SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

(Mark One)
[X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
1934 For the fiscal year ended December 31, 1999

                  or

[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the transition period from ___________ to ___________

                                    000-26801
                              ---------------------
                              (Commission File No.)


                            MEGAMEDIA NETWORKS, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


                     DELAWARE                           87-0633630
           ------------------------------           -------------------
          (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)            Identification No.)


       57 WEST PINE STREET, ORLANDO, FLORIDA                       32801
      ----------------------------------------                  ----------
      (Address of principal executive offices)                  (Zip Code)


         Issuer's Telephone Number, including area code: (407) 245-3636

Securities registered under Section 12(b) of the Securities Exchange Act of
1934:

                                      NONE

Securities registered under Section 12(g) of the Securities Exchange Act of
1934:

                          COMMON STOCK, $.01 PAR VALUE

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]

Check 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 definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year were $0.

As of May 1, 2000, the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was
recently sold was $35,977,035.

As of May 1, 2000, there were 14,241,356 shares of issuer's common stock
outstanding.

Documents incorporated by reference:  NONE

<PAGE>


                                EXPLANATORY NOTE

          This Form 10-KSB/A amends the Form 10-KSB filed by MegaMedia Networks,
Inc. (the "Company") on April 14, 2000 to clarify certain information with
respect to the beneficial ownership by William A. Mobley, Jr. of the Company's
capital stock.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The following table sets forth, as of May 1, 2000, the number of
shares of Common Stock that were owned beneficially by (i) each person who is
known by the Company to beneficially own more than 5% of the common stock, (ii)
each director, (iii) the Named Executive Officers (as defined in "Executive
Compensation") and (iv) all directors and executive officers of the Company as a
group:

<TABLE>
<CAPTION>


                                         AGGREGATE NUMBER OF                       TOTAL NUMBER OF
                                         SHARES BENEFICIALLY      ACQUIRABLE       SHARES BENEFICIAL
                                               OWNED            WITHIN 60 DAYS (3)         OWNER         PERCENTAGE
          NAME (1)(2)                           (A)                   (B)          (COLUMNS (A)+(B))    OF OWNERSHIP
-----------------------------------      -------------------    ------------------ -----------------    ------------
<S>                                      <C>                    <C>                <C>                   <C>
NextTraffic, Inc. (4)                          3,250,000                                 3,250,000        22.82%
   100 S. Orange Avenue, Suite 1000
   Orlando, Florida  32801
William A. Mobley, Jr.                         1,986,511(5)        177,841(6)            2,164,352        13.95%
John P. Chambers                                 100,000                -0-                100,000            *
David A. Gust                                         -0-                0                     -0-           -0-
Paul J. Turcotte                                      -0-               -0-                    -0-           -0-
Hon. Myron E. Tillman                                 -0-               -0-                    -0-           -0-
Officers & Directors as a group
(7 persons)                                    2,249,011           189,697               2,438,708        15.79%
</TABLE>
-------------------------
* Less than one percent.

(1)  Except as otherwise noted, and subject to community property laws where
     applicable, each person named in the table has sole voting and investment
     power with respect to all securities owned by such person.
(2)  Unless otherwise noted, the address of each person or entity listed is
     MegaMedia Networks, Inc., 57 West Pine Street, Orlando, Florida 32801. (3)
     Reflects the number of shares that could be purchased by the holder by
     exercise of options granted pursuant to stock option agreements dated
     January 5, 2000.
(4)  William A. Mobley, Jr. is a principal stockholder, officer and director of
     NextTraffic, Inc.
(5)  Includes (i) 500,000 shares of common stock owned by Mobley Investments
     Ltd., a limited partnership in which Mr. Mobley serves as Managing Member
     of the General Partner of the limited partnership, (ii) 1,000,000 shares of
     common stock owned by Mobley Family Ltd., a limited partnership in which
     Mr. Mobley serves as President of the General Partner of the limited
     partnership, and (iii) 486,511 shares of common stock which Mr. Mobley owns
     jointly with his spouse, Michelle M. Mobley. Excludes the 3,250,000 shares
     of common stock owned by NextTraffic, Inc., as Mr. Mobley disclaims
     beneficial ownership of such shares.
(6)  Represents shares of common stock deposited into an escrow account
     established by the Company and certain of its stockholders under which the
     stockholders who deposited the shares into escrow may reacquire the shares
     pursuant to options with an exercise price of $2.00 per share. The options
     expire on January 5, 2009 and are exercisable in full commencing on January
     5, 2000.

