ltd.                     400,000      50,000   A$40,000
3/18/98    Vision, Inc.                    2,500,000     312,500   A$250,000
3/10/98    Albesda Pty.Ltd.                  100,000      12,500   A$10,000
3/25/98    Nona Cole                         150,000      18,750   A$15,000
5/01/98    Pierce Mill Associates, Inc.                  417,189    $42
5/16/98    Australian Authorised
             Investments Ltd.                500,000      62,500   A$50,000
5/15/98    Research Trust No. 1              300,000      37,500   A$30,000
5/15/98    John Tcheng                       500,000      62,500   A$50,000
5/15/98    Irene Tcheng                      600,000      75,000   A$60,000
5/15/98    Lesley Tcheng                     120,000      15,000   A$12,000
5/15/98    Victoria Tcheng                   120,000      15,000   A$12,000
5/15/98    Ky Ung Dzung                      425,000      53,125   A$42,500
5/15/98    Charles Chan Lum Chow             600,000      75,000   A$60,000
5/15/98    Wolfgang Borner                   165,000      20,625   A$16,500
5/15/98    Ng Kiam Fong                       42,000       5,250   A$4,200
5/15/98    Beverly & David Chalmers          150,000      18,750   A$15,000
6/09/98    Capital General Corporation, Ltd.              43,138   **
6/10/98    Instil Enterprises Pty.Ltd.       500,000      62,500   A$50,000


       ITEM 27.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

       (a)     Exhibits

       3.1**            Certificate of Incorporation

       3.2**            By-Laws of the Company

       4.1**            Form of Common Stock Certificate

       5.1              Opinion of Cassidy & Associates

       10.1**           Form of  Exchange of Stock Agreement between ASI
                        Entertainment Pty.  Ltd. and ASI Entertainment, Inc.

       10.2**            Form of Exchange of Option Agreement between ASI
                        Entertainment Pty.  Ltd and ASI Entertainment, Inc.

       10.3**           Form of Option of ASI Entertainment, Inc.

       10.4**           ASI Entertainment Pty. Ltd. Supply and License
                        Agreement with Air Europa

       10.5**           Purchase agreement of September 30, 1997 between ASI
                        Technologies Pty. Ltd. and ASI Entertainment Pty. Ltd.

       10.6**           Purchase agreement of December 16, 1996 with ASIT
                        Australia

       10.7**           Agreement of October 9, 1997 between ASI Media and
                        ASI Entertainment, Inc.

       21.1             List of COmpany's subsidiaries

       24.1             Consents of Accountant

       24.2              Consent of Cassidy & Associates (included in
                         Exhibit 5)

       27                Financial Data Schedule
       ---------------
       **      Previously filed

       (b)              The following financial statement schedules are
                        included in this Registration Statement.

               None.


       ITEM 28.  UNDERTAKINGS.

               The undersigned registrant hereby undertakes:

               (a) To file, during any period in which offers or sales are
       being made, a post-effective amendment to this registration statement:

                (i) To include any prospectus required by Section 10(a)(3)
       of the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events
       arising after the effective date of the registration statement (or
       the most recent post-effective amendment thereof) which, individually
       or in the aggregate, represent a fundamental change in the
       information set forth in the registration statement;

                (iii) To include any material information with respect to
       the plan of distribution not previously disclosed in the registration
       statement or any material change to such information in the
       registration statement.

               (b) Insofar as indemnification for liabilities arising under
       the Securities Act of 1933 may be permitted to directors, officers
       and controlling persons of the registrant pursuant to the foregoing
       provisions, or otherwise, the registrant has been advised that in the
       opinion of the Securities and Exchange Commission such
       indemnification is against public policy as expressed in the Act and
       is, therefore, unenforceable.  In the event that a claim for
       indemnification against such liabilities (other than the payment by
       the registrant of expenses incurred or paid by a director, officer or
       controlling person of the registrant in the successful defense of any
       action, suit or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities being
       registered, the registrant will, unless in the opinion of its counsel
       the matter has been settled by controlling precedent, submit to a
       court of appropriate jurisdiction the question whether such
       indemnification by it is against public policy as expressed in the
       Act and will be governed by the final adjudication of such issue.

           (c)   The undersigned registrant hereby undertakes that:

                (i) For purposes of determining any liability under the
       Securities Act of 1933, the information omitted from the form of
       prospectus filed as part of this registration statement in reliance
       upon Rule 430A and contained in a form of prospectus filed by the
       registrant pursuant to Rule 424(b)(1) or 497(h) under the Securities
       Act shall be deemed to be part of this registration statement as of
       the time it was declared effective.

                (ii) For the purpose of determining any liability under the
       Securities Act of 1933, each post-effective amendment that contains a
       form of prospectus shall be deemed to be a new registration statement
       relating to the securities offered therein, and the offering of such
       securities at that time shall be deemed to be the initial bona fide
       offering thereof.


                                         SIGNATURES


               Pursuant to the requirements of the Securities Act of 1933,
       as amended, ASI Entertainment, Inc. certifies that it has reasonable
       grounds to believe that it meets all of the requirements for filing
       on Form SB-2 and has duly caused this Registration Statement on Form
       SB-2 to be signed on its behalf by the undersigned, thereunto duly
       authorized, in the State of Victoria, Australia  on the 9th day of
       July, 1999.


