<PAGE>

               Securities and Exchange Commission
                       Washington, D.C., 20549

                             FORM 10-KSB/A
Annual Report Pursuant To Sections 13 Or 15 (D) Of The Securities Exchange
Act Of 1934
            For the Fiscal Year Ended December 31, 1999
Filed Pursuant To Sections 13 Or 15(D) Of The Securities Exchange Act of 1934

              Securities and Exchange Commission File Number O-28416

===============================================================================
                     SBI Communications, Inc.
     (Name of small business issuer specified in its charter)
===============================================================================
<TABLE>
<S>                                               <C>
         Delaware                                    58-1700840
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification Number)

  1239 South Glendale Avenue                          [818] 550-6181
    Glendale, California          91205           ISSUER'S telephone number
   (Address of Principal
    Executive Offices)          (Zip Code)
</TABLE>
===============================================================================
      Securities registered pursuant to Section 12(b) of the Act:  None
      Securities to be registered pursuant to Section 12(g) of the Act:
      Common Stock, Par value $0.001 - Preferred Stock, Par Value $5.00
                           (Title of Class)
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 requirement for the past 90 days.     YES X  NO __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definite proxy or information statements
incorporation by reference in Part III  of this Form 10-KSB or any amendment
to this Form 10-KSB.          YES X   NO __
<TABLE>
<S>                                                            <C>
Registrant's revenues for its most current fiscal year:          $        0.00
Aggregate market value of the voting stock held by
non-affiliates as of March  30, 2000:                            $1,893,949.20
Number of common shares outstanding as of latest
practical date at $.001 par value:                                  4,846,939
</TABLE>
<PAGE>
Documents Incorporated By Reference:  None
Location of Exhibit Index:       The index of exhibits is contained in part IV
herein on page number 49.
Transitional Small Business Disclosure Format:     Yes ____      No _X_
===============================================================================
                       Dated March 30, 2000
________________________________________________________________________________
<PAGE>
<TABLE>
<CAPTION>
                        Table of Contents
Item      Page
Number    Number    Item Caption
------    ------    ------------
<S>      <C>   <C>
Part I
------

Item 1.   3    Description of Business
Item 2.   15   Description of Properties
Item 3.   16   Legal Proceedings.
Item 4.   16   Submission of Matters to a Vote of Security Holders

Part II
-------

Item 5.   16   Market Price of and Dividends on the Registrant's Common
                  Equity and other  Shareholder Matters
Item 6.   22   Management's Discussion and Analysis or Plan of Operation

Item 7.   25    Financial Statements and Summary Financial Data
Item 8    33    Changes in and Disagreements with Accountants on Accounting
                  and Financial  Disclosure

Part III
--------

Item 9    34    Directors, Executive Officers, Promoters and Control Persons
Item 10.  42    Executive Compensation
Item 11.  44   Security Ownership of Certain Beneficial Owners and Management
Item 12.  45   Certain Relationships and Related Transactions

Part IV
-------

Item 13.  45   Exhibits, Financial Statement Schedules, and Reports on Form
                  8-K

Signatures  49
----------
</TABLE>
<PAGE>


                             Part I
                             ------
Statements contained in this Annual Report on Form 10-KSB that are not
historical facts are forward-looking statements as that term is defined
in the Private Securities Litigation Reform Act Of 1995. Such forward-looking
statements are subject to risk and uncertainties, which could cause actual
results to differ materially from estimated results. Certain of such risks and
uncertainties are detailed in filings with the Securities and Exchange
Commission and the Company's in Item 1 "BUSINESS" and Item 6 MANAGEMENT'S
DISCUSSION AND DESCRIPTION OR PLAN OF OPERATION" below.

     Item I.         Description of Business
     ------          -----------------------
General
------

SBI Communications, Inc., a publicly held Delaware corporation (the "Company"),
was originally organized in the State of Utah on September 23, 1983, under the
corporate name Alpine Survival Products, Inc.  Its name was changed to Justin
Land and Development, Inc., during October of 1984, and to Supermin, Inc., on
November 20, 1985.

The Company was originally formed to engage in the acquisition of any
speculative investment or business opportunity without restriction as to type
or classification.  On September 29, 1986, Supermin, Inc., concluded a
reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1954,
as amended, pursuant to which it exchanged 200,000 shares of its common stock,
$.001 par value (all shares numbers,  unless otherwise stated, adjusted to
reflect a one for 20 reverse stock split) for all of the capital stock of
Satellite Bingo, Inc., a Georgia corporation organized on January 10, 1986, and
the originator of the Company's current business (the "SBI Subsidiary").  In
conjunction with such reorganization, the former stockholders of the SBI
Subsidiary, acquired control of the Company and the Company changed its name to
Satellite Bingo, Inc.

On March 10, 1988, the Company changed its name to SBI Communications, Inc., its
current name, and on January 28, 1993, the Company reincorporated into Delaware
through a statutory merger with a wholly owned Delaware subsidiary in reliance
on the exemption from registration requirements of Section 5 of the Securities
Act of 1933, as amended, provided by Rule 145(a)(2) promulgated thereunder.

The Company has four subsidiaries, Frontier Palace.Com, SBI Communications,
Inc., an Nevada corporation;  Satellite Bingo, Inc., a Georgia corporation and
SBI Communications, Inc., a Alabama corporation. Unless the context requires
otherwise, the term "Company" includes SBI Communications, Inc., a publicly held
Delaware corporation, and, its subsidiaries, predecessors and affiliates whose
operations or assets have been taken over by SBI Communications, Inc., a
publicly held Delaware corporation.

Business Overview

SBI Communications, Inc. (The "Company" or SBI), owned a bingo
facility and leased this facility and equipment to charities, for fund
<PAGE>
raising projects, under a licences to operate and conduct bingo.
Due to the fact that the charity was not able to pay the agreed rental
payment. This operation ceased in January of 1998 and the company did not
renew the charity lease. The Company has since place the facility for sale
and has a purchase agreement in place to close on April 30, 2000.

The Company moved its corporate offices to Glendale, California and change its
direction and focus to the broadcasting of interactive game shows and creation
of Internet entertainment and related services. The intent of the company is
to identify and commercialize leading edge Internet entertainment technologies
and make available to it's Frontier Palace.Com membership base throughout
the world.

The Company's wholly owned subsidiary Frontier Palace.Com, is a high tech
Internet website that will provide an interactive communicative infrastructure
of international chat, e-commerce, entertainment, 24/7 Satellite Bingo with
cash prizes for your chance to win up to $1,000,000.00 with guarantee prize
winners, trade & barter, shopping cart, web-casting of special events,
classified ads, newsletters, players club and other service available for
its members.

Current Operations
------------------

Alabama Facility
----------------

The Company owns a facility in Piedmont, Alabama which is leased to businesses
for their operations in Piedmont, Alabama. The company has in place a purchase
agreement for this facility from The Brindlee Mountain Castle Corporation for
$6,000,000.

The company had considered renovation to turn the Piedmont facility into
a E-Mall for store front, hosting of web sites and fulfillment for home base
Internet business that have need for this service and facility as their business
grows. Also, considering a retail or entertainment facility. This is needed in
Piedmont and would be well received by the City and local community.

California
----------

The Company web site is located in Glendale, California at the company's
production facility. The company has moved it's offices to Glendale,
California October of 1999.

Expansion Plans
---------------

The Company continuously reviews industry developments and regulations for
potential expansion opportunities. As a public company, the Company benefits
from operating in highly regulated markets which levels the competitive playing
field.


<PAGE>
It is imperative that the Company continue to grow its operational revenues.
The Company has made a significant investment in assembling its management team
and operational infrastructure.  This investment cost is now relatively fixed,
however, and the Company has the potential to significantly leverage its
profitability through incremental revenue increases.  The Company will
therefore continue to employ an aggressive yet methodical growth strategy.
It intends to make strategic expansions in markets with: i) accommodating
regulations; ii)  favorable demographics; iii) successful operations
management; and iv) customer acceptance and patronization.

The Company intends to grow through both acquisitions and developments.  it uses
extensive review procedures to evaluate expansion opportunities, including
market studies, legal evaluations, financial analyzes and operational reviews.
The Company determines development budgets and acquisition prices based on the
proposed investment's expected financial performance, competitive market
position, risk profile and overall strategic fit within the Company's
operational plans.  Acquisition terms typically include cash payments, issuance
of Company securities and seller-financed notes.  Consulting and non-competition
agreements may also be included.

The development of telecommunications, the emergence of new technology and the
international nature of the Internet has created opportunities to develop
new, efficient and secure ways to deliver entertainment to customers. As one
of the companies that plans to employ these new technologies on the Internet,
SBI intends to capitalize on its expertise in the analyzing of consumer
data and information to become a world leader of online entertainment.

 Products or Services and Their Markets
 --------------------------------------

1. Broadcast And Internet
-------------------------

The Company has experience in the interactive communications and entertainment
fields which brings together elements of the "information superhighway."   It
has created and broadcast interactive national television programs using
state-of-the-art computer technology, proprietary software programs, satellite
communications, and advanced telecommunications systems.

The Company's management believes that its experience in developing and
delivering interactive television programs, as well as its ownership of
proprietary systems and software, provide an advantage in its ability to launch
new entertainment and information programs based on comparable resources.

A.Globalot Bingo & Satellite Bingo
----------------------------------

Introduction
------------

Globalot Bingo and Satellite Bingo are proprietary interactive Bingo games which
were broadcast by the Company in the past via satellite to participating cable
and television stations.  The Company plans to resume expanded broadcasts in the
<PAGE>
near future.

The use of telephones for game card distribution makes it possible for home
viewers to also participate in the Company's broadcast programs.  The Globalot
Bingo program was designed to provide larger jackpots than participating
operations could individually pay, permitting participating cable and broadcast
stations to attract larger viewing audiences, increase profits and attract
commercial sponsors. The company's plans to enter into a license agreement with
a major Spanish Network to broadcast its interactive programming.

Operation
---------

In order to play the game each player must be playing a different card or
cards. Globalot Bingo has developed a "Super Jackpot Bingo" computer program
that can generate a series of one billion individual cards without
duplication.  Each card is unique and all cards are serially numbered to
preclude anyone from submitting a fraudulent cards and/or counterfeiting.

Globalot Bingo cards may be obtained by telephone until a specified time.  At
that point the Company provides the serial number of cards obtained for that
night's game to its central processing office.

