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 March 31, 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)


        Post Office 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 May 14, 1999 the Registrant had 5,570,439 shares of its $0.001 par
value Common Stock Outstanding.

=============================================================================
                                May 14, 1999

<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 March 31, 1999

                      Consolidated Statements of Operations     4
                        for the three months ended
                        March 31, 1998 and 1999

                      Consolidated Statement of Changes         4
                        in Shareholders' Equity for the three
                        months ended March 31, 1999

                      Consolidated Statements of Cash Flows     5
                        for the three months ended March 31,
                        1998 and 1999

                      Notes to Consolidated Financial State-    6
                        ments

  Item 2.             Management's Discussion and Analysis      7
                        of Financial Condition and Results
                        of Operations Condition


  Part II.            OTHER INFORMATION

  Item 1.             Legal Proceedings                        10

  Item 2.             Changes in Securities                    10

  Item 3.             Defaults Upon Senior Securities          11

  Item 4.             Submission of Matters to a Vote          11
                        of Security  Holders

  Item 5.             Other Information                        11

  Item 6.             Exhibits and Reports on Form 8-K         11

                      Signatures                               11



                                2

<PAGE>

<TABLE>


PART I. FINANCIAL INFORMATION
Financial Statements

                      SBI COMMUNICATIONS, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)

<CAPTION>
                                                           March 31,         Dec. 31,
                                                             1999              1998
                                                          ------------       ------------

                                ASSETS
                                ------
<S>                                                       <C>                <C>
Current assets:
    Cash                                                  $       485        $       485
    Accounts receivable,                                       -0-                -0-
    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        $ 7,610,010
                                                          ============       =============

                 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 shareholder                      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 1,693,000 shares issued
      and outstanding at June 30, 1998 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 March 31, 1999 and 5,345,439 as of December 31,
      1998                                                      5,570              5,570
    Paid in capital                                         3,667,118          3,667,118
    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.

</TABLE>

                                3


<PAGE>


<TABLE>

                     SBI COMMUNICATIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE MONTHS ENDED MARCH  31,
                                   (UNAUDITED)
<CAPTION>

                                                         1999          1998
                                                      -----------     ------------
<S>                                                   <C>              <C>
Revenues:
     Bingo hall rent                                  $       -        $   -0-
     Kitchen and gift shop revenues                           -            -0-
     Other income                                             -              172
                                                     ------------     ------------
                                                              -              172
                                                      -----------     ------------
Expenses:
     Cost of sales - kitchen and gift shop                    -            -0-
     Administrative salaries and related expenses         30,000          38,570
     Facility costs                                       22,971          10,864
     Other general and administrative                     30,000          32,876
     Production costs                                         -            -0-
     Depreciation and amortization                        88,539          72,500
     Interest and finance expenses                        14,769          14,769
                                                      -----------     ------------
                                                         186,279         169,579
                                                      -----------     ------------
Net loss                                              ($ 186,279)     ($ 169,579)
                                                      ===========     ============

Net loss per share                                    ($    0.03)     ($    0.03)
                                                      ===========     ============



         See accompanying notes to consolidated financial statements.

</TABLE>


                                4

<PAGE>

<TABLE>


                    SBI COMMUNICATIONS, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE THREE MONTHS ENDED MARCH 31,
                                  (UNAUDITED)
<CAPTION>

                                                             1999               1998
                                                        --------------      --------------
<S>                                                     <C>                 <C>
Cash flows from operating activities:
  Net (loss)                                            ($   186,279)       ($169,579)
  Adjustments to reconcile net loss to cash
    provided (used) by operating activities:
      Depreciation and amortization                           88,539           72,500
      Amortization of deferred loan costs                     16,038           16,309
      Charge offs of long-term receivables                      -               8,178
      Change in accounts receivable, trade                     -0-               -0-
      Change in inventories                                    6,621              -
      Change in prepaid expenses                                            (  12,172)
      Change in accounts payable and accrued expenses         83,629          126,226
                                                        --------------      --------------
        Cash (used) by operating activities                    8,548           41,462
                                                        --------------      --------------

Cash flows from investing activities:
  Proceeds from repayment of notes receivable
    from affiliate                                             5,499               -
  Purchase of real estate                               (    748,622)       (  17,618)
                                                        --------------      --------------
        Cash (used) by investing activities             (    743,123)       (  17,618)
                                                        --------------      --------------

Cash flows from financing activities:
  Loans from shareholders/affiliates                          12,698           34,054
  Proceeds From Mortgaged (see note 5)                   $ 1,050,000               -
  Mortgage loan repayments                              (    239,701)              -
  Capital lease repayments                              (        964)       (   3,327)
                                                        --------------      --------------
        Cash flows provided by financing activities         $822,033           30,727
                                                        --------------      --------------

Net increase (decrease) in cash                         (     21,743)       (  21,743)
Cash at beginning of period                                     -0-            22,228
                                                        --------------      --------------
Cash at end of period                                    $      -0-          $    485
                                                        ==============      ==============
Supplemental information:
  Income taxes paid                                      $       -           $     -
                                                        ==============      ==============
  Interest paid                                          $    28,311         $ 32,102
                                                        ==============      ==============
Items not requiring use of cash:
  Preferred stock converted                             ($    - 0-  )       ($200,000)
  Issuance of common stock                                     -0-            200,000
                                                        --------------      --------------
  Paid in capital                                        $        -                -
                                                        ==============      ==============

See accompanying notes to consolidated financial statements.

