Attached files
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: ASI ENTERTAINMENT, INC.
CENTRAL INDEX KEY: 1067873
STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY
EQUIPMENT, NEC [3728]
IRS NUMBER: 522101695
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
A-B
SEC FILE NUMBER: 000-27881
FILM NUMBER: 544289
BUSINESS ADDRESS:
STREET 1: 954 LEXINGTON AVE.
STREET 2: SUITE 242
CITY: NEW YORK
STATE: NY
ZIP: 10021
BUSINESS PHONE: 210 775 2468
MAIL ADDRESS:
STREET 1: Level 1, 45 EXHIBITION STREET
STREET 2:
CITY: MELBOURNE
STATE: VICTORIA, AUSTRALIA
ZIP: 3000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2009
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-27881
ASI ENTERTAINMENT, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 522101695
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Level 1, 45 Exhibition Street
Melbourne, Victoria, 3000, Australia
(Address of principal executive officers)
+61 3 9016 3021
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 73,418,137
ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2009
INDEX
PART I. FINANCIAL INFORMATION.................................................2
ITEM 1. Financial Statements..................................................2
PART 1: FINANCIAL INFORMATION.................................................7
ITEM 2. Management's Discussion and Analysis or Plan of Operation.............7
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk............8
ITEM 4. Controls and Procedures...............................................8
PART II. OTHER INFORMATION....................................................9
ITEM 1. Legal Proceedings.....................................................9
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds...........9
ITEM 3. Defaults upon Senior Securities.......................................9
ITEM 4. Submission of Matters to a Vote of Security Holders...................9
ITEM 5. Other Information.....................................................9
ITEM 6. Exhibits and Reports on Form 8-K......................................9
SIGNATURES...................................................................10
CERTIFICATIONS...............................................................11
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2009
September 30, June 30, 2009
2009 (AUDITED)
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents 4,121 231
-------------- --------------
Total Current Assets 4,121 231
-------------- --------------
NON CURRENT ASSETS
Investments 134,246 134,247
-------------- --------------
Total Non Current Assets 134,246 134,247
-------------- --------------
TOTAL ASSETS 138,367 134,478
============== ==============
LIABILITIES AND SHARHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses 58,240 50,512
Related party payables 158,989 127,160
Due to related parties 81,916 81,916
Advances 146,895 146,895
-------------- --------------
Total Liabilities 446,040 406,483
-------------- --------------
STOCKHOLDERS' EQUITY
Preferred stock $0.0001 par value, 20,000,000 $ 0 $ 0
shares authorized, non issued and outstanding
Common stock, $0.0001 par value, 100,000,000 $ 7,342 $ 6,992
shares authorized, 73,418,137 shares issued
and outstanding
Additional paid-in capital $ 8,069,800 $ 8,000,150
Treasury stock -
- par value (50,000 shares) $ ( 5) $ ( 5)
Accumulated deficit $ (8,384,810) $ (8,279,142)
Accumulated other comprehensive loss $ 0 $ 0
-------------- --------------
Total Stockholders' Equity $ (307,673) $ (272,005)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 138,367 $ 134,478
============== ==============
See accompanying notes to unaudited consolidated financial statements.
- 2 -
ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
AS OF SEPTEMBER 30, 2009
(UNAUDITED)
Three Three
months months
ending ending
Sep 30, 2009 Sep 30, 2008
REVENUE 0 0
Interest Received 0 0
Cost of Sales 0 0
-------------- --------------
-------------- --------------
Gross Profit 0 0
-------------- --------------
EXPENSES:
Accounting and auditing 7,600 8,400
Banking 211 338
Consulting fees 20,000 0
Corporate administration 150 748
Corporate promotion 0 434
Engineering 10,000 0
Directors fees 30,000 0
Officer's Management fee 31,216 18,727
Office expenses, rent, utilities 496 576
Patent attorney 5,900 3,030
Travel 95 100
--------------- ---------------
Total Expenses 105,668 32,353
--------------- ---------------
Net Profit/(Loss) $ (105,668) $ (32,353)
============== ==============
Foreign Currency Translation $ 0 $ 0
Gain/(Loss), net-of-tax
--------------- ---------------
Comprehensive Profit/(Loss) $ (105,668) $ (32,353)
=============== ===============
Weighted average number of shares 71,418,137 58,388,654
outstanding during the period
=============== ===============
Net Profit/(Loss) per common share $ (0.00) $ (0.00)
and equivalents
=============== ===============
See accompanying notes to unaudited consolidated financial statements.