In order to encourage participation and to develop a broad playing audience,
Globalot Bingo developed a special Million Dollar Globalot game, designed to air
each Saturday evening at 11:00 p.m. (eastern time). When broadcasts resume, the
game will pay the first person who attains Bingo each broadcast night an
advertised cash prize.  The prizes will involve a chance to win $1,000,000 by
being the first participant to cover the correct 8 numbers in 16 calls (the term
call referring to the first 16 numbers selected in the game) or less (the "Quick
Pick 8" game) or, guaranteed second prizes of $25,000.  If there is no winner
in the $1,000,000 game, the Company will pay the first person to cover the
shaded area or complete the Quick Pick 8 game $5,000. In the event of a Quick
Pick 8 winner, each winner will be transported to the studios where a monthly
web cast of a wheel game which will provide each winner the opportunity
to spin for a cash prize up to one million dollars. All prizes over $100,000.
will be paid by a twenty year annuity. In addition to the Quick Pick 8 game,
the Company will award a $20,000.00 dollar grand prize to the first person
covering an entire card. Cards obtained to play the Company's 24 hour
program will be good for the entire week, including the Saturday Million Dollar
Globalot Bingo game. As additional players participate, the Company plans to
increase the grand prize to $50,000.

When the televised  game  begins, each  number being called on the televised
show is also recorded by the master computer.  The computer system, by
monitoring all of the cards in play,  is able  to determine  when a  Bingo has
occurred and provide the location of the winning card holder.  The viewing
audience is immediately shown the image of the winning card.

All games are called at the rate of approximately one Bingo number every 12-15
seconds in order to allow players to play multiple cards.  If it is determined
that, based on the cards in play, the call is too fast or too slow, an
adjustment is made.
<PAGE>
The national winner will be called during the broadcast by the program's host,
or, may call the Globalot Bingo 800 number shown on the program.  Upon contact,
the winner will provide the Company's staff with his or her serial number and
other necessary identification, including name and address.  The winner is then
instructed on how to claim the prize.

If for reasons beyond the control of Globalot Bingo the regular telecast and
game cannot be broadcast, all prize moneys announced for that week will be added
to the jackpot for the next succeeding game. All elements of the broadcast game
are being conducted on the Company web site at frontierpalace.com/Satellite
Bingo..

Technology
----------

The Company  will use proprietary technologies that enable viewers at home to
participate in Bingo games televised live in specific English speaking and
Hispanic markets in the US and Worldwide (local laws permitting).

Globalot Bingo has a special telephone number, 800-729-BINGO (2464), which is
an access code to gain entry into long distance network. Upon dialing the number
a caller hears a 45 second message disclosing who the caller has reached,
providing information about Globalot Bingo, the caller's options and how to
receive Globalot Bingo playing cards by telephone (including the cost and method
of billing). A caller must have a prepaid calling card in order to obtain free
Satellite Bingo playing cards via the phone, which must be purchased from the
Company.  The prepaid calling card also permits the purchaser to make long
distance telephone calls at savings of up to 70% from regular long distance
rates and will provide access to other services which the Company plans to make
available in the future.

In the event the caller, (who must be 18 or over), wishes to proceed after the
45 second announcement he or she must activate the system.  Upon activation by
the caller, the call is automatically switched to the Globalot Bingo card
distribution center, and charges for the call  begin.  The time necessary to
receive three Globalot Bingo playing cards by telephone is eight minutes and the
caller is charged $8.00 or $1.00 per minute.  The charge for the call is
deducted from the caller's prepaid calling card.  The prepaid calling card may
be obtained from the Tele-communications switch via credit cards or by sending
in payment to the Company.

Interactive players will also be able to obtain a strip of three cards free of
any charge by sending a stamped, self addressed envelope to the Company.

The Company has established a winners hot-line that will allow card holders to
obtain information concerning winning cards.  This will allow players to play
and win even if they didn't have an opportunity to see the show.

The Company also has the ability to receive long distance calls from 65
countries for Globalot Bingo playing cards, provided in the same manner as
domestic callers except that service is provided in the predominant language
used in the originating country.  The cost for such calls will differ depending
on the country of origin.  The Company receives a portion of each call paid,

<PAGE>
payment being different in each originating country.  International callers can
obtain play information over the Internet.

The Company's software and communications technology eliminates the need and
minimizes the expense related to the printing and distribution of Bingo cards
by permitting viewers to receive up to four "cards" (numbers) by phone; and,
allows its telephone switching network to handle thousands of calls
simultaneously, permitting optimum viewer participation in each game.  The
use of these technologies also eliminates the need for live operators.

The Company's production offices and computer center are located at 1239 South
Glendale Avenue, Glendale, California 91205.  Its phone number is 1-818-550-
6181.

Company's Income
----------------

The Company's income will be based on the difference between the telephone
charges paid by players and the negotiated cost charged to by the participating
long distance company.  The long distance charges will appear on each caller's
prepaid calling card, eliminating collection functions.  Since no live operators
are employed in recording and processing the calls and awards, the only expenses
are related to the prizes offered, production and telecast of the Bingo game and
administrative costs. Additional revenues are from advertising, marketing for
third parties, Internet and memberships. We intend to seek to generate revenues
by selling advertising on our web site and entering into arrangements with
sponsor to post links to their web sites. In order to accomplish this goal
our games must attract a sufficient number of visitors and participants to
our web site.

Internet
-------

The Company URL's are located at http://www.sbicommunications.com,
http://www.globalot.com, http://www.sbid.net, http://www.bingonut.com,
http://www.wnet1.com, http://www.sbicom.com, http://www.bingo2k.com, and
the company web site is at http://www.frontierpalace.com. Shopping, travel,
 bingo games and other items will be available for the consumer second
quarter-2000. A club membership will be required,  and membership fee will
be $19.95 per month. To gain access to the site and take advantage of services
and games available you must be a member. All bingo games are free with
no purchase necessary and anyone may acquire free game cards by sending
the Company a request and a self addressed, stamped, envelope (SASE).
Satellite Bingo games will be played 24 hours 7 days a week. Members may play
all games available. Upon winning, the player will be sent an e-mail disclosing
the game number, amount of winnings and be featured in the winners circle.

IMPACT OF THE YEAR 2000

The year 2000 risk is the result of computers being written using two digits
rather than four digits to define the applicable year. Computer programs that
have sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. As a result, computer systems and/or software used by many
<PAGE>
companies and government agencies may need to be upgraded to comply with year
2000 requirements or risk systems or miscalculations causing disruptions of
normal business activities.

STATE OF READINESS

Based on as internal assessment, SBI believes that its software programs, both
those development internally and purchased from material outside vendors, are
year 2000 compliant or will be by December 31st 1999.
SBI began assessing its state of year 2000 readiness during September 1998. This
included reviewing the year 2000 compliance of the following:

       SBI internally developed proprietary software incorporated in the SBI
       broadcast bingo  and Internet programs;

       Third-party software vendors;
  SBI will continue to require its vendors of material hardware and software
to provide assurances of their year 2000 compliance.

COSTS

To date, SBI has incurred approximately $30,000.00 of costs in identifying and
evaluating year 2000 compliance issues. Most of SBI expenses have related to.
And expected to continue ro relate to the operating costs associated with time
spent by employees in the evaluation year 2000 compliance matters. At this time,
SBI does not possess the information necessary to estimate the potential costs
of future revision to software relating to the SBI programs should revision by
required of the replacement of third-party software, hardware of services, if
any, that are determined to not be year 2000 compliant. Although SBI believes
that its software programs, both development internally and purchased from
outside vendors are either already year 2000 compliant or will be by December
31st, 1999,. Failure to identify non year 2000 compliant software could have a
material and adverse effect on SBI's business, results of operations and
financial condition.

RISKS

SBI is not currently aware of any significant year 2000 compliance problems
relating to the broadcast or  Internet or other software systems that would have
a material and adverse effect on business, results of operations and financial
condition.

Competition

 1.  Broadcast
 -------------

Interactive Technology
----------------------

A number of important trends support management's belief that the Company is
re-entering the interactive television programming market at the right time with
the right products.  As the phenomenon known as the "Information Superhighway"
<PAGE>
continues to shape the way people communicate with one another, receive
information and facilitate transactions, a number of events are beginning to
occur. Numerous books and recent articles indicate that people are becoming more
comfortable with services and entertainment offered in the privacy of their own
home through their telephones or personal computers.  The data highway also
known as the National Information Infrastructure (NII), is helping facilitate
this trend by linking homes, offices and entertainment sources into one big
network.

The data highway and its ability to reach millions of consumers is providing
unprecedented opportunities for manufacturers and marketers of products and
services.  These companies are being challenged to find ways to use advanced
technology, like interactive technology, to make it easy for consumers to find
out about and purchase their products and services.

Popular examples of interactive technology in the consumer market include
on-line computer services (like AOL, AT&T, Prodigy and CompuServe), voice
automated telephone services (like consumer banking and financial services),
and at-home television shopping services (like the Home Shopping Network).
The success of these have convinced management that interactive television
programming like that being offered will be well received by a public that
continues to accept more and more interactive technology into their daily
lives.

The Bingo Industry
-----------------------------

The interjection is so familiar one would think it originated with the eponymous
game of chance. Yet bingo is derived from an Italian lottery game, Lo Giuoco del
Lotto d'Italia, one initiated in 1530 and still held every Saturday in Italy.
"Le Lotto" migrated to France in the late 1700s in a form similar to the bingo
we know today, with a playing card, tokens and numbers read aloud. Lotto became
educational in the 1800s - in Germany, lottery games were designed to teach
children multiplication tables. It grew throughout Europe over the next two
centuries. In 1929, a game called "Beano" was played at a carnival near Atlanta,
Georgia. The primitive bingo game's tools consisted of dried beans, a rubber
number stamp and some cardboard. Edwin Lowe, a New York toy salesman, observed
the game where players exclaimed "beano" if they filled a line of numbers on
their card. Lowe introduced the game to his friends in New York, where one of
his players mistakenly yelled "Bingo!" in her excitement "Lowe's Bingo" began
as a game and Lowe asked competitors to pay him $1 per year to allow them to
call their games bingo as well. He later sought the services of an elderly math
professor at Columbia University, Carl Leffler, to expand the amount of number
combinations. In 1930 , Professor Leffler devised 6,000 bingo cards with non-
repeating number groups. He completed the task successfully, and then went
insane. The game of "Bingo" moved to New York, and quickly spread up and
down the East Coast. By 1934,  an estimated 10,000 bingo games were played
every week. In  1998, approximately $7 Billion was spent on active bingo in
North America alone.

