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

                                   FORM 10-QSB

(Mark one)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal quarter ended June 30, 1999

Commission file Number 0-28416
                                      or

[   ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
=====================================================================
                     SBI Communications, Inc.
     (Name of small business issuer specified in its charter)
=====================================================================
              Delaware                       58-1700840
  (State or other jurisdiction of         (I.R.S. Employer
   incorporation or organization)       Identification Number)

          P. O. Box 729 - 103 Firetower Road - Leesburg, Georgia 31763
             (Address of Principal executive offices) (Zip code)
                               (912)759-9176
                         Issuer's telephone number
====================================================================
Securities registered pursuant to 12(b) of the Act:     None
Securities to be registered pursuant to Section 12(g) of the Act:
                                        Common Stock and Preferred Stock

    Common Stock $0.001 Par Value - Preferred Stock $5.00 Par Value
                            (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
requirements for the past 90 days.
YES   [ X ]    NO [    ]
As of August 11, 1999 the Registrant had 5,570,439 shares of its $0.001 par
value Common Stock Outstanding.
===================================================================


<PAGE>


Table Of Contents

                    SBI COMMUNICATIONS, INC.
                           FORM 10-QSB
                             INDEX
                                                             Page
  PART I.             FINANCIAL INFORMATION

  Item 1.             Consolidated Financial Statements         3
                      Consolidated Balance Sheets as of
                        December 31, 1998 and
                        and June 30, 1999

                      Consolidated Statements of Operations     4
                        for the six months ended
                        June 30, 1998 and 1999

                      Consolidated Statement of Changes         3
                        in Shareholders' Equity for the six
                        months ended June 30, 1999

                      Consolidated Statements of Cash Flows     7
                        for the six months ended June 30,
                        1998 and 1999

                      Notes to Consolidated Financial State-    6
                        ments

  Item 2.             Management's Discussion and Analysis      8
                        of Financial Condition and Results
                        of Operations Condition


  Part II.            OTHER INFORMATION

  Item 1.             Legal Proceedings                        12

  Item 2.             Changes in Securities                    12

  Item 3.             Defaults Upon Senior Securities          12

  Item 4.             Submission of Matters to a Vote          12
                        of Security  Holders

  Item 5.             Other Information                        13
  Item 6.             Exhibits and Reports on Form 8-K         14

                      Signatures                               14



<PAGE>                          2


PART I. FINANCIAL INFORMATION

Financial Statements
                  SBI COMMUNICATIONS, INC. AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)
                                                          June 30,      Dec. 31,
                                                             1999          1998
                                ASSETS
Current assets:
    Cash                                              $       485  $       485
    Accounts receivable,                                       -            -
    Note receivable from affiliates                         3,600        3,600
    Inventories                                            79,444       79,444
                                                      -----------  -----------
                                                           83,529       83,529
Property and equipment, net of accumulated
    depreciation                                        7,458,345    7,458,345
 Other assets:
    Deferred loan costs                                     5,071        5,071
    Deposits                                               63,065       63,065
                                                      -----------  -----------
                                                      $ 7,610,010  $ 7,610,557
                                                       ===========  ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Note payable to trust managed by a shareholder  $     150,000  $   150,000
    Mortgage note payable-current portion (Note 5)      1,050,000    1,050,000
    Capitalized leases-current portion                     17,284       17,284
    Accrued wages due to principal shareholder (Note 2)   355,000      355,000
    Advances due to principal shareh older                 12,698       12,698
    Account payable and accrued expenses                  169,071      169,071
                                                      -----------  -----------
                                                        1,754,053    1,754,053
Capitalized leases, long-term portion                      61,459       61,459
 Other notes payable                                       52,438       52,438
                                                      -----------  -----------
 Total liabilities                                      1,867,950    1,867,950
                                                      -----------  -----------
Stockholders' equity:
    Preferred stock, par value $5.00; 10,000,000
      shares authorized; 1,653,000 and 1,653,000 shares
      issued and outstanding at June 30, 1999 and
      December 31, 1998, respectively                   8,265,000    8,265,000
    Common stock, par value $.001; 40,000,000
      shares authorized; 5,570,439 shares issued and
      outstanding at June 30, 1999 and 5,570,439 as of
      December 31, 1998                                     5,570        5,570
     Paid in capital3,667,118                            3,66,118
     Accumulated deficit                            (   6,195,628) ( 6,195,628)
                                                      -----------  -----------
                                                        5,742,060    5,742,060
                                                      -----------  -----------
                                                      $ 7,610,010  $ 7,610,010
                                                      ===========  ===========