                                       1
<PAGE>

ITEM 1. EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

EXHIBIT                             DESCRIPTION

2.1       Agreement and Plan of Reorganization, dated October 6, 1999, among the
          Company, MegaMedia-Nevada and MegaMedia-Nevada stockholders. (1)

3.1       Articles of Incorporation of ACE Investments, Inc., a Utah
          corporation, filed March 26, 1985. (2)

3.2       By-Laws of the Company. (2)

3.3       Articles of Amendment to the Articles of Incorporation changing the
          Company's name to "Matlock Communications, Inc.," filed August 28,
          1986. (2)

3.4       Articles of Amendment to the Articles of Incorporation changing the
          Company's name to "Persimmon Corporation," filed June 28, 1989. (2)

3.5       Certificate of Incorporation of Amalgamated Entertainment, Inc., a
          Delaware corporation, filed December 20, 1991. (2)

3.6       Articles of Merger of Persimmon Corporation into Amalgamated
          Entertainment, Inc., filed January 29, 1992. (2)

3.7       Certificate of Amendment to the Company's Certificate of Incorporation
          with respect to a 30-1 reverse stock split, filed April 6, 1999. (2)

3.8       Certificate of Amendment to the Company's Certificate of Incorporation
          with respect to a 2.5-1 stock split, filed September 13, 1999. (3)

3.9       Certificate of Amendment to the Company's Certificate of Incorporation
          to change the Company's name to "MegaMedia Networks, Inc. filed
          November 29, 1999. (4)

4.1       Stock Option Agreement, dated June 24, 1999, between the Company and
          John Chambers, Jr. (4)

4.2       Stock Option Agreement, dated July 5, 1999, between the Company and
          Mark R. Dolan. (4)

4.3       Stock Option Agreement, dated January 5, 2000, between the Company and
          William A. Mobley. (4)

4.4       Stock Option Agreement, dated January 5, 2000, between the Company and
          Mark R. Dolan. (4)

10.1      Lease Agreement, dated June 14, 1999, between Kyung Park and Bang
          Park, landlords, and the Company. (4)

10.1.1    Addendum to Lease Agreement, dated October 6, 1999. (4)

10.2      Product Development Agreement, dated January 7, 2000, between the
          Company and Nextelligence, Inc. (4)

10.3      Internet Traffic Agreement dated January 7, 2000 between the Company
          and NextTraffic, Inc. the Company. (4)

                                       2

<PAGE>


10.4      Consulting Agreement, dated January 7, 2000, between the Company and
          William A. Mobley. (4)

10.5      Employment Agreement, dated June 24, 1999, between the Company and
          John Chambers, Jr. (4)

10.6      Escrow Agreement, dated as of December 29, 1999, among the Company,
          certain stockholders of the Company and Christopher P. Flannery, as
          escrow agent . (4)

10.7      Purchase and Sale of Assets Agreement, dated April 14, 2000, among
          City-Guide ISP, Inc., David Marshlack, Dan Marshlack, Bruce C. Hammil,
          Mark Dolan AND Titan Hosting, Inc. and the Company. (5) ---

10.8      Convertible Promissory Note, dated April 14, 2000, issued by Titan
          Hosting, Inc. in favor of City-Guide ISP, Inc. in the principal amount
          of $720,000. (5)

10.9      Security Agreement, dated April 14, 2000, between Titan Hosting, Inc.
          and City-Guide ISP, Inc. (5)

10.10     Unconditional Corporate Guaranty, dated April 14, 2000, executed by
          the Company. (5)

10.11     Subscription and Registration Rights Agreement, dated April 14, 2000,
          between the Company. and City-Guide ISP, Inc. (5)

21.1      List of Subsidiaries. (4)

27.1      Financial Data Schedule. (4)

-------------------------
(1)  Incorporated by reference and filed as an exhibit to the Company's Current
     Report on Form 8-K, filed with the Securities and Exchange Commission on
     October 26, 1999.
(2)  Incorporated by reference and filed as an exhibit to the Company's
     Registration Statement on Form 10SB, filed with the Securities and Exchange
     Commission on July 22, 1999.
(3)  Incorporated by reference and filed as an exhibit to the Company's
     Quarterly Report on Form 10QSB, filed with the Securities and Exchange
     Commission on October 12, 1999.
(4)  Incorporated by reference and filed as an Exhibit to the Company's Annual
     Report on Form 10-KSB, filed with the Securities and Exchange Commission on
     April 14, 2000.
(5)  Incorporated by reference and filed as an Exhibit to the Company's Report
     on Form 8-K, filed with the Securities and Exchange Commission on April 27,
     2000.

(b)      REPORTS ON FORM 8-K:

          (i) The Company filed a Current Report on Form 8-K on October 26, 1999
in connection with the Reorganization Agreement.

          (ii) The Company filed a Current Report on Form 8-K on April 27, 2000
in connection with the acquisition of certain assets of City-Guide ISP, Inc.

                                       3
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                    MEGAMEDIA NETWORKS, INC.