There are 64,000 charitable bingo centers in North America with over 70,000
organizations licensed to operate bingo. Bingo is the most accepted form of
gaming by the public. Approximately 45 states and the District of Columbia have
<PAGE>
legalized charitable bingo. There are approximately 65 millions people who visit
a bingo facility each month and spend an average of $22.00 per visit. Bingo is
expected to maintain or possibly increase its market share of total gaming
industry receipts consistent with an aging U.S. population, which has more
disposable income and time and enjoys playing bingo more than other age groups.

 Management believes that the past success of the Company's interactive bingo
programs are evidence that the game is as popular as ever among people around
the world.  Recent statistics generated by the United States government seem to
strongly support this belief.  According to a recent survey of American Gambling
Attitudes and Behavior conducted by the United States Commission on the Review
of a National Policy Toward Gambling, bingo is the fourth leading "entertainment
sport" in the United States, generating some 60,000,000 spectators and/or
participants each  month.  This figure represents 7,300,000 more
participants/spectators than Major League Baseball attracts and almost
40,000,000 more participants/spectators than NFL Football and NBA
Basketball attracts.

The survey also shows that the game has equal appeal among genders.  Approxi
mately 30% of bingo players have an income of $25,000 and over, and bingo
players are more likely to use their leisure time by doing indoor activities
such as reading books, newspapers and magazines.

As Americans become older as a population and choose to spend more time at home,
management believes that interactive television programs like those it plans to
offer will increase in popularity.  Current statistics indicate that persons 65
and older that play Bingo play the game at least once a week.

These research findings and past experience support management's belief that
bingo is as popular as ever and that there is a viable market opportunity for
the Company's nationally and internationally interactive broadcast programs

The Company's Competitive Position
----------------------------------

The Company  operations are in competition with all aspects of the entertainment
industry, both locally, nationally and worldwide.

SBI experiences competition from five market segments:

1)   Traditional game shows;
2)   Internet bingo companies;
3)   Electronic bingo companies;
4)   Web services providers; and
5)   Other entertainment/media companies

Broadcast Bingo
---------------

The Company competes with all broadcast game shows and, more generally, all
types of broadcast promotions designed to increase audience share and
advertising revenues.  Management is not aware of any nationally broadcasted
bingo shows.  Some locally-originated shows exist in various locations.


<PAGE>
Management believes, without assurance, that it has a competitive edge over
other broadcast bingo promotions since Ron Foster originated the concept and
has been promoting it since 1984.  Management believes that the Company has
established a reputation of equitable  and complete service to the broadcast
and gaming industry.
With respect to game shows and other types of broadcast promotion, management
believes that the simplicity of the bingo game and its mass audience appeal
enables the Company to successfully compete with other game shows.

Other Activities
----------------

The Company is not an established participant in the other areas in which it
expects to operate;  however, management believes that the fields involve
rapidly developing markets which no single entity currently dominates, with
great opportunities for entry level participants possessing an understanding of
developing technologies.  Consequently, although the interactive television
fields are highly competitive and include major cable television and telephone
companies, management is confident that its endeavors constitute a niche in
which it can successfully compete.

2. Sources and Availability of Raw Materials and the Names of Principal
-----------------------------------------------------------------------
   Suppliers
   ---------

None of the Company's proposed activities are reliant on raw materials.  Rather,
they depend on the ability to exploit emerging technologies that are expected
to be readily available.

3. Dependence on One or a Few Major Customers
---------------------------------------------

The Company's previous operations were  highly reliant on  local charities.  Its
former broadcast  operations and contemplated future Internet Web Site
operations are not expected to be reliant on any single or small group of
customers.

Employees
---------

As of  December 31, 1999, the Company  had 6 permanent employees, including two
officers, four professional staff. The Company also retains the services of
property managers who oversee the facility maintenance & grounds in Alabama.  No
employee of the Company is represented by a labor union or is subject to a
collective bargaining agreement.

       Premises

Frontier Palace
376 Highway 278 Bypass - Piedmont, Alabama  36272
Company-owned

<PAGE>
Government Regulation

Due to the game show  broadcast and Internet bingo games are free. These game
do not have the elements that comprise a lottery. This being prize, chance and
consideration. The consideration is remove by offering the games free. However,
the games are considered  a sweepstakes and do fall under the government and
state regulation for sweepstakes.

Item 2 - Properties
-------------------

The Company owns a facility in Piedmont, Alabama and was purchased by the
Company on December 16, 1994, for $6,500,000 and $1,000,000.00 for equipment
(paid in 1,500,000 shares of the Company's preferred stock, valued
at $5.00 per share) for a total of $7,500,00.00.

The facility is comprised of 80,000 square feet of usable space under roof, and
includes a Bingo hall.  The Bingo hall, including the personal property owned
by the Company and maintained properties therein, has been leased on a month to
month basis by the Company to Piedmont Jaycees, Inc. since August 10, 1995 until
terminated January 1, 1998.  The rental for the building and equipment located
therein is $75,000 per month or $7,000 per day, whichever is greater, plus all
other defined expenses, excluding insurance, ad valorem taxes, assessments,
repairs, upkeep, maintenance and similar expenses. However, the Piedmont Jaycees
were not able to pay $75,000.00 per month and the rent was reduce to a minium
payment of $25,000.00 through the startup period. However the company was never
able to collect the total amount of agreed rent. This lease was cancel and was
not renewed in January of 1998.

Furthermore, on April the 28th 1995, before the deed was recorded, the State of
Alabama placed a $550,000.00 tax lien on Cranberry-Magnetite for admission
taxes, thereby placing a lien on the property. The Company received a warranty
deed which reflected no liens. After a legal action by Cranberry-Magentite
with the State of Alabama failed in 1998 the Company was force to pay these
taxes which total $750,000.00 on behalf of Cranberry-Magnetite. In order to
pay this liability the Company borrowed $1,050,000.00 from Haulmark, Inc.
Haulmark, Inc. also wanted to have a first mortgage and by paying the
first mortgage holder, which was a $250,000.00 loan from National Mortgage
Company of Fort Lauderdale, Florida, Haulmark received a first mortgage on the
Piedmont property. This pay-off to National Mortgage cost the company an
additional $25,000.00 for early payoff of this loan.


The Company had several Companies that had interest in purchasing the facility
but was not able to complete the process for what ever reason. The facility
has remained closed until January of 2000. The First Call System has leased
part of the facility and will remain when new owner take over the facility
in May. The property is being sold to the Brindlee Mountain Castle
<PAGE>
Corporation for $6,000,000.00.

The Company's corporate offices are located at 1239 South Glendale Avenue,
Glendale, California, and Production Studio and transmission facilities
are obtained from third parties at competitive rates.  The premises are
comprised of approximately 3,000 square feet for which the Company pays
$1,000 per month.  The lease is scheduled to expire on December 31, 2000;
however the Company is confidant that the lease would be renewed on
favorable terms.

Patents, Trademarks, Copyrights, Licenses, Franchises, Concessions,
-----------------------------------------------------------------------------
Royalty Agreements or Labor Contracts, Including Duration
-----------------------------------

The Company has no patent rights.  It has the following service marks:

Satellite Bingo: International Class 41 (production and distribution of
                 television game shows) granted Registration Number
                 1,473,709 on January 19, 1988 to Satellite Bingo, Inc.  20
                 years.

Globalot Bingo:  International Class 41 (production and distribution of
                 television game shows) applied for on September 24, 1993,
                 by SBI Communications, Inc.

Rico Bingo:      International Class 41 (production and distribution of
                 television game shows) applied for on September 24, 1993,
                 by SBI Communications, Inc.

C-Note:          International Class 41 (production and distribution of
                 television game shows) applied for on September 24, 1993,
                 by SBI Communications, Inc.

The Company obtained an assignment to a copyrights for "the Works,"  copyright
registrations for Globalot Bingo and derivatives:  Number PAU 855-931 (June 10,
1986);  Number Pau 847-876 (March 11, 1986);  Number PAU 788-031 (September 19,
1985);  Number PAU 927-410 (November 4, 1986);  Number PA 370-721 (February 9,
1988);  Number PA 516-494 (January 17, 1991);  Number PA 533-697 (January 17,
1991);  from Satellite Bingo, Inc., to SBI Communications, Inc., dated September
14, 1993.

Item 3 - Legal Proceedings
--------------------------

Involvement in Certain Legal Proceedings
----------------------------------------

On April the 28th 1995 the State of Alabama place a tax lien on the previous
owner, Cranberry-Magnetite for admission taxes, in the amount of $750,000.00
plus 12% interest. The company  received a warranty deed from Cranberry
Magnetite. After a legal action by Cranberry Magnetite with the State of Alabama

<PAGE>
failed in 1998 the company paid this tax liability on behalf of Cranberry
Magnetite/Broadway Bottle Gas Corporation.

In April of 1995 two of the employees of the company's subsidiaries (SBI
Communications, Inc. of Alabama) was named as defendants in a legal action in
Alabama. This action alleges that the defendant's bingo game which was operate
by the charity; 1) comprise a illegal lottery, which violates the state
constitution; 2) further comprise that the equipment (a computer) was an illegal
gaming device. After appeals to Circuit and State Supreme court failed, the
defendants was incarcerated and later place on 24 months probation which ended
November 14th 1999. This was a misdemeanor and a first offence for both
defendants.

The Company believes that this action was completely without merit and did
defend vigorously.

 Item 4 - Submission of Matters to a Vote of Security Holders
 ------------------------------------------------------------

There were no matters submitted to a vote of security holders during the fourth
quarter of fiscal 1999.  The Company's annual shareholder meeting with voting
on proxy issues is on May 30, 2000.

                             PART II

Item 5.     Market Price of and Dividends on the Company's Common Equity and
-------     ----------------------------------------------------------------
            Related Stockholder Matters
            ---------------------------

Preferred Stock
---------------

All attributes of the currently unissued preferred stock will be determined by
the Company's board of directors prior to issuance, as permitted by and subject
to the requirements of applicable Delaware law.  The currently outstanding
preferred stock has a $5.00 per share par value and a $5.00 per share
liquidation preference; paying no dividend but convertible into common stock
upon demand at a conversion rate equal to $5.00 per share divided by the market
value of the common stock at the date of conversion.  The preferred stock has
no voting rights except as to matters specifically dealing with changes in the
attributes of the preferred stock.