          See accompanying notes to consolidated financial statements.


<PAGE>                          3

<TABLE>


                    SBI COMMUNICATIONS, INC. AND SUBSIDIARY
                               STATEMENTS OF LOSS

<CAPTION>
                                                 Three Months Ended June 30,      Six Months Ended June 30,
                                                         1999          1998             1999          1998
                                                         ----          ----             ----          ----
<S>                                                <C>           <C>              <C>           <C>
Revenues:
      Bingo hall rent                                      -         $   -                -        $    -
      Kitchen and gift shop revenues                       -             -                -             -
      Other income                                         -             -               593           593
                                                   ----------    ----------       ----------   -----------
                                                           -             -               593           593
                                                   ----------    ----------       ----------   -----------
      Expenses:
      Cost of sales - kitchen and gift shop                -             -                -             -
      Administrative salaries and related expenses     35,000        35,000           73,133        73,133
      Facility cost                                    12,260        12,260           22,971        22,971
      Other general and administrative                 31,212        31,212           65,098        65,098
      Production costs                                     -             -                -             -
      Depreciation and amortization                     8,019         8,019           88,539        88,539
      Interest and finance expenses                    24,311        24,311           31,061        31,061
                                                   ----------    ----------       ----------   -----------
                                                      110,802       110,802       ($ 280,802)    ($280,802)
                                                   ----------    ----------       ----------   -----------
Net loss                                           ($ 110,802)   ($ 110,802)      ($ 280,209)   ($ 280,209)
                                                   ----------    ----------       ----------   -----------

Net loss per share                                   ($__0.02)   ($    0.02       ($    0.05)   ($    0.05
                                                   ===========   ===========      ===========  ============



       See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>                          4


                    CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE SIX MONTHS ENDED JUNE 30,
                                (UNAUDITED)
                                                      1999              1998
                                                      ----              ----
Revenues:
  Bingo hall rent                             $         -             $   -
  Kitchen and gift shop revenues                        -                 -
  Other income                                         593               593
                                                -----------       -----------
                                                       593               593
                                                -----------       -----------
Expenses:
 Cost of sales - kitchen and gift shop                  -                 -
 Administrative salaries and related expenses       73,133            73,133
 Facility costs                                     22,971            22,971
 Other general and administrative                   65,098            65,098
 Production costs                                       -                 -
 Depreciation and amortization                      88,539            88,539
 Interest and finance expenses                      31,061            31,061
                                                -----------       -----------
                                                   280,802           280,802
                                                -----------       -----------
Net loss                                        ($ 280,209)       ($ 280,209)
                                                ===========       ===========
Net loss per share                              ($    0.05)       ($    0.05)
                                                ===========       ===========

     See accompanying notes to consolidated financial statements.

<PAGE>                          5


                    SBI COMMUNICATIONS, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE SIX MONTHS ENDED JUNE 30,
                                 (UNAUDITED)
                                                      1999              1998
                                                      ----              ----
Cash flows from operating activities:
  Net (loss)                                  ($   280,209)       ($ 280,209)
  Adjustments to reconcile net loss to cash
    provided (used) by operating activities:
      Depreciation and amortization                 72,500            72,500
      Amortization of deferred loan costs           16,038            16,309
      Charge offs of long-term receivables              -                 -
      Change in accounts receivable, trade             768               768
      Change in inventories                          6,621             6,621
      Change in prepaid expenses                                          -
      Change in accounts payable and
        accrued expenses                            83,629            83,629
                                                -----------       -----------
         Cash (used) by operating activities  (    100,653)        ( 100,653)
                                                -----------       -----------

