<PAGE>
<PAGE>

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB
(MARK ONE)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-23462

                         ASIA MEDIA COMMUNICATIONS, LTD.
             (Exact name of registrant as specified in its charter)

             NEVADA                                           88-0207089
  (State or other jurisdiction                              (IRS employer
of incorporation or organization)                        Identification No.)

                           712 FIFTH AVENUE, 7TH FLOOR
                               NEW YORK, NY 10019

                    (Address of principal executive offices)

                                 (212) 582-3400
               Registrant's telephone number, including area code

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS:                   NAME OF EACH EXCHANGE ON WHICH REGISTERED
--------------------                   -----------------------------------------
    common stock                                         None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                  common stock
                                (Title of Class)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B contained in this form, and no disclosure will 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. [X]

         State issuer's revenues for its most recent fiscal year: issuer was
inactive during its most recent fiscal year.

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.) $76,341,057 as of March 15, 1999.


                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

Yes   X        No
    -----         -----

<PAGE>
<PAGE>


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of March 15 1999: 9,495,356 shares of common stock, par
value $.01 per share.


         Transitional Small Business Disclosure Format (check one):

Yes           No   X
    -----        -----

                       DOCUMENTS INCORPORATED BY REFERENCE

Part III-Certain exhibits                   Included in prior filings made 
Listed in response to Item 13(a)            under the Exchange Act.

================================================================================












                                       2

<PAGE>
<PAGE>


                                     PART I

ITEM 1.  BUSINESS

         Asia Media Communications, Ltd. (the "Registrant" or the "Company") was
incorporated under the laws of the State of Nevada on February 20, 1985 under
the name Sperzel-NV Inc. On May 21, 1992, the Company filed a petition for
relief under Chapter 11 of the Federal bankruptcy laws in the United States
Bankruptcy Court for the District of Nevada. On January 31, 1994, the Company's
reorganization plan was confirmed by the Bankruptcy Court. Pursuant thereto, the
Company purchased the net assets of Asia Media Communications Ltd., which
consisted primarily of a video library that was intended to be distributed in
the Far East, and changed its name to reflect such acquisition. The video
library proved commercially unexploitable and during calendar 1995 and until
March, 1996 the Company's principal activity consisted of seeking opportunities
in other business ventures.

         On March 18, 1996, the Company completed a merger (the "Merger") with
Kremlyovskaya Group, Inc., a privately held Delaware corporation ("KGI"). KGI,
through a wholly owned subsidiary in Belgium, was a distributor of vodka and
other products in foreign markets, primarily Russia. In August 1996, the Company
and the former shareholders of KGI, by mutual consent, rescinded the Merger as
of the effective date thereof.

         On October 30, 1996, certain shareholders of the Company entered into a
stock purchase agreement with D-Vine Investment Partners, a Delaware general
partnership between Edward Tobin and Christopher F. Brown (the "Partnership"),
pursuant to which the Partnership purchased an aggregate of 3,656,667 shares of
the Company's common stock (the "Purchased Shares"), representing approximately
76.4% of the Company's total issued and outstanding capital stock on such date.
The purchase price for the Purchased Shares was $150,000 (approximately $.04 per
share). Immediately following such transaction, the Company entered into a
Consulting Agreement with Ian Rice, the former Chairman of the Company and the
sole shareholder of one of the selling shareholders, pursuant to which Mr. Rice
agreed to assist the Company for a period of 90 days in identifying and locating
suitable acquisitions for the Company. In consideration of such services, the
Company issued to Mr. Rice an aggregate of 750,000 shares of the Company's
common stock.

         On December 31, 1996, the Company, through its wholly owned subsidiary,
AMC International Holdings Ltd., a British Virgin Islands corporation ("AMC
Holdings"), purchased from IPC Corporation, Ltd., a Singaporean corporation (the
"Vendor"), effective as of January 1, 1996, all of the issued and outstanding
capital stock of IPC Corporation (Australia) Pty Ltd., an Australian corporation
("IPC Australia"). The consideration paid was $1.00 in cash plus the issuance to
the Vendor of 25 preference shares of AMC Holdings (the "Preference Shares"),
each having a stated value of $1,000,000 (the "Stated Value"). The Preference
Shares are exchangeable at any time and from time to time at the option of the
holder into shares of the Company's common stock, on the basis of one share of
common stock for each $2.00 of the Stated Value of each Preference Share or part
thereof so exchanged (subject to adjustment under certain circumstances,
including stock splits and recapitalizations). The Preference Shares are also
redeemable at any time and from time to time at the option of the Company upon
payment of the Stated Value of each Preference Share or part thereof so
redeemed. In addition, the Vendor assigned to AMC Holdings all of the
indebtedness of IPC Australia to the Vendor which was approximately $25,000,000.
In order to effect the exchange of the Preference Shares for shares of the
Company's common stock, the Company granted an option to AMC Holdings to
acquire, for no consideration, such number of shares of its common stock as may
be required to effect the exchange of all of the Preference Shares. In April
1997, the Company and the Vendor executed an agreement pursuant to which the
Vendor agreed, subject to certain