Date:  May 3, 2000            BY: /s/ DAVID A. GUST
                                  ------------------
                                  David A. Gust, Chief Executive Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

Date:  May 3, 2000            BY: /s/ WILLIAM A. MOBLEY
                                 ----------------------
                                  William A. Mobley, Chairman of the Board


Date:  May 3, 2000            BY: /s/ STEPHEN H. NOBLE, III
                                 --------------------------
                                  Stephen H. Noble, III, Chief Financial Officer
                                  (Principal Financial and Accounting Officer)


Date:  May 3, 2000            BY: /s/ MYRON E. TILLMAN
                                 ---------------------
                                  Hon. Myron E. Tillman, Director

                                      4
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                            DESCRIPTION

2.1       Agreement and Plan of Reorganization, dated October 6, 1999, among the
          Company, MegaMedia-Nevada and MegaMedia-Nevada stockholders. (1)

3.1       Articles of Incorporation of ACE Investments, Inc., a Utah
          corporation, filed March 26, 1985. (2)

3.2       By-Laws of the Company. (2)

3.3       Articles of Amendment to the Articles of Incorporation changing the
          Company's name to "Matlock Communications, Inc.," filed August 28,
          1986. (2)

3.4       Articles of Amendment to the Articles of Incorporation changing the
          Company's name to "Persimmon Corporation," filed June 28, 1989. (2)

3.5       Certificate of Incorporation of Amalgamated Entertainment, Inc., a
          Delaware corporation, filed December 20, 1991. (2)

3.6       Articles of Merger of Persimmon Corporation into Amalgamated
          Entertainment, Inc., filed January 29, 1992. (2)

3.7       Certificate of Amendment to the Company's Certificate of Incorporation
          with respect to a 30-1 reverse stock split, filed April 6, 1999. (2)

3.8       Certificate of Amendment to the Company's Certificate of Incorporation
          with respect to a 2.5-1 stock split, filed September 13, 1999. (3)

3.9       Certificate of Amendment to the Company's Certificate of Incorporation
          to change the Company's name to "MegaMedia Networks, Inc. filed
          November 29, 1999. (4)

4.1       Stock Option Agreement, dated June 24, 1999, between the Company and
          John Chambers, Jr. (4)

4.2       Stock Option Agreement, dated July 5, 1999, between the Company and
          Mark R. Dolan. (4)

4.3       Stock Option Agreement, dated January 5, 2000, between the Company and
          William A. Mobley. (4)

4.4       Stock Option Agreement, dated January 5, 2000, between the Company and
          Mark R. Dolan. (4)

10.1      Lease Agreement, dated June 14, 1999, between Kyung Park and Bang
          Park, landlords, and the Company. (4)

10.1.1    Addendum to Lease Agreement, dated October 6, 1999. (4)

10.2      Product Development Agreement, dated January 7, 2000, between the
          Company and Nextelligence, Inc. (4)

10.3      Internet Traffic Agreement dated January 7, 2000 between the Company
          and NextTraffic, Inc. the Company. (4)

10.4      Consulting Agreement, dated January 7, 2000, between the Company and
          William A. Mobley. (4)


<PAGE>

10.5      Employment Agreement, dated June 24, 1999, between the Company and
          John Chambers, Jr. (4)

10.6      Escrow Agreement, dated as of December 29, 1999, among the Company,
          certain stockholders of the Company and Christopher P. Flannery, as
          escrow agent . (4)

10.7      Purchase and Sale of Assets Agreement, dated April 14, 2000, among
          City-Guide ISP, Inc., David Marshlack, Dan Marshlack, Bruce C. Hammil,
          Mark Dolan AND Titan Hosting, Inc. and the Company. (5) ---

10.8      Convertible Promissory Note, dated April 14, 2000, issued by Titan
          Hosting, Inc. in favor of City-Guide ISP, Inc. in the principal amount
          of $720,000. (5)

10.9      Security Agreement, dated April 14, 2000, between Titan Hosting, Inc.
          and City-Guide ISP, Inc. (5)

10.10     Unconditional Corporate Guaranty, dated April 14, 2000, executed by
          the Company. (5)

10.11     Subscription and Registration Rights Agreement, dated April 14, 2000,
          between the Company and City-Guide ISP, Inc. (5)

21.1      List of Subsidiaries. (4)

27.1      Financial Data Schedule. (4)

-------------------------
(1)  Incorporated by reference and filed as an exhibit to the Company's Current
     Report on Form 8-K, filed with the Securities and Exchange Commission on
     October 26, 1999.
(2)  Incorporated by reference and filed as an exhibit to the Company's
     Registration Statement on Form 10SB, filed with the Securities and Exchange
     Commission on July 22, 1999.
(3)  Incorporated by reference and filed as an exhibit to the Company's
     Quarterly Report on Form 10QSB, filed with the Securities and Exchange
     Commission on October 12, 1999.
(4)  Incorporated by reference and filed as an Exhibit to the Company's Annual
     Report on Form 10-KSB, filed with the Securities and Exchange Commission on
     April 14, 2000.
(5)  Incorporated by reference and filed as an Exhibit to the Company's Report
     on Form 8-K, filed with the Securities and Exchange Commission on April 27,
     2000.