                                  ASI ENTERTAINMENT, INC.


                                  By:  /s/ Ronald J. Chapman
                                          Ronald J. Chapman
                                          President



               Pursuant to the requirements of the Securities Act of 1933,
       as amended, this Registration Statement has been signed below by the
       following persons in the capacities and on the dates indicated.


 Signature                              Title                   Date


/s/ Ronald J. Chapman                    Director                July 9, 1999


/s/ Graham O. Chappell                   Director                July 9, 1999


/s/ Philip A.  Shiels                    Director                July 9, 1999




                        WEINBERG & COMPANY, PA
                        Town Executive Center
                     6100 Glades Road, Suite 314
                      Boca Raton, Florida 33434


          CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


We hereby consent to the use in the Form SB-2 Registration
Statement, as amended, of ASI Entertainment, Inc. our reports as
of June 30, 1998 and 1997, dated November 6, 1998 (except for
Note 10 as to which the date is March 5, 1999) relating to the
consolidated financial statements of ASI Entertainment, Pty. Ltd.
and Subsidiary which appear in such Form SB-2.


                              WEINBERG & COMPANY PA
                              Certified Public Accountants


Boca Raton, Florida
July 8, 1999




                         Cassidy & Associates
                          1504 R Street, NW
                         Washington, DC 20009
                             202/387-5400

                             July 12, 1999

Board of Directors
ASI Entertainment, Inc.
Suit 3, 1601 Main Road
Research, Victoria, 3095 Australia

     Re:  Amendment to Registration Statement on Form SB-2

Gentlemen:

     We have acted as counsel for ASI Entertainment, Inc., a
Delaware corporation (the "Company"), in connection with the
preparation and filing by the Company of a registration statement
(the "Registration Statement") on Form SB-2, under the Securities
Act of 1933, as amended, relating to the registration for sale by
the holders thereof (the "Selling Securityholders") of 3,516,825
shares of its common stock and options to purchase 2,327,161 shares
of its common stock $.0001 par value per share (the "Shares").

     We have examined the Certificate of Incorporation and By-Laws
of the Company, the minutes of various meetings and consents of the
Board of Directors of the Company, the Common Stock, originals or
copies of all such records of the Company as provided to us by the
Company as representing all such meetings and consents in existence,
and such documents, certificates, records, authorizations,
proceedings, statutes and judicial decisions as we have deemed
necessary and as represented to us by the Company as those in
existence to form the basis of the opinion expressed below.  In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the
conformity to originals of all documents submitted to us as copies
thereof.  As to various questions of fact material to such opinion,
we have relied upon statements and certificates of officers and
representatives of the Company.

     Based on the foregoing and in reliance upon such
representations of the Company we are of the opinion that:

     The Shares to be offered and sold by the Selling
Securityholders have been duly authorized and are validly issued,
fully paid and non-assessable.

     We hereby consent to be named in the Registration Statement and
the Prospectus as attorneys under the caption "Legal Matters."

                    Sincerely,


                    Cassidy & Associates

                            ASI ENTERTAINMENT, INC.
                           SUITE 3, 1601 MAIN ROAD
                      RESEARCH, VICTORIA, 3095 AUSTRALIA


                              List of Subsidiaries
                               As of July 8, 1999

          ASI Entertainment Pty. Ltd.        an Australian company
          ASI Media Pty. Ltd.                an Australian subsidiary
                                               of ASI Entertainment Pty. Ltd.
          ASI Technologies, Inc.             a Delaware company


[ARTICLE] 5
[CIK] 0001067873
[NAME] ASI ENTERTAINMENT, INC.
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   YEAR
[FISCAL-YEAR-END]                          JUN-30-1998
[PERIOD-START]                             JAN-01-1999
[PERIOD-END]                               MAR-31-1999
[CASH]                                            1491
[SECURITIES]                                         0
[RECEIVABLES]                                        0
[ALLOWANCES]                                         0
[INVENTORY]                                          0
[CURRENT-ASSETS]                                  1491
[PP&E]                                               0
[DEPRECIATION]                                       0
[TOTAL-ASSETS]                                 1373965
[CURRENT-LIABILITIES]                                0
[BONDS]                                              0
[PREFERRED-MANDATORY]                                0
[PREFERRED]                                          0
[COMMON]                                       5754337
[OTHER-SE]                                           0
[TOTAL-LIABILITY-AND-EQUITY]                   1373965
[SALES]                                              0
[TOTAL-REVENUES]                                     0
[CGS]                                                0
[TOTAL-COSTS]                                    72465
[OTHER-EXPENSES]                                     0
[LOSS-PROVISION]                                     0
[INTEREST-EXPENSE]                                   0
[INCOME-PRETAX]                                      0
[INCOME-TAX]                                         0
[INCOME-CONTINUING]                                  0
[DISCONTINUED]                                       0
[EXTRAORDINARY]                                      0
[CHANGES]                                            0
[NET-INCOME]                                         0
[EPS-BASIC]                                    (.013)
[EPS-DILUTED]                                      0.0
</TABLE>


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