  Cash flows from investing activities:
    Proceeds from repayment of notes receivable
      from affiliate                                 5,499             5,499
    Purchase of real estate                      ( 748,622)      (   748,622)
                                                -----------       -----------
         Cash (used) by investing activities     ( 743,123)      (   743,123)
                                                -----------       -----------

  Cash flows from financing activities:
    Loans from shareholders/affiliates              12,698            12,698
    Proceeds From Mortgaged (see note 5)        $1,050,000        $1,050,000
    Mortgage loan repayments                     ( 239,701)         (239,701)
    Capital lease repayments                   (       964)      (       964)
                                                -----------       -----------
         Cash flows provided by
           financing activities                   $822,033          $822,033
                                                -----------       -----------

Net increase (decrease) in cash                (    21,743)      (    21,743)
Cash at beginning of period                         22,228            22,228
                                                -----------       -----------
Cash at end of period                        $       $ 485             $ 485
                                             ==============      ============
Supplemental information:
  Income taxes paid$                                    -          $      -
                                               ============      ============
  Interest paid                                 $   28,311         $  28,311
                                               ============      ============
Items not requiring use of cash:
  Preferred stock converted                         ($0.00)       ($ 200,000)
  Issuance of common stock                           $0.00           200.000
                                                -----------       -----------
  Paid in capital                                  $    -          $      -
                                                -----------       -----------


     See accompanying notes to consolidated financial statements.


<PAGE>                          6

              SBI COMMUNICATIONS, INC. AND SUBSIDIARY
       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                JUNE 30, 1999 AND DECEMBER 31, 1998

Note 1 - Selected disclosures

    The accompanying unaudited consolidated financial statements, which are
    for interim periods, do not included all disclosures provided in the
    annual consolidated financial statements.  These unaudited consolidated
    financial statements should be read in conjunction with the consolidated
    financial statements and the footnotes thereto contained in the Form 10-KSB
    for the year ended December 31, 1998 of SBI Communications, Inc. (the
    "Company"), as filed with the Securities and Exchange Commission.  The
    December 31, 1998  balance sheet was derived from the unaudited consolidated
    financial statements, but does not include all disclosures required by
    generally accepted accounting principles.

    In the opinion of the Company, the accompanying unaudited consolidated
    financial statements contain all adjustments (which are of a normal
    recurring nature) necessary for a fair presentation of the financial
    statements.  The results of operations and cash flow for the six months
    ended June 30, 1999 and 1998 are not necessarily indicative of the results
    to be expected for the full year.

    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.

Note 2 - Related party transactions

    The Company accrued salaries payable to the Company's principal shareholder
    totaling $65,000 for the two quarters ended June 30, 1999 and 1998,
    respectively.  All amounts owed to the shareholder are payable on demand.

Note 3 - Net loss per share

    The Company's net loss per share was calculated using 5,570,439 and
    5,570,439 weighted average shares outstanding for each of the quarters
    ended June 30, 1999 and December 31, 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 4 - Preferred stock activity

    In July, 1996, 5,000 shares of preferred stock with a par value of $25,000
    were to be issued to cover $20,000 in closing costs relating to the mortgage
    note receivable. The Company inadvertently issued 25,000 shares rather than
    5,000 shares, and both parties agreed that the related certificate would be
    returned and reissued.  In that the certificate had not been returned as of
    December 31, 1996, the full 25,000 shares were treated as outstanding at
    that time, with a related reduction in paid in capital.  In the first
    quarter of 1997, the certificate was returned, and a new certificate for
    5,000 shares was issued.  The stockholders' equity section of the balance
    sheet as of March 31, 1997, has been adjusted to reflect the reduced number
    of preferred shares outstanding, with a corresponding adjustment to paid in
    capital.