- 3 -
ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
AS OF SEPTEMBER 30, 2009
(UNAUDITED)
Three Three
months months
ending ending
Sep 30, 2009 Sep 30, 2008
Cash flows from operating activities:
Net Profit/(Loss) (105,668) (32,353)
-------------- --------------
Adj. To reconcile net loss to net cash provided by operating
activities:
Compensatory stock issuances - directors 30,000 0
Compensatory stock issuances - consultants 30,000 0
Changes in operating assets and liabilities:
Increase/(decrease) in:
Accounts payable and accrued expenses 7,728 22,837
Related party payables 31,829 0
Loans and Advances 0 0
-------------- --------------
Total adjustments to reconcile net loss to cash provided by operating 99,557 22,837
activities:
-------------- --------------
Net cash used in operating activities (6,111) (9,516)
-------------- --------------
Net Cash flow from investing activities:
-------------- --------------
Net cash provided by (used in) investing activities 0 0
-------------- --------------
Cash flow from financing activities:
Increase/(decrease) in amount due to related parties 0 3,678
Equity for debt swap 0 0
Proceeds from issuance of common stock, net 10,000 7,000
-------------- --------------
Net cash from financing activities 10,000 10,678
-------------- --------------
Effect of exchange rate changes on cash 0 0
Net increase/(decrease) in cash 3,889 1,162
-------------- --------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 231 640
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 4,121 1,802
============== ==============
See accompanying notes to unaudited consolidated financial statements.
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Note 1. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying unaudited consolidated financial statements are the accounts
of ASI Entertainment, Inc. ("the Company").
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.
The functional currency of the company is the United States dollar. The
unaudited consolidated financial statements are expressed in United States
dollars. It is management's opinion that any material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
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 included in the Company's Form 10-K for the year ended June 30, 2009.
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".
- 5 -
ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO BALANCE SHEET
AS OF SEPTEMBER 30, 2009
(UNAUDITED)
Note 2. Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As such, they do not include
adjustments relating to the recoverability of recorded asset amounts and
classification of recorded assets and liabilities. The Company had accumulated
losses of approximately $8,384,810 at September 30, 2009 and will be required
to make significant expenditure in connection with development of the SafeCell
intellectual property and in seeking other investments along with general and
administrative expenses. The Company's ability to continue its operations is
dependant upon its raising of capital through debt or equity financing in order
to meet its working needs.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern, and if substantial additional funding is not
acquired or alternative sources developed, management will be required to
curtail its operations.
The Company may raise additional capital by the sale of its equity securities,
through an offering of debt securities, or from borrowing from a financial
institution. The Company does not have a policy on the amount of borrowing or
debt that the Company can incur. Management believes that actions presently
being taken to obtain additional funding provides the additional opportunity
for the Company to continue as a going concern.
Note 3. Issuance of common stock
During the three month period ended September 30, 2009, the Company issued
3,500,000 shares of common stock and as a result has taken up Common Stock of
$350 and Additional Paid-In Capital of $69,650.
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PART 1: FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This quarterly report on form 10-Q includes "forward-looking statements" as
defined by the Securities and Exchange Commission. These statements may
involve known and unknown risks, uncertainties and other factors which may
cause actual results, performance or achievements to be materially different
from future results, performance or achievements expressed or implied by any
forward- looking statements. Forward-looking statements, which involve
assumptions and describe future plans, strategies and expectations, are
generally identifiable by use of the words "may," "will," "could", "should,"
"expect," "anticipate," "estimate," "believe," "intend" or "project" or the
negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on assumptions that
may be incorrect. Actual results could differ materially from those expressed
or implied by the forward-looking statements as a result of various factors.