Market for Common Equity
------------------------

The Company's stock is traded on the NASDAQ OTC Electronic Bulletin Board
under the symbol of SBID.  The Company currently has 5,570,439 shares of
stock outstanding, with 1,500,000 in the public float.  There are
approximately 3,240 shareholders of record.  For the fiscal year ended
December 31st, 1999 the Company reported revenues of $0.00 and a net loss

<PAGE>
of $259,000.

The Common Stock of Company has been traded over-the-counter since 1983.  Its
trading symbol is "SBID."  No established public trading market exists for the
Common Stock of  Company at this time.

No common equity is subject to options or warrants to purchase or securities
convertible into common stock, except for the currently issued 153,000 shares of
preferred stock which are convertible into common stock.

No common stock is currently being offered or proposed to be offered which
offering could be reasonably expected to have a materially adverse effect on
the market price of the Company's  common equity; and There are approximately
5,570,439 shares of common stock which will become eligible for sale by December
31, 1999, pursuant to the provisions of Securities and Exchange Commission Rule
144.

The Company has not agreed to register securities for resale under the
Securities Act of 1934, as amended, for anyone.

The following table sets forth in United States dollars the high and low bid
quotations for such shares.   Such bid quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commissions, and do not necessarily re-
present actual transactions.  The source of the following information is the
National Daily Quotation System, Inc.'s "Pink Sheets" and the National Ass-
ociation of Securities Dealers, Inc.'s NASDAQ Electronic Bulletin Board.


                           Common Stock
<TABLE>
<CAPTION>

<S>                                            <C>               <C>
       Date                                       Low              High
       ----                                       ---              ----
Fiscal 1998                                    $ 0.1875           $0.375
-----------

Fiscal 1999
-----------

First Quarter                                    $0.25            $0.50
Second Quarter                                   $0.1875          $0.375
Third Quarter                                    $0.02            $0.04
Fourth Quarter                                   $0.02            $0.50

</TABLE>
<PAGE>
Prices quoted reflect a one share for twenty reverse split effective on February
1, 1993.

 Dividend Policy
 ---------------
The Company has never paid any dividends.  it is the present intention of the
Company to pay dividends as soon as possible.  There can, however, be no
assurance that funds for payment of dividends will ever be available, or that
even if available, the Company's board of directors then serving will resolve
to declare them.

 Market
 ------

The Company's securities are currently quoted on the Nation Association of
Securities Dealers, Inc.'s NASDAQ Bulletin Board and on the National Daily
Quotation System, Inc.'s "Pink Sheets."  The Company expects that its securities
will be listed on the National Association of Securities Dealers, Inc.'s
automated quotation system ("NASDAQ") within the next 12 months and that
they will be traded under its current symbol "SBID".

Section 15(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires brokers and dealers to make risk disclosures to customers before
effecting any transactions in "penny stocks".  It also directs the Securities
and Exchange Commission to adopt rules setting forth additional standards for
disclosure of information concerning transactions in penny stocks.

Penny stocks are low-priced, over-the-counter securities that are prone to
manipulation because of their price and a lack of reliable market information
regarding them.  Under Section 3(a)(51)(A) of the Exchange Act, any equity
security is considered to be a "penny stock," unless that security is: i)
registered and traded on a national securities exchange meeting specified
Securities and Exchange Commission criteria; ii) authorized for quotation on
the National Association of Securities Dealers, Inc.'s (NASD") automated
inter-dealer quotation system ("NASDAQ"); iii) issued by a registered
investment company; iv) excluded, on the  basis of price or the issuer's net
tangible assets, from the definition of the term by Securities and exchange
Commission rule; or v) excluded from the definition by the Securities and
Exchange Commission.

Pursuant to Section 3(a)(51)(B), securities that normally would be considered
penny stocks because they are registered on an exchange or authorized for
quotation on NASDAQ may be designated as penny stocks by the Securities and
Exchange Commission if the securities are traded off the exchange or if
transactions in the securities are effected by market makers that are not
entering quotations in NASDAQ.

Rule 3a51-1 was adopted by the Securities and Exchange Commission for the
purpose of implementing the provisions of Section 3(a)(51).  Like Section
3(a)(51), it defines penny stocks by what they are not.  Thus, the rule
excludes from the definition of penny stock any equity security that is:

<PAGE>
(1) a "reported" security; (2) issued by an investment company registered
under the 1940 Act; (3) a put or call option issued by the Options Clearing
Corporation; (4) priced at five dollars or more; (5) subject to last sale
reporting; or (6) whose issuer has assets above a specified amount.  (Release
No. 30608, Part III.A).

Rule 3a51-1(a) excludes from the definition of penny stock any equity security
that is a "reported security" as defined in Rule 11Aa3-1(a).  A reported
security is any exchange-listed or NASDAQ security for which transaction
reports are required to be made on a real-time basis pursuant to an effective
transaction reporting plan. Securities listed on the New York Stock Exchange
(the "NYSE"), certain regional exchange-listed securities that meet NYSE or
Amex criteria, and NASDAQ National Market System ("NMS") securities are not
considered penny stocks.  (Release No. 30608, Part III.A.1).  Generally,
securities listed on the American Stock Exchange (the "Amex") pursuant to the
Amex's original and junior tier or its "Emerging Company Marketplace" listing
criteria, are not considered penny stocks.  Securities listed on the Amex
pursuant to its Emerging Companies Market ("ECM") criteria, however, are
considered to be "penny stock" solely for purposes of Exchange Act 15(b)(6).
(Release No. 30608, Part III.A.1).

Rule 3a51-1(d) excludes securities that are priced at five dollars or more.
Price, in most cases, will be the price at which a security is purchased or
sold in a particular transaction, excluding any broker commission, commission
equivalent, mark-up, or mark-down.  In the absence of a particular transaction,
the five dollar price may be based on the inside bid quotation for the security
as displayed on a Qualifying Electronic Quotation System (i.e., an automated
inter-dealer quotation system as set forth in Exchange Act Section 17B(b)(2)).
"Inside bid quotation" is the highest bid quotation for the security displayed
by a market maker in the security on such a system.  If there is no inside
bid quotation, the average of at least three inter-dealer bid quotations
displayed by three or more market makers in the security must meet the five
dollar requirement.  Broker-dealers may not rely on quotations if they know
that the quotations have been entered for the purpose of circumventing the
rule.  (Release No. 30608, Part III.A.3.b).  An inter-dealer quotation system
is defined in Rule 15c2-7(c)(1) as any system of general circulation to
brokers and dealers that regularly disseminates quotations of identified
brokers or dealers.  In the case of a unit composed of one or more securities,
the price divided by the number of shares of the unit that are not warrants,
options, or rights must be five dollars or more. Furthermore, the exercise
price of any warrant, option, or right, or of the conversion price of any
convertible security, included in the unit must meet the five dollar
requirement. For example:  a unit composed of five shares of common stock and
five warrants would satisfy the requirements of the rule only if the unit
price was twenty-five dollars or more, and the warrant exercise price was
five dollars or more.  Once the components of the unit begin trading separately
on the secondary market, they must each be separately priced at five dollars
or more.  (Release No. 30608, footnote 66).

Securities that are registered, or approved for registration upon notice of
issuance, on a national securities exchange are also excluded from the
definition of penny stock (Rule 3a51-1(e)).  The exchange must make
transaction reports available pursuant to Rule 11Aa3-1 for the exclusion to
<PAGE>
work.  The exclusion is further conditioned on the current price and volume
information with respect to transactions in that security being reported on
a current and continuing basis and made available to vendors of market
information.  In addition, the exclusion is limited to exchange-listed
securities that actually are purchased or sold through the facilities of the
exchange, or as part of a distribution.  Exchange-listed  securities
satisfying Rule 3a51-1(e), but which are not otherwise excluded under
Rule 3a51-1(a)-(d), continue to be deemed penny stocks for purposes of
Exchange Action Section 15(b)(6).
Exchanges that qualified for this exclusion as of April, 1992 were the NYSE,
Amex, Boston Stock Exchange, Cincinnati Stock Exchange, Midwest Stock
Exchange,  Pacific Stock exchange, Philadelphia Stock Exchange, and the
Chicago Board of Options. (Release No. 30608, footnote 37).

Securities that are registered, or approved for registration upon notice of
issuance, on NASDAQ are excluded from the definition of penny stock
(Rule 3a51-1(f)).  Similar to the exchange-registered exclusion of Rule
3a51-1(e), the NASDAQ exclusion is conditioned on the current price and
volume information with respect to transactions in that security being
reported on a current and continuing basis and made available to vendors of
market information pursuant to the rules of  NASD. NASDAQ securities
satisfying Rule 3a51-1(e), but which are not otherwise excluded under
Rule 3a51-1(a)-(d), continue to be deemed penny stocks for purposes of
Exchange Act Section 15(b)(6).

An exclusion is available for the securities of issuers that meet certain
financial standards.  This exclusion pertains to: (1) issuers that have been
in continuous operation for at least three years having net tangible assets in
excess of $2 million (Rule 3a51-1(g)(1); ii) issuers that have been in
continuous operation for less than three years having net tangible assets in
excess of $5 million (Rule3a51-1(g)(1); iii) issuers that have an average
revenue of at least $6 million for the last three years (Rule 3a51-1(g)(2)).
To satisfy this requirement, an issuer must have had total revenues of $18
million by the end of a three-year period. (Release No. 30608, Part III.A.4).
The Company believes that its securities qualify under this exemption.

For domestic issuers, net tangible assets or revenues must be demonstrated by
financial statements that are dated no less than fifteen months prior to the
date of the related transaction.  The statements must have been audited and
reported on by an independent accountant in accordance with Regulation S-X.

For foreign private issuers, net tangible assets or revenues must be
demonstrated by financial statements that are dated no less than fifteen
months prior to the date of the related transaction.  The statements must
be filed with the Securities and Exchange Commission pursuant to Rule
12g3-2(b).  If the issuer has not been required to furnish financial
statements during the previous fifteen months, the statements may be prepared
and audited in compliance with generally accepted accounting principles of
the country of incorporation.