<PAGE>                          7


Note 5 - Mortgage

    The company borrowed $1,050,000.00 to pay the State of Alabama, on behalf
    of Cranberry-Magnetite, the previous owner tax liability of $748,422.00 and
    to pay the second mortgage to National Mortgage of $263,275. The company is
    also securing a loan to refinance the property, renovate and expand the
    company business.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

    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 Justin Land
    and Development, Inc. during October, 1984, and then to Supermin, Inc. on
    November 20, 1985.  On September 29, 1986, Satellite Bingo, Inc. was the
    surviving corporate entity in a statutory merger with Supermin, Inc., a
    Utah corporation.  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 a plan
    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.
    Management anticipates executing the plan during 1999.

    The Company plans to lease or operate bingo halls and to provide
    interactive satellite delivered bingo games,  game shows and other
    similar telecommunication gaming products or services to television
    viewers throughout the United States.  The Company has also developed
    a system that can be integrated into all standard communications channels
    including the World Wide Web for interactive play throughout the World.
    Our Web site or the company's URLs are http://www.sBid.net,
    http://www.sbicom.com, http://www.abingo.com,
    http://www.sbicommunications.com, http://www.globalot.com or
    http://www.frontierpalace.com.  Currently, the Company's is developing its
    web site and has a sales for the Alabama property.

    Piedmont Jaycees did not perform as represented, and  management did not
    develop business. Gross revenues were 50% of their projections which did
    not fulfill agreement in their premises lease: Jaycees salaries exceeded
    budgets; operations schedule was not full time. Therefore, their lease was
    allowed to not be renewed at the first of 1998.

    At the same time, local political influences developed negative local law
    changes as a reaction to the Piedmont Jaycees operation and a Bingo
    Commission being implemented  to oversee all bingo operation in Calhoun
    County.  Local ordinances are being adopted to limit all charity bingo
    operations to the amount of employees  and establish a requirement of net
    proceeds being donated for charitable purposes, with no revenues to the
    employees of the charity .

    In reaction to the  above political/legal trends, management of  it's
    wholly owned subsidiary  (SBI Communications, Inc. of Alabama) has a
    signed purchase agreement with Mobile Home Factory Outlet Center, Inc.
    of Panama City, Florida to purchase the Piedmont property for
    $7,300,000.00. The sale of  this property should be closed with-in the

<PAGE>                          8

    next thirty days. Management is working  in the Boca Raton/Fort Lauderdale,
    Florida area and  believes that  the local charity Bingo market is more
    hospitable in Southeast Florida,  rather than northeast Alabama. The
    company plans to open a facilities in the Southeast Florida and Maryland
    area to lease to local charities to conduct bingo games.

    Mobile Home Factory Outlet Center, Inc. plans to have an Mobile Home
    Manufacturing Plant and Sales outlet at the Piedmont location.  Plans are
    to employ approximately 250 to 300 employees.  SBI has enter into a
    purchase agreement to purchase an additional eighteen (18) acres of land
    directly adjoining it's property in order to make available a total of
    thirty-five acres to Mobile Home Factory Outlet Center. The total purchase
    with the additional land is $7,300,000.00.

Internet Web Site

    The company established a secure web site 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; the
    opportunity is primarily a shopping club. No charge is made to participate
    in the bingo games. Games will be available for play 24 hours a day seven
    days a week and new games played every 12 minute. Winners  will collect
    their winning  of the  on-going Globalot Bingo Sweepstake games either by
    crediting their account or being delivered to the member at their option.
    Payments for membership will be made by credit card, bank check, debit/ATM
    cards and by lec billing or "900" telephone number. The company's URLs are
    http://www.abingo.com - http://www.sBid.net - http:/www.sbicom.com -
    http://www.globalot.com - http://www.sbicommunications.com -
    http://www.forntierpalace.com. The web site is hosted by the company and
    fulfillment will be provided by Regency Communications, Inc.  The company
    will also provide its services to other  companies desiring access to the
    Internet. The company will generate additional revenues by offering web
    page/site design/development, advertising, fulfilment and its web services
    to others. This would include equipment and tee access to the Internet.