The company undertakes no obligation to update publicly any forward-looking
statements for any reason, even if new information becomes available or other
events occur in the future.
The following discussion should be read in conjunction with the accompanying
consolidated financial statements for the three-month period ended September
30, 2009 and the Form 10-K for the fiscal year ended June 30, 2009.
RESULTS AND PLAN OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2008
Revenue and Gross profit in the three month period ended September 30, 2009 was
nil. In the corresponding three month period ended September 30, 2008 revenue
and gross profit was nil.
The Company had a net loss of $105,668 in the three month period ended
September 30, 2009 compared to a net loss of $32,353 in the three month period
ended September 30, 2008. Expenses increased from $32,353 in the three months
ended September 30, 2008 to $105,668 in the three months ended September 30,
2009 because of consulting fees, directors fees, engineering costs and
increased management fees.
There was no foreign currency translation gain or loss for the three months
ended September 30, 2009 or for the three month period ended September 30,
2008. As a result, the Company recorded a comprehensive loss of $105,668 for
the three month period ended September 30, 2009 compared to a comprehensive
loss of $32,353 for the three month period ended September 30, 2008.
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LIQUIDITY AND CAPITAL RESOURCES
The Company has used the proceeds from the sale of the securities and operating
revenue for payment of operating costs to date. The Company's cash and cash
equivalents increased from $231 at July 1, 2009, to $4,121 at September 30,
2009.
The Company incurred a net loss of $105,668 from operating activities for the
period July 1, 2009 to September 30, 2009 primarily due to consulting fees,
management fees, directors fees, engineering costs and patent attorney fees.
The Company did not receive any revenue in the three months ending September
30, 2009 or in the three month period ending September 30, 2008.
The cash flow of the Company from financing activities for the three months
ending September 30, 2009 was mainly from the issuance of common stock.
The Company's plan for the SafeCell intellectual property will require funding
for the completion of the patent application, then further funding for
marketing to set up license and royalty agreements.
The Company may raise additional capital by the sale of its equity securities,
through an offering of debt securities, or from borrowing from a financial
institution. The Company does not have a policy on the amount of borrowing or
debt that the Company can incur.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. The Company's Chief
Executive Officer/Principal Financial Officer, and the Company's President,
after evaluating the effectiveness of the Company's disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) as of a
date within 90 days of the filing date of the quarterly report (the "Evaluation
Date") concluded that as of the Evaluation Date, the Company's disclosure
controls and procedures were adequate and effective to ensure that material
information relating to the Company and its consolidated subsidiaries would be
made known to them by individuals within those entities, particularly during
the period in which this quarterly report was being prepared.
(b) Changes in internal controls.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect the Company's disclosure controls
and procedures subsequent to the Evaluation Date, nor any significant
deficiencies or material weaknesses in such disclosure controls and procedures
requiring corrective actions. As a result, no corrective actions were taken.
- 8 -
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended September 30, 2009, the Company issued 3,500,000
shares of common stock that were not registered under the Securities Act of
1933, as noted in "Note 3. Issuance of common stock" in the Financial
Statements above. The offer, sale and issuance of these securities was made in
reliance upon the exemption from the registration requirements of the
Securities Act provided for by Section 4(2) thereof for transactions not
involving a public offering. Appropriate legends have been affixed to the
securities issued in these transactions. The purchasers of the securities had
adequate access, through business or other relationships, to information about
the Company. The funds received from the issue of securities will be used for
working capital.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following report on Form 8-K was filed during the last quarter:
(1) 8-K filed September 25, 2009 reporting:
(1) Mr Philip Shiels has assumed the role of Chief Executive Officer of
the
Company as well as continuing in his current role as Chief Financial
Officer;
Mr. Ron Chapman remains as a director and President of the Company.
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SIGNATURES
In accordance with the Exchange Act, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.
ASI ENTERTAINMENT, INC.
SIGNATURE TITLE DATE
By: /s/
Ronald J. Chapman Director 11/18/2009
By: /s/
Philip A. Shiels Director 11/18/2009
By: /s/
Graham O. Chappell Director 11/18/2009
- 10 -