Whether the issuer is domestic or foreign, in all cases a broker or dealer must
review the financial statements and have a reasonable basis for believing that
they were accurate as of the date they were made (Rule 3a51-1(g)(3).  In most
<PAGE>
cases a broker-dealer need not inquire about or independently verify
information contained in the statements.  (Release No. 30608, Part III.A.4).
Brokers and dealers must keep copies of the domestic or foreign issuer's
financial statements for at least three years following the date of the
related transaction (Rule 3a51-1(g)(4).

Security Holders
----------------

As of December 31, 1999, the latest practicable date for which information is
available, the Company's management was of the opinion that the Company had
approximately 3,240 common stock holders.

Dividends
---------

There have been no cash dividends declared or paid since the inception of the
Company and no dividends are contemplated to be paid in the foreseeable future.

Description of Securities
-------------------------

  General
  -------

The Company is authorized to issue 50,000,000 shares of capital stock,
40,000,000 shares of which are designated as common stock, $.001 par value
per share, and the balance as preferred stock, $5.00 par value per share.
As of December 31, 1999,  5,570,439 shares of Common Stock were outstanding
(excluding the 2,500,000 shares held but not yet allocated by the Company's
Employees' Trust) and held of record by approximately 3,240 persons.  In
addition, 1,653,000 shares of preferred stock were outstanding, and held by
approximately five persons.

Corporate Stock Transfer, 3200 Cherry Creek Drive, South; Suite 430, Denver
Colorado 80209, acts as transfer agent and registrar for the Company's
common and referred stock.

Item 6.     Management's Discussion and Analysis of Financial Condition
------      ------------------------------------------------------------
Plan of Operation
------------------

During the next 12 months, SBI plans to continue to market and host its
auction for automobiles and antique and collectible merchandise using its
80,000 square foot facility located in Piedmont, Alabama. For the next 12
months, the auction will require an additional $50,000 in capital inprovements
and approximately $150,000 for marketing and advertising. In additional,
SBI is delinquent in its mortgage note payalbe in the amount of $1,050,000
plus accrued interest of $200,000 which the private party lender has agreed to
extend until December 31, 2001.

Since the implementation of the auction business plan, SBI has not generated
significant revenues, thus in order for SBI to satesfy ins casdh requirement
for the next 12 months, it will have to borrow or raise additional funds.
Currently, management is in the pricess of lookin into refinancing the
existion Piedmont Property in the amount of $2,000,000. The funds will be
used for the payment of the existing mortgage loan and for operating cash
flow for the next 12 months. n the event SBI is unaable to obtain favorable
financing, VEI has agreed to provide any necessary financing for the next 12
months.

For the next 12 months, SBI does not plan to purchas or sell andy significant
property or equipment and does not expect any significant changes in the
number of employees.

December 31, 1999 and 1998
--------------------------

Total assets as of December 31, 1999 and 1998 were $3,940,000. SBI has a
working capital deficit of ($2,143,000) and ($1,854,000) as of December
1999 and 1998 respectively. SBI's excess of current liabilities over current
assets was principally due to administrative expenses incurred during the
development stage that have been funded by the majority stockholder in the
forms of advances due on demand. SBI has had some success in issuing stock
for services, and accordingly has kept the working capital deficit to a
minimum during these years.

SBI continues to operate in the development stage with no significant cash
flow being generated from operating activities in 1998 or 1999. SBI was not
able to generated any revenues form operations in 1999 or 1998. Toltal revenues
for calendar year ended December 31, 1997 were $544,662 earened primarily form
rental fees collected from charities that sponson bingo games. Rental fees
collected form those entities ended in 1997.

Since its inception, SBI's only sigigicant sources of capital have been from
the sales of common stock and loans from shareholders. See a dicussion of
these transactions under Related Party Transactions, and in the Consolidated
Financial Statements of the Company. SBI has also acquired significant assets
through the sale of convertible preferred stock. Other operations are
anicipated for the facility acquired in 1994 and SBI anticipates generation of
revenues from this facility suffieient to cover administrative cost still being
incurred as SBI moves forware in its development stage.

SBI's expenses can be summarized as follows:

Fiscal Year Ended                                    December 31,
                                                 1999            1998
                                                ------          ------

Salaries and related expenses                 $130,000         $130,000
Other general and administrative expenses            0           88,069
Interest expenses and finance dhaarges        $159,000          $40,000

Statement Re Computation of Earnings Per Share
----------------------------------------------

See Notes To Consolidated Financial Statements included elsewhere in this filing
for a description of the Company's calculation of earnings per share.

Item 7.    Financial Statement and Summary Financial  Data
------     -----------------------------------------------

Financial Statements
--------------------

The audited consolidated balance sheet of the Company for its years ended
December 31, 1999 and audited 1998 and the related consolidated statements of
operations, stockholder's equity and cash flows are submitted herewith.

To the Board of Directors
SBI Communications. Inc.:

We have audited the accompanying consolidated balance sheets of SBI
Communications, Inc. and subsidiaries (the "Company") as of December 31, 1999
and 1998, and the related consolidated statements of operations, stockholders'
equity restated and cash flows for each of the two years in the period ended
December 31, 1999.  These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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 financial statements are free
from material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

As indicated in Note 10, the shareholders' equity has been restated.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the Company
as of December 31, 1999 and 1998, and the consolidated results of
its operations and its cash flows for each of the two years in the period
ended January 31, 1999 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 shown in the
accompanying financial statements, the Company has a $3.6 million provision
for net realizable value regarding the cost basis of building and equipment
as of January 1, 1998. As more specifically indicated in Note 1 to the
financial statements, the Company's existence is dependent on the
successful closing of this property held for sale and has no established
commercial product or marketing channels at this time to generate future
revenues. These factors raise a substantial doubt about the ability of the
Company to continue as a going concern. Management's plans in regards
to those matters are also described in Notes 1 and 8.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/JAY J. SHAPIRO, C.P.A.
a professional corporation

Encino, California
March 27 2000, Except Note 9, and 10 as to which the date is February 7, 2001

<PAGE>
                 SBI COMMUNICATIONS. INC AND SUBSIDIARIES
                 ----------------------------------------
                       CONSOLIDATED BALANCE SHEETS
                        ---------------------------
                                  ASSETS
                                  ------
<TABLE>
<CAPTION>
                                                           DECEMBER 31
                                                           -----------
                                                     1999            1998
                                                     ----            ----
<S>                                              <C>            <C>
Cash                                              $        0     $      0
Property - held for sale(Notes 2,7 and 8)         $  3,940,000     3,940,000
                                                  ------------     ---------
                                                  $  3,940,000   $ 3,940,000
                                                  ==========================


               LIABILITIES AND STOCKHOLDERS' EQUITY
               ------------------------------------

Current liabilities:
Mortgage note payable to trust managed by a
shareholder (Notes 5 and 9)                      $    150,000        150,000
Mortgage note payable (Notes 5 and 9)            $  1,050,000     $1,050,000
Equipment notes payable (Note 9)                 $    131,181        131,181
Accrued wages due to principal shareholder       $    550,000        420,000
Advances due to principal shareholder            $     95,136         12,698
Accrued interest payable (Note 9)                $    199,000         40,000
Accounts payable (Note 9)                        $     50,000         50,000
                                                  -----------       ---------
                                                    2,233,317      1,853,879
Commitments and contingencies (Note 7)

Stockholders' equity:
Preferred stock, par value $5.00; 10,000,000 shares
authorized: 6,653,000 and 6,653,000 shares issued and
outstanding at December 31, 1999 and December 31,
1998, respectively (Notes 3 and 9)                 8,265,000       8,265,000
Common stock, par value $.001; 40,000,000 shares
authorized; 4,846,939 shares issued and outstanding
at December 31, 1999 and 1998(Note 9)                  4,846           5,570
Paid in capital                                    3,477,604       3,567,318
Accumulated deficit                              (10,040,767)     (9,751,767)
                                                 ------------     -----------
                                                 $ 1,706,683       1,321,121
                                                 ------------     -----------
                                                   3,940,000      $3,940,000
                                                 ============     ==========
</TABLE>
        See accompanying notes to consolidated financial statements
<PAGE>

                  SBI COMMUNICATIONS. INC. AND SUBSIDIARIES
                  -----------------------------------------
                            STATEMENTS OF LOSS
                            ------------------
[CAPTION]
<TABLE>
                                                             December 31
                                                             -----------
                                                      1999               1998
                                                      ----               ----
<S>                                          <C>                  <C>
Revenue                                              0.00                0.00

Provision - net realizable value(Note 8 )                         ($3,578,279)


Expenses:
Compensation                                             130,000      130,000
Other general and administrative                              0        88,069
Interest                                                 159,000       40,000
                                                        (259,000)    (258,069)
                                                       ----------- ----------
Net loss                                               ($289,000) ($3,836,348)
                                                       ----------- -----------

Basic net( loss)per share(Note 4)                        ( $.05 )       ($.69)

</TABLE>
           See accompanying notes to consolidated financial statements

<PAGE>

                 SBI COMMUNICATIONS. INC. AND SUBSIDIARIES
                 -----------------------------------------
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                    -------------------------------------
<TABLE>
<CAPTION>

                                                         December 31
                                                         ----------
                                                     1999             1998
                                                     -----           -----
<S>                                               <C>            <C>
Cash flows from operating activities:

Net (loss) income                                      ($289,000) ($3,836,348)
Adjustments to reconcile net loss to cash
provided (used) by operating activities:

Provision - net realizable value                                   $3,578,279

Change in accounts payable and accrued expenses          289,000      170,000
                                                         --------    ---------
Cash (used) by operating activities                          0        (88,069)

Cash flows from investing activities:
Affiliate receivables                                                  (7,570)
Purchase of real estate                                              (748,622)
    Cash (used) by investing activities                      0       (756,192)

Cash flows from financing activities:
Loans from shareholders/affiliates                                     12,698
Proceeds from new first mortgage                                   $1,050,000
Mortgage loan repayment                                              (239,701)
Equipment note repayments                                          (      964)
Cash flows provided by financing activities                       $   822,033

Net increase (decrease) in cash                               0       (22,228)
Cash at beginning of period                                   0        22,228
                                                        --------  ------------
Cash at end of period                                   $     0    $      0
                                                        --------   -----------
Supplemental information:
Income taxes paid                                           $ -     $     -
Interest paid                                               $ -     $  24,311