</TABLE>

                                5


<PAGE>


                   SBI COMMUNICATIONS, INC. AND SUBSIDIARY
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                  SEPTEMBER 30, 1998 AND DECEMBER 31, 1997

    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 Three months
    ended March 31, 1999 and 1998 are not necessarily indicative of the results
    to be expected for the full year. There were no activity in the third
    quarter.

    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 $30,000 for the quarter ended March 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 quarter
    ended March 31, 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.


                                6

<PAGE>

    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. The above Note of $1,050,000.00 Is due and
    payable.

    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.


                                7

<PAGE>

       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 Regency Communications, Inc. of Dallas,
    Texas to purchase the Piedmont property for $7,100,000.00. The sale of this
    property should be closed with-in the 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.

      Regency plans are to have an inbound telemarketing, fulfilment center and
    backbone to the Internet at the Piedmont location. Regency plans to contract
    with SBI to set all phases of operation in place. Plans are to employ
    approximately 250 to 300 employees.

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.com - 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.

      In reaction to the above political/legal trends, management has negotiated
    the sales of the property to a Dallas, Texas group, for the operation of a
    telecommunication company for "800" inbound.

       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 only one bingo center
    located in Piedmont, Alabama.  The Company intends to continue its expansion



                                8

<PAGE>

    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
    THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS
    ENDED MARCH 31, 1998.

       The Company generated revenues of $-0- during its first fiscal quarter
     ended March 31, 1998, as compared to $-0- in the comparable period of the
     prior fiscal year, which represents a decrease. The revenue decrease was
     due to renovation of facility in Piedmont. The Company expects quarterly
     revenues to increase when the new leases are in place. Also, upon the
     successful operation of the Company's Web site and broadcasting of it's
     interactive programming.

       Direct operating costs of the Company's bingo center totaled $186,279
     during the first quarter of 1999 versus $169,579 in the comparable 1998
     quarter, which represents a 9% increase.  Approximately 60% 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 $30,000 during the first
     quarter of 1999 as compared to $32,876 in the year ago period, an decrease
     of 9%.  This expense decrease of $2,876 was mainly due to the delectation
     of certain key management personnel since the first quarter of 1999.

       The Company did not record any tax expense during the current quarter or
     comparable year-ago period due to tax loss carry forwards.  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 first fiscal quarter of 1999 was $186,279 which equated
     to loss per share of ($.03)  Net loss for the comparable quarter of 1998
     was $169,407 which equated to loss per share of ($0.03).  Virtually all
     losses was due to termination of the Jaycees lease and renovation of
     property in Piedmont, Alabama which was not open in the first quarter of
     1998.  Management believes that the Company's direct operating costs and
     G&A expenses are relatively fixed.  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 comes from operation 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
  Three Months Ended March 31,                    1999               1998
                                              ---------          ---------
  Revenues:
        Bingo hall rent/administrative fees        -0-           $    -0-
        Kitchen and gift shop revenues             -0-                -0-

        Other Income                                                  -0-
                                                                 ---------
        Total Revenue                         $    -0-               $-0-
                                              =========          =========


                                9


<PAGE>

       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, 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 1996. However, the company did received $61,033
  additional rents in 1997.

       Management collected no rent payments for three months ended March 31,
  1998. Management has collect no revenues for first quarter 1999 from the
  Piedmont facility. Management believes that due to competition and geographic
  factors, change in the local regulations, which states that charity member
  and employees cannot be paid, the local charity will not be able to operate
  and pay its obligations under the lease agreement and therefore in January
  of 1998 the lease with the Piedmont Jaycees was terminated.

  LIQUIDITY AND CAPITAL RESOURCES

       At March 31, 1999, the Company had cash and cash equivalents of $ 0.00 a
  decrease of  $83,812 from the end of fiscal 1998.  The decrease was due to
  renovation of the facility and will not be able to rent the facility until
  August of 1999. The Company does expect to make further investments in its
  Piedmont, Alabama facility in order to meet strong customer demands and
  requirement of under the new leases.

       The Company expects its cash position to begin to increase assuming
  leases are place and the Company's Internet website is operational. There
  can be no assurance of the foregoing.  The Company intends to finance future
  acquisitions primarily through the use of stock and, to a lesser extent, cash
  and notes.

       Accounts receivables totaled $ -0- at March 31, 1999.  The Company had no
  revenues as of March 31, 1999.

       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  which currently is due
  and payable. The Company has no other long-term debt.  The Company had total
  assets of over $7.6 million and total liabilities of $1,867,950.00 at the end
  of the first 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.


                                10


<PAGE>

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 did receive 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 legal action to recover these funds.

       In April of 1995 one of the employees of the company's subsidiaries (SBI
  Communications, Inc. of Alabama) was named as a defendant 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.

ITEM 5. OTHER INFORMATION

CHANGE IN MANAGEMENT.

SBI is unaware of any contract or other arrangement of which may at a
subsequent date result in a change in control of SBI


                                11


<PAGE>

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.

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



                                12


<PAGE>


                                 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,
hereunto duly authorized.

                              SBI Communications, Inc.

Date: July 14, 1998            By: /s/Ronald Foster
                                  -------------------------------------
                                  Ronald Foster Chairman of the
                                  Board and Chief Executive Officer
                                  (principal executive officer)



                                13