    At the same time, local political influences developed negative local law
    changes as a reaction to the Piedmont Jaycees operation. Local ordinances
    are being adopted to limit all charity bingo operations and the amount of
    employees and establish a requirement of near gross proceeds being donated
    for charitable purposes regardless of reasonable and necessary operation
    expenses with no revenues to the employees of the charity. At this time
    it is not feasible to lease the facility for the operation of bingo.

<PAGE>                          9


    In reaction to the above political/legal trends, management has negotiated
    the sales of the property to a Panama City, Florida group, for the
    operation of a mobile home plant and sales outlet.

    The Company believes that the $5 billion dollar North America charitable
    bingo industry is fragmented and inefficient, yet potentially profitable.
    The Company's strategy, therefore, is to consolidate a portion of the
    industry to build a national chain of bingo centers in lucrative markets.
    The Company believes that its industry experience, economies of scale and
    financial resources will provide a competitive advantage over competing
    bingo operations, which should enable the Company to effectively execute
    its long-term growth plan.  The Company currently has no bingo center.
    The Company intends to continue its expansion through acquisitions and
    developments in other selected markets throughout the United States.
    Management's goal is to open other bingo centers by end of 1999.

RESULTS OF OPERATION

    SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998.

    The Company generated revenues of $ 593 during its second fiscal quarter
    ended June 30, 1999, as compared to $593 in the comparable period of the
    prior fiscal year, which represents no change. The Company expects
    quarterly revenues to continue to increase upon the successful operation
    of the Company's Web site, new leases of the company property in Piedmont
    and broadcasting of it's interactive programming.

    Direct operating costs of the Company's Piedmont facility totaled $110,802
    during the second quarter of 1999 versus $110,802 in the comparable 1998
    quarter, which represents no change.  Approximately 35% of the current
    period's direct operating costs were comprised of  depreciation and
    amortization, which are relatively fixed expenses.  The balance is
    primarily comprised of legal, wages and management fee costs.

    General & Administrative (G&A) expenses totaled $35,000 during the second
    quarter of 1999 as compared to $35,000 in the year ago period.  This
    expense decrease of $0.00 was mainly due to no operations and renovation
    during the first and second quarter of 1999.

    The Company did not record any tax expense during the current quarter or
    comparable year-ago period due to tax loss carryforwards.  The Company's
    tax loss carryforward balance at the end of fiscal 1998 was in excess of
    $6 million and, as such, the Company does not expect to incur any federal
    income tax liability until this carryforward is depleted by operational
    profits.

    Net loss for the second fiscal quarter of 1999 was $110,209, which equated
    to loss per share of  ($0.02)  Net loss for the comparable quarter of 1998
    was $110,802 which equated to loss per share of ($0.02).  Virtually all of
    the loss was due to no operations in second quarter of 1999.  Management
    believes that the Company's direct operating costs and G&A expenses are
    relatively low for this quarter.  As such, management will continue to seek
    expansion opportunities that offer incremental operating revenues which, in
    turn, favorably leverage the Company's net income performance.

    All of the Company's revenue in the past has come from operations of the
    bingo hall or interest income on cash therefrom. The following table
    summarizes  revenue categories in the Company's statement of income
    (rounded to the nearest whole dollar).