Items not requiring use of cash:

Preferred stock converted                                   $  0    ($200,000)

Issuance of common stock                                    $  0      202,500


</TABLE>
            See accompanying notes to consolidated financial statements
<PAGE>


                 SBI COMMUNICATIONS, INC. AND SUBSIDIARY
                 ---------------------------------------
         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY RESTATED
       ---------------------------------------------------------

<TABLE>
<CAPTION>

                                                    Additional
                   Common           Preferred         Paid-in    Accumulated
                  -------          ----------         Capital     Deficit
               Shares   Amount  Shares      Amount  ----------  -----------
              -------  -------  ------     -------
<S>         <C>        <C>     <C>       <C>        <C>        <C>
Balance
January 1
1998          5,345,439 $5,345  1,963,000 $8,465,000 $3,567,343 ($5,915,419)

Converion       200,000 $  200    (40,000)  (200,000)
Acquisiton
of Software      25,000 $   25                              (25)
                           ---
Net loss
for 1998                                                         (3,836,348)
                                                                 -----------
Balance
December       --------  ----  ----------- -----------  -------
31, 1998      5,570,439 5,570    1,653,000 8,265,000   3,567,318 (9,751,767)

Cancellation
of Common
Stock         (723,500) (724)                            (89,714)

Net loss
for 1999                                                            (289,000)
              --------- -----  ----------- -----------  --------   ----------
Balance
December
31, 1999      4,846,939 4,846    1,653,000 $8,265,000 $3,559,618 ($2,540,567)
             ========== =====    ========== ========= ==========  ===========

</TABLE>
        See accompanying notes to consolidated fincncial statements

<PAGE>
                    SBI COMMUNICATIONS. INC AND SUBSIDIARIES
                    ----------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

NOTE 1
Organization and Signification Accounting Policies
SBI Communications, Inc. (the "Company"), was originally organized in the
State of Utah on September 23, 1983, under the corporate name of Alpine
Survival Products, Inc. Its name was subsequently changed to Supermin,
Inc. on November 20, 1985. On September 29, 1986, Satellite Bingo, Inc.
became the surviving corporate entity in a statutory merger with Supermin,
Inc.  In connection with the above merger, the former shareholders of Satellite
Bingo, Inc. acquired control of the merged entity and changed the corporate
name to Satellite Bingo, Inc. Through shareholder approval dated March 10,
1988, the name was changed to its current name of SBI Communications,
Inc.  On January 1, 1993, the Company executed aplan of merger that
effectively changed the Company's state of domicile from Utah to Delaware.
Although the Company is currently a Delaware corporation, on January 31,
1998 the stockholders and Board of Directors approved a plan to change the
Company's corporate domicile to the State of Nevada. The Company
owes approximately $25,000 for Delaware franchise taxes as of December
31, 1997 and such amount is included in Accounts Payable.
The Company has developed a system that can be integrated into all
standard communications channels including the World Wide Web for
interactive bingo play.  Currently, the Company is developing its website.
The Alabama bingo hall lease was allowed to not be renewed in early 1998.
The Company is establishing a website allowing individuals to become
members in a shopping club with membership fees of $19.95 per month.
The shopping club will provide a variety of products, services, bingo game
sweepstakes related events and items, travel and consumer goods; No
charge is made to participate in the bingo games. The website will be
hosted by the Company's subsidiary, FrontierPalace.Com. and fulfillment
will be provided by unrelated company.    The Company will generate
additional revenues by offering web page/site design/development,
advertising, fulfillment and its web services to others.

Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the Company
and four wholly-owned subsidiaries of which only SBI Communications, Inc. -
Alabama has activity during the two-year period ended 12/31/99.

Estimates and Assumptions
-------------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that affect the reporting amount 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. The 1998
financial statements reflect $3,060,000 million change in the reporting
amount of building and equipment.
 <PAGE>

                   SBI COMMUNICATIONS. INC AND SUBSIDIARIES
                   ----------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

NOTE 1 (Cont'd)
Property and Equipment
----------------------
Property and equipment were stated at the lower of cost or market. In
March 2000, the Company enter into an agreement to sell all its property
and equipment for net cash sales price of $3,940,000 due at closing.
Subsequently, this sale was cancelled (see note 7).
The gross sales price of $6,000,000 was reduced by $860,000 in closing costs,
$635,000 in fix-up expenses, and the assignment of no value to $565,000 in
downpayment received in Buyer's non-trading common stock. The Company has
placeda stop order on the 1,500,000 shares of its preferred stock(valued at
$7.5 million) issued to former owner of this property due to non-performance
relative to reimbursement of Company for payment of $750,000 in delinquent
Alabama property taxes. The preferred stock remains recorded as issued pending
return receipt of the certificates.

Income Taxes
------------
The Company provides for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, which requires the use of the asset
and liability method and recognizes deferred income taxes for the
consequences of "temporary differences" by applying enacted statutory tax
rates applicable to future years to differences between the financial statement
carrying amounts and the tax bases of existing assets and liabilities.

Statements of Cash Flows
------------------------
For the purposes of the statements of cash flows, the Company considers
cash and highly liquid investments purchased with a remaining maturity of
three months or less at the date of purchase to be cash equivalents.

Related Party Transactions
--------------------------
From time to time, the Company's principal shareholder advances money to
the Company for operations. All amounts owed to the shareholder~ll 2,968)
are non-interest bearing advances.  In addition to advances, the Company
accrued salaries payable to the Company's principal shareholder totaling
$130,000 for the years ended December 1999 and 1998, respectively. All
amounts owed to the shareholder are payable on demand.
In October, 1995, the Company borrowed $250,000 from a trust managed
by a shareholder, in the form of a mortgage note. The note was payable in
full on October 15, 1996, with interest payable quarterly at prime plus 3%,
secured by a second mortgage on The Piedmont Property. Fifty thousand
dollars of this note was repaid in 1996 when due, and an additional $50,000
was repaid during 1997. The note has been extended on a quarter to quarter
basis, with $150,000 remaining outstanding at December 31, 1998 and
1999.

<PAGE>

                SBI COMMUNICATIONS. INC. AND SUBSIDIARY
                ---------------------------------------
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               -------------------------------------------

NOTE 2

Piedmont Property Taxes
-----------------------
On April 28, 1995 the State of Alabama placed a tax lien on the previous
owner of the Piedmont Property, Cranberry-Magnetite/Broadway Gas
Corporation for admission taxes, in the amount of $750,000
plus 12% interest. The Company received a warranty deed from Cranberry
Magnetite. After a legal action by Cranberry Magnetite with the State of
Alabama failed in 1998 the Company paid this tax liability on behalf of
Cranberry Magnetite/Broadway Gas Corporation. The Company attempted
to recover these funds.

NOTE 3

Stockholders' Equity
--------------------
In January 1998 the Company issued 25,000 shares of its common stock to
cover the cost of PandaAmerica software programming. Such cost was
recognized at $.10 per share nominal value and expensed in 1998. The
Company also converted 40,000 shares of preferred shares to 200,000
shares of the Company common stock. Such preferred stock pays no
dividends, has a liquidation value of $5.00 per share, and is convertible at 5
shares common stock for 1 share of preferred.

NOTE 4

Net Loss Per Share
------------------
The Company's net loss per share was calculated using 4,846,939 and
6,182,000 weighted average shares outstanding for 1999 and 1998,
respectively. Although convertible preferred stock is a common stock
equivalent, with a conversion rate of approximately 10 shares of common
stock (based upon an approximate market price for common stock of $0.50)
for each share of preferred stock, preferred stock conversion has not been
included in the calculation of earnings per share in that to do so would be
antidilutive.

NOTE 5

Mortgage Note Payable
---------------------
The Company agreed to issue 5,000 shares of preferred stock to the lender
to cover $20,000 in loan closing costs for a $250,000 mortgage loan due
October 1, 1998.

<PAGE>

                  SBI COMMUNICATIONS. INC AND SUBSIDIARIES
                  ----------------------------------------
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  ------------------------------------------

NOTE 5 (Cont'd)

Mortgage Note Payable (cont'd)
------------------------------
The Company borrowed $1,050,000 to pay the State of Alabama, on
behalf of Cranberry-Magnetite, the previous owner tax liability of $748,422
and to pay old mortgage loan with a balance of $239,701 plus accrued
interest. The loan amount which ws borowed foram a private party lender is
secured by a first priority interest in The Piedmont Property.

NOTE 6

Income Taxes
------------
Deferred income tax assets and liabilities are summarized as follows at
December 31,1999:
<TABLE>
<CAPTION>
<S>                                                          <C>
Deferred tax assets attributable to
operating loss carry forwards                                  $3,500,000
Valuation allowance due to uncertainty
surrounding realization of operating
loss carry forwards                                          ($ 3,500,000)
                                                              ------------
Total deferred taxes                                          $         0
                                                              ============
</TABLE>
The Company has available at December 31, 1999, unused operating loss
carry forwards, which may be applied against future taxable income, that
expire as follows:
<TABLE>
<CAPTION>

              Amount of Unused                     Expiration During
              Operating Loss                           Year Ended
              Carry Forwards                           December 31
              ---------------                       ----------------
<S>           <C>                                       <C>
               $   200,000                                2001
               $   550,000                                2002
               $ 1,200,000                                2003
               $   300,000                                2004
               $   490,000                                2007
               $   340,000                                2008
               $   320,000                                2009
               $   650,000                                2010
               $ 1,050,000                                2011
               $   700,000                                2012
               $ 3,836,000                                2013
               $   289,000                                2014
              -------------
               $ 9,925,000
              -------------

</TABLE>


<PAGE>

                 SBI COMMUNICATIONS. INC AND SUBSIDIARIES
                ------------------------------------------
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                ------------------------------------------

NOTE 7

Commitments. Risks and Contingencies
-------------------------------------
The Company has developed bingo productions to be broadcast via
satellite in English and Spanish to the television market and the Internet, into
homes of viewers throughout the World. Should local, state, or federal laws
change regarding bingo sweepstakes, such changes could have a material
impact on the ability of the Company to generate future revenues.
The Company is the owner of record on the Piedmont Property and is
therefore, responsible for all amounts attributable or assessed by state tax
authorities. Management believes that $100,000 paid at closing will satisfy all
obligations.

The Company has a history or issuing common stock tor services difficult to
value or yet to be provided.  Approximately 3,000,000 (or 57%) of the
common stock outstanding at December 31, 1998, is restricted in some
fashion as a result of the above transactions. Furthermore, the Company has
in prior years canceled common stock certificates due to non-performance of
the third parties involved in certain of the above transactions. Although no
party to such transactions has yet instigated litigation involving the Company
for cancellation or restriction of related shares, due to the volume of such
transactions, litigation relating to such activity remains a possibility.
Management believes all actions it has taken to cancel or restrict common
stock are with merit, and does not anticipate any material loss being incurred
by the Company relating to future resolution of these matters.

The Company has an employment agreement with Mr. Ron Foster,
shareholder and president, which expires on December 31, 2001. Under
the agreement, Mr. Foster is entitled to $130,000 in minimum annual salary,
cash bonuses of the lesser of 10% of revenues or 5% of pre-tax profits, and
stock bonuses equivalent to 10% of pre-tax profits before depreciation.

NOTE 8
Property and Equipment
-----------------------
Property and equipment consisted of the following at December 31,

                                         1999                1998
                                         ----                ----
Land                                  $832,500             $832,500
Building                            $3,107,500           $3,107,500
                                    -----------          ------------
                                    $3,940,000           $3,940,000

NOTE 9
Subsequent Events
-----------------
a)     The Company intended to sell its building in Alabama before in
March 2000. The net sales price is $6,000,000 with a 20% cash down payment
and real estate contract for $4.8 million at 9.00% interest payable monthly with
balloon payment of $4,695,000 in five years. The note will be
acquired at closing for $4.1 million in cash. The financial statements
reflect at $3,060,000 million provision for net realizable value of the Piedmont
Property as of 12/31/99 and 12/31/98 and no depreciation has been
recognized. Negotictions continued and the closing never took place.
Upon merger discussions with Valencia Entertainment International , LLC in
September 2000, the building was planned to be used for new purposes.
A December 1997 apprasial indicates a $ 7,1 Million valuation for the
Alabama building.

<PAGE>


                SBI COMMUNICATIONS. INC. AND SUBSIDIARIES
                -----------------------------------------
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                ------------------------------------------
NOTE 9 (Cont'd)

Subsequent Events (cont'd)
--------------------------
b)      The Company intended on using the proceeds of Piedmont property
sales to settle the two outstanding mortgage obligations and the
equipment notes payable. However since the sale did not close, the Company
anticipates to refinance the Piedmont Property.

c)     The Company placed a sop order on 1,500,000 shares of preferred
stock issuedto the former owner of the Piedmont property in March 2000, and
these preferred shares will be cancelled upon receipt of the stock certificates

d)     In January 2000, the Company received all 2,500 shares issued by a
new company, FrontierPlace.Com, a Nevada corporation. This
wholly-owned subsidiary will operate proprietary software and
copyrighted bingo programs over the Internet. This company will also
provide a television network with programs promoting the Internet
bingo and shopping website and will be characterized as a broadcast
Internet service company.

e)     In February 2000, they issued 200,000 shares of restricted stock
(estimated value $40,000) for the origination of a $150,000 loan from
two parties (the "Holder") which will bear interest at 10.00% per
annum. Principal and interest payable on 2/7/01 or demand of the
Holder and loan is secured by all Company assets.  Note is
repayable at the option of the Holder in cash or upon exercise of stock
options granted in February 2000 for 300,000 shares at $.50 per
share.

f)     On  January  12,  2000,  the  Company  issued  100,000  shares  of
restricted common stock to an individual in consideration of a $5,000
cash payment and financial marketing services valued at $7,500 ($.12
per share).

g)     On October 2000, the Company splet its common stock on a 2 for 1 basis.

h)     In Noverber 2000 the Company agreed to merge with Valencia Entertainment
International, LLC (VEI) in a reverse acquisition transaction whereby
75,709,965 new shares will be issued to VEI for its net assets which are
approximate $ 6 million.

NOTE 10

Restatement of Financial Statements
-----------------------------------

The balance sheet and statement of stockholders' equity as of December 31, 1999
and for athe 12 month then ended have been restated to reflect a reversal of
preferrd stock cancellation. Originally in 1998, 1,500,000 shares of preferred
stock sith a par value of $5.00 per share was issued in connection with the
purchase of the Comapny's building and land in Piedmont, Alabama.
The preferred shares were cancelled due to non-performance under the sales
contract. It now has been determined that this cancellation should not be
recorded unless or until the perferred stock certificates are surrendeered to
the Company. The reversal is necessary for the financial statement to be in
conformity with general accepted accounting principles.


<PAGE>

Summary Financial Data
----------------------
Set forth below is selected financial information of the Company and its
consolidated subsidiaries as derived from the audited statements of income
(loss) for the last two calendar  years, from the balance sheets for the
periods then ended.  The selected financial information should be read in
conjunction with the financial statements (including the notes thereto) filed
with this Registration Statement and are qualified by reference to such
financial statements.

[CAPTION]
<TABLE>
                                     December 31, 1999      December 31, 1998
                                    -----------------      -----------------
<S>                             <C>                   <C>
Statement of Operations Data
----------------------------
Gross Revenues                     $   -0-                      -0-
Income from Operations(Loss)      ($ 289,000)               (3,836,348)
Net Income(Loss) per share *        (    .05)                (    .69)
Balance Sheet Data
------------------
        Assets
        ------
Current Assets                     $    -0-                       -0-

Property & equipment               $3,940,000                 3,940,000

Total Assets                       $3,940,000                 3,940,000

Liabilities
-----------
Current Liabilities                $2,142,879                 1,853,879


Total Liabilities                  $2,142,879                 1,853,879
Total Stockholders' Equity         $1,797,121                 2,086,121
--------------------------         ----------                 ---------

Total Liabilities and Equity       $3,940,000              $   3,940,000
                                   ===========              =============
</TABLE>
______
*  See above.  Per share data is computed based on the weighted average of
   common stock outstanding as of the report date.

<PAGE>

 Item 8. Charges in and Disagreements with Accountants on Accounting and
 -----------------------------------------------------------------------
         Financial Disclosure
         --------------------
In March 20, 2000 Daniel, Ratliff, and Company, independent certified public
accountants, previously engaged as the principal accountant to audit the
prior financial statements of the Comapny, resigned. The resignation resulted
from the Company moving its corporate offices to the west coast (Glendale,
California) and the conclusion that the Company would be better served
through the engagement of a local Certified Public Accounting firm.
The Company elected to utilize the services of Jay J. Shapiro, CPA of Encino,
California.

The decision to change accountants was approved by the Board of Directors of the
company. There have been no disagreements with the former accountant on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of the former accountant, would have cause it to make reference
to the subject matter of the disagreements in connection with its report
for 1998 and 1999. The Company has filed with the Securities and Exchange
Commission an 8-K dated march 29, 2000 disclosing this action. The
Company has requested that the former accountants furnish them with letter
stating whether they agree with the statements made by the registrant, and,
if not, stating the respects in which they do not agree as indicating in
Item 4. A copy of this letter , when received, will be filed by
Exhibit with an 8-K.


Item 9. Directors, Executive Officers, Promoters and Control Persons
--------------------------------------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------

The following table sets forth the names and ages of the members of the
Company's board of directors and its executive officers, the positions with
the Company held by each, and the period during which each such person has
held such position.

[CAPTION]
<TABLE>
Name             Age       Position                         Since
----             ---       --------                         ----
<S>              <C>   <C>                                  <C>
Ronald Foster     58    President/Chairman of the Board      1986
William Beggs     56        Director                         1998
Karien Anderson   49        Secretary/Treasurer/Director     1997
Claude Pichard    45        Director                         1986
</TABLE>
   Messrs.  Fosters, Mr. Pichard and Ms. Anderson are all engaged with the
Company's business on a full time basis.
All directors hold office until the next annual meeting of stockholders of the
Company (currently expected to be held during May 2000) and until their
successors are elected and qualified.  Officers hold office until the first
meeting of directors following the annual meeting of stockholders and until
<PAGE>
their successors are elected and qualified, subject to earlier removal by the
board of directors.  There are currently no committees of the board of
directors.

Biographies of the Company's Executive Officers and Directors
-------------------------------------------------------------

Ronald Foster
-------------

Mr. Foster, 58, is presently Chairman, President, Chief Executive Officer, and
Executive Producer for SBI Communications, Inc.  He has been working with the
Company since its inception in 1984.  His primary responsibilities include
finance, marketing and technical review.  In addition to his responsibilities
with the Company, Mr. Foster has held a number of other management positions
over the years.  From 1984 to 1986, he was executive vice president and
producer of Pioneer Games of American Satellite Bingo, in Albany, Georgia.
Mr. Foster was also owner and operator of Artist Management & Promotions where
he was responsible for coordinating television entertainers, sports figures
and other celebrities for department store promotions.  Since 1987, Mr. Foster
has served as president and director of Ed-Phills, Inc., a Nevada corporation
and is now an executive vice president and member of the board of directors of
Golden American Network, a California corporation.  Since 1984, he has also
been the president and chief executive officer of ROPA Communications, Inc.,
which owns and operates WTAU-TV-19 in Albany, Georgia.  He created and
produced "Stock Outlook 87, 88, and 89," a video presentation of public
companies through Financial News Network (FNN), a national cable network.  Mr.
Foster also has experience as technical director and associate producer for
numerous national live sports broadcasts produced by ABC, CBS and WTBS.  Mr.
Foster is Director/Producer/Writer of the Company Interactive Broadcast
Programs.

Karien Anderson
---------------

Ms. Anderson is 49 years old and resides in Piedmont, Alabama. Ms. Anderson
has extensive experience in executive secretarial business, including
government and private sectors.  She has extensive background in the field of
advertising,  marketing, special event promotions,  contract management,
personnel management and real estate.  Ms. Anderson  currently holds a  real
estate licence. Ms. Anderson has been involve as coordinator for non-profit
association for the last eighteen years.  She is currently employed as
Secretary  and property manager for SBI Communications, Inc.