                                               Amount of Total Revenue
                                              Six Months Ended June 30,
                                                     1999         1998
                                                     ----         ----
    Revenues:
    Bingo hall rent/administrative fees               .00          .00
    Kitchen and gift shop  revenues                   .00          .00
    Other Income                                      593          593
                                                     ----         ----
     Total Revenue                                    593         $593
                                                     ----         ----

<PAGE>                         10


In general, the Company experienced insignificant revenues in 1994 as it
attempted to expand and develop its operations.  At the end of 1994 the
Registrant acquired a bingo hall, which it now leases to charities who
sponsor bingo games.  The Company also provides management services to
assist the charities in the operations of the bingo games, for which the
Company charges a fee.  In late 1996, the Company was also requested to take
over operations of the kitchen and gift shop portions of the facility. Except
for the operation of the bingo hall, there are no other significant revenue
sources of the Company at this time.  In 1995, the Company charged a flat
$75,000 per month in rent, plus management fees as deemed appropriate.  In
February, 1996, the lease with the current charity was amended to reflect a
minimum payment of  $25,000 per month, with adjustments up to $75,000 per
month if the charity generates sufficient annual cash flow to afford to pay
the increased rent. Although the charity generated cash flow that would
allow greater rent, management allow such excess to be applied toward unpaid
rents and did not increase the rent charge for 1997.

Management collected no rent payments and had no revenue for six months ended
June 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999, the Company had cash and cash equivalents of $485.00, a
decrease of  $0.00 from the end of fiscal 1998.  The decrease was mainly due
to renovation of the property and not being able to operate the facility. The
Company does expect to make further investments in its Piedmont, Alabama
facility in order to meet customer demands and renovate as required by the
sell for the facility.

The Company intends to finance future acquisitions primarily through the use
of stock and, to a lesser extent, cash and notes.

The Company paid a tax liability owed to the State of Alabama that the
previous owners did not pay. This debt is due the Company and the company
plans to recover these funds by all legal means available to the company.

Current liabilities totaled $1,867,950 at the end of the quarter, but less
than 10% of this total represented trade payables.  Approximately 60% of
total liabilities are comprised of a note payable to the Haulmark Company for
a loan the company received in order to pay the previous owners tax liability.
Approximately 20% of long-term note payable on which the Company is currently
making payments. The Company has no other long-term debt.  The Company had
total assets of over $7.6 million and total liabilities of $1.9 million at
the end of the second quarter, with shareholder equity of $5.8 million.  The
Company believes that its current capital resources, together with expected
positive operational cash flows and note collections, will support operational
requirements for the next year.

<PAGE>                         11


PART II--OTHER INFORMATION

ITEM 1. 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.
The company  received a warranty deed from Cranberry Magnetite. After a legal
action by Cranberry Magnetite  failed in 1998 the company paid this tax
liability on behalf of Cranberry Magnetite. The company will take any and
all legal action to recover these funds.

In April of 1995 two of the employees of the company's subsidiaries (SBI
Communications, Inc. of Alabama) were 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 were incarcerated and later place on 24 months
probation which will end November 14th 1999. This was a misdemeanor and a
first offence.

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

ITEM 2. CHANGES IN SECURITIES

In July, 1996, 5,000 shares of preferred stock with a par value of $25,000
were to be issued to cover $20,000 in closing costs relating to the mortgage
note receivable. The Company inadvertently issued 25,000 shares rather than
5,000 shares, and both parties agreed that the related certificate would be
returned and reissued.  In the first quarter of 1997, the certificate was
returned, and a new certificate for 5,000 shares was issued. In January 1998
the Company issued    25,000 shares of its common stock to cover the cost of
software programing relating to PandaAmerica. The Company also converted
40,000 shares of preferred shares to 200,000 shares of the company common
stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


<PAGE>                         12


ITEM 5. OTHER INFORMATION

NO CHANGE IN MANAGEMENT.

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
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.

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EXHIBITS AND REPORTS ON FORM 8-K

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

        (A)      EXHIBITS:
                  EXHIBITS DESCRIPTION
                    11         Statement re:  computation of per share
                                              earnings
                    27         Financial data schedule
         (B)      REPORTS ON FORM 8-K:
                  None




                                  SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                   SBI Communications, Inc.

Date: August 12, 1999               By: /s/Ronald Foster
                                         -------------------------------------
                                         Ronald Foster Chairman of the
                                         Board and Chief Executive Officer
                                         (principal executive officer)


<PAGE>                         14