Claude Pichard
--------------

Mr. Pichard, 45, has been a Vice President and a director for the Company
since 1986.  His primary responsibilities include directing and developing the
interactive Bingo and auction programs.  Mr. Pichard has over twenty years of
television experience as a producer, director and scriptwriter.  He served as
creative services director at WCTV in Tallahassee, Florida, where he headed an
award-winning team of directors, writers and artists for the number one
<PAGE>
station in its market.  He has also worked with numerous Hollywood-based
game shows and was the director for the Bolivian National Lottery game.  In
addition to his responsibilities with the Company, Mr. Pichard also serves as
a research and training specialist with the Florida Department of Law Enforce
ment where he supervises the production of training tapes, public service
announcements and media related courses.  Mr. Pichard holds a bachelor of
science degree in mass communications from Florida State University.

William Beggs
-------------

Mr. Beggs is 56 years old and resides in Fort Lauderdale, Florida. Mr. Beggs
has been a member, in good standing, of The Florida Bar since 1973. Mr. Beggs
practices real estate and corporate law in the Fort Lauderdale area.

Item 10     Executive Compensation
----------------------------------

The Summary Compensation Table below sets forth all compensation paid to the
Officers and Directors of the Company during the Company's year ended December
31, 1998 and 1999.Prior to June of 1992, the date on which a change in control
of the Company was effected and current management took over their respective
positions, previous management conducted no business, the Company's was
inactive and no compensation was paid or deferred to and of the Company's
officers or directors.
                  1998 Summary Compensation Table
                  -------------------------------
[CAPTION]
<TABLE>
Name      Annual Compensation Long Term Compensation
and               Awards Awards    LTIP All
Principal                             Restricted Restricted  Pay- Other
<S>               <C>    <C>    <C>    <C>      <C>       <C>     <C>
Position          Salary Bonus   Other  Stock    Options   outs   Compensation
--------          ------------   ------------    -------   ----   ------------
Ronald Foster **    (5)     *     *      *       *         *         *        *
Claude Pichard +     *      *     *      *       *         *         *
Karien Anderson    (1)(6)   *     *      *       *         *         *        *

______________________________________________________________________________
                  1999 Summary Compensation Table
                  -------------------------------
Name      Annual Compensation Long Term Compensation
and               Awards Awards    LTIP All
Principal                            Restricted   Restricted  Pay- Other
Position           Salary Bonus   Other  Stock   Options      outs Compensation
Ronald Foster **     5    Y    *    Y      *      *            *
Claude Pichard +(2)  *    *    *    *      *      *            *
Karien Anderson(1)(2)6    *    *    *      *      *            *
</TABLE>
_____________________________________________________________________________
_
<PAGE>
*  None.
** President, Chairman and Chief Executive Officer.
***  Former Secretary, Treasurer and Chief Financial Officer.
+  Vice President.
(1)  Secretary and Treasurer.
(2)  Director.
(3)  Director.
(4)  Vice President.
(5) $130,000.
(6) $ 30,000.
(7) $ 35,500.
(8) $ 30,000.
(9)  No person listed has any options to acquire securities of the kind
     required to be disclosed pursuant to instruction 1 of Item 403 of
     Regulation SB.
(Y) Yes

Employment Agreements

The Company is a party to an employment agreement with Ronald Foster, a copy
of which is filed as an exhibit to this registration statement.  The following
summary thereof is qualified in its entirety by reference to such exhibit.

On January 1, 1992, Mr. Foster entered into a ten year employment agreement
with the Company, renewable thereafter for continuing one year terms unless
one of the parties provides the other with written intention not to renew, on
or before the 180th day prior to expiration of the then current term.
Although the agreement can be terminated by the Company for cause, or the
Company's stockholders can refuse to comply with its terms by not re-electing
Mr. Foster as a director, such events accelerate Mr. Foster's rights to
compensation under the Agreement.

The Agreement provides the Company with an obligation to defend and indemnify
Mr. Foster to the fullest extent legally permitted, and calls for the follow
ing compensation:

(a)  Mr. Foster is entitled to an annual bonus payable in shares of the
   Company's common stock, determined by dividing 10% of the Company's pre-tax
   profits (excluding depreciation) for the subject calendar year by the
   average bid price for the Company's common stock during the last five
   trading days prior to the end of the last day of each year and the first
   five days of the new year, provided, however, that the agreement shall have
   been in effect for at least one business day during the subject year.

(b)  Mr. Foster is entitled to an annual cash bonus in a sum equal to 5% of
   the Company's gross annual income or 10% of the Company's net pre-tax
   profit (excluding depreciation), whichever is less.

(c)  Mr. Foster is entitled to a salary starting at $2,500.00 per Week, but
   subject to review on a quarterly basis, with the expectation that it will
   be substantially increased as increased profits and cash flow from opera
   tions permit.

<PAGE>
(d)  In addition to the foregoing, Mr. Foster is entitled to a benefit
package equal to the most favorable benefit package provided by the Company
or its subsidiaries to any of their employees, officers, directors, consultants
or agents.

 All required payments are accruing until such time as the Company has
 adequate funds to meet its operating expenses and commitments.

Item 11.  Security Ownership of Certain Beneficial Owners & Management
----------------------------------------------------------------------

The following table sets forth, as of the date of this Registration Statement,
the number and percentage of shares of common stock owned of record and
beneficially by any group (as that term is defined for purposes of Section
13(d)(3) of the Exchange Act), person or firm that owns more than five percent
(5%) of the Company's outstanding common stock (the Company's only class of
voting securities).
[CAPTION]
<TABLE>
Name and Address of           Amount of      Nature of          Percent of
      Beneficial Owner          *Shares        Ownership             Class
<S>                            <C>          <C>                 <C>
      Ronald Foster              1,632,089    Record &           32% Common
      103 Firetower Road                      Beneficial
      Leesburg, Georgia, 31763

      Larry Cahill               1,000,000    Record &           19% Common
      3330 Southgate Court                    Beneficial
      Cedar Rapids, Iowa 52404

      Michael Graham               500,000    Record &           10% Common
      1804 Cherry Lane                        Beneficial
      Bluefield, West Virginia 24701
</TABLE>
_____
*  Includes all stock held either personally or by affiliates.

(b)     Security Ownership of Management
----------------------------------------

   The following table sets forth, as of the date of this Registration
Statement, the number and percentage of the equity securities of the Company,
its parent or subsidiaries, ,owned of record or beneficially by each officer,
director and person nominated to hold such office and by all officers and
directors as a group.

<PAGE>

[CAPTION]
<TABLE>
Title of     Name of             Amount         Nature of Percent of
Class        Beneficial Owner         Shares         Ownership Class
-----        ---------------          ------         ---------------
<S>    <C>                         <C>           <C>        <C>
Common  Ronald Foster               1,632,089      **        32.00%
Common  Karien Anderson                 0          ***       00.00%
Common  Claude Pichard                 10,000      **        00.07%
Common  Betty Rodgers                   5,000      ***       00.035%
Common  Williams Beggs                    0        ***       00.00%
Common  All officers and directors
        as a group (5 people)       1,647,089      **        33.05%
</TABLE>
___
*  Includes all stock held either personally or by affiliates.
** Record & Beneficial.
*** Not Applicable.
   To the best knowledge and belief of the Company, there are no arrange-
   ments, understandings, or agreements relative to the disposition of the
   Company's securities, the operation of which would at a subsequent date
   result in a change in control of the Company.

Changes In Control
------------------
SBI is unaware of any contract or other arrangement, the operation of which
may at a subsequent date result in a change in control of SBI.

Item 12.   Certain Relationships and Related Transactions
---------------------------------------------------------
There are no family relationships among directors, executive officers or
persons chosen by the Company to be nominated as a director or appointed as
an executive officer of the Company of any of its affiliated subsidiaries.

                             PART IV
                             -------
Item 13.     Index to Exhibits
-------         -----------------
                 Description of Exhibits
                 -----------------------
<TABLE>
<CAPTION>
            Page or
Exhibit    Source of
Number   Incorporation              Description
------  -----------------         ---------------
<S>        <C>        <C>

27                     Summary Financial Information
</TABLE>
<PAGE>


Additional Information
----------------------
                          Headquarters
                          ------------
                    SBI Communications, Inc.
     1239 South Glendale Avenue - Glendale, California 91205.


                          Subsidiaries
                          ------------
         SBI Communications, Inc., a Alabama Corporation
                  -------------------------
          376 Hwy 278 Bypass - Piedmont, Alabama 36272

            FrontierPalace.Com, a Nevada Corporation
     1239 South Glendale Avenue, Glendale, California 91205

         SBI Communications, Inc., a Nevada Corporation
        1063 Centerville Lane, Gardnerville, Nevada 89410

          Satellite Bingo, Inc., a Georgia Corporation
   103 Firetower Road - P. O. Box 729, Leesburg, Georgia 31763

                      Officers & Directors
                      --------------------
Ronald Foster: President, Chairman of the Board, Chief Executive Officer
            Karien Anderson: Secretary/Treasurer/Director
               Claude Pichard: Vice President/Director
                     Williams Beggs : Director

                            Auditors
                            --------
                       Mr. Jay J. Shapiro
         Jay J. Shapiro, CPA. A Professional Corporation
  16501 Ventura Boulevard, Suite 650, Encino, California 91436

                         Transfer Agent
                         --------------
                    Corporate Stock Transfer
3200 Cherry Creek Drive South; Suite 430; Denver, Colorado  80209

Exhibits to this Form 10-KSB will be provided, subject to payment of actual
copy costs, to shareholders of the Company upon written request addressed to
Lisa Evans acting, Secretary, SBI Communications, Inc., at the Company's
                   headquarters listed above.


<PAGE>



                             Signatures
                            ----------

     Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Company has duly caused this First Amended
Registration Statement to be signed on its behalf by the undersigned,
hereunto duly authorized.


                     SBI Communications, Inc.

Dated: April 4, 2000

                       /s/Ronald Foster/s/
                          Ronald Foster
              Chairman, President & Chief Executive

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf or the
Company and in the capacities and on the dates indicated.
[CAPTION]
<TABLE>
            Signature         Title                           Date
            ---------         -----                           ----
<S>                       <C>                                <C>
/s/ Ronald Foster         Chairman, President &              May 30, 2000
-----------------
Ronald Foster

/s/ Karien Anderson       Director, Secretary, Treasurer     May 30, 2000
-------------------
Karien Anderson

/s/ Claude Pichard        Director, Vice President           May 30, 2000
------------------
Claude Pichard

/s/William Beggs          Director                           May 30, 2000
----------------
William Beggs

</TABLE>