                                     3


<PAGE>
<PAGE>


terms and conditions, never to exercise its rights, as holder, to exchange the
Preference Shares for shares of the Company's common stock. The Company is
uncertain whether such agreement would be binding upon an innocent purchaser for
value of the Preference Shares.

         On August 1, 1997, the Company sold a warrant to purchase 1,000,000
shares of its common stock (the "Warrant") to Ocean Strategic Holdings, Limited,
an unrelated third party ("OSHL"), for $50,000 in cash. The exercise price of
the Warrant is $.01 per share, provided that both the exercise price per share
and the number of shares issuable upon exercise of the Warrant are subject to
adjustment upon the happening of certain events, except for a reverse stock
split in which case no adjustment is to be made. The Warrant is exercisable at
any time and from time to time on and after August 1, 1998 until August 1, 2001.

         On September 1, 1997, the Company sold, for nominal cash consideration,
all of the capital stock of AMC Holdings to an unrelated party effective as of
December 31, 1996, the date of the acquisition of the capital stock of IPC
Australia. The purchaser assumed all of the Company's obligations under the
agreement pursuant to which AMC Holdings acquired the capital stock of IPC
Australia. The effect of the foregoing transaction was to completely negate the
acquisition of IPC Australia, except with respect to the possible exchange of
the Preference Shares. However, as a result of the one for 100 reverse split of
the Company's outstanding common stock effected on February 23, 1999, as
discussed below, the Preference Shares on and after such date will be
exchangeable into 125,000 shares of the Company's common stock (subject to
further adjustment under certain circumstances).

         Following the sale of the capital stock of AMC Holdings, the Company's
principal activity was to seek opportunities in other business ventures.

         On February 23, 1999, the Company effected a one for 100 reverse split
of its outstanding common stock so that each 100 shares of common stock issued
and outstanding on such date was deemed to be one share of common stock (the
"Reverse Split"). No change was effected in the par value of each share of
common stock as a result of the Reverse Split. Except as indicated, all
historical share and per share data herein has not been adjusted to reflect the
reverse split.

         On February 24, 1999, the Company acquired 100% of the issued and
outstanding capital stock of TecnoChannel Sdn. Bhd., a privately held Malaysian
corporation ("TSB"), in exchange for the issuance of an aggregate of 8,500,000
shares of common stock. In connection with such acquisition, the Company issued
an aggregate of 440,000 shares of its common stock to GEM Ltd. for its services
as financial advisor to the Company.

         TSB, which was formed in April 1997 and operates under the trade name
"My Web," has developed with Philips Consumer Electronics ("Philips") set-top
boxes that enable Internet access via the television set. The boxes are marketed
and sold by Philips and include software developed by TBS and Sun Microsystems.
Approximately 15,000 of the boxes are installed in Malaysia and Singapore. In
addition, TSB has developed and provides enabling technologies to manufacturers
and Internet service providers serving non-personal computer devices (such as
the set-top boxes) to enhance the functionalities of such devices. TSB also
operates the My Web Online Service which is an Internet portal providing
interactive applications, such as e-commerce, to both personal computer users
and set-top box users.

         On February 25, 1999, OSHL exercised its rights under the Warrant to
purchase 500,000 shares of common stock.


                                       4

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<PAGE>


ITEM 2.  PROPERTIES

         The Company does not own or lease any real property. The Company
presently operates from offices on a rent-free basis utilized by the Chairman.

ITEM 3.  LEGAL PROCEEDINGS

         None.

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

         None.


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) (1)  Market Information

         Until February 24, 1999, the Company was inactive. Although its common
stock was included for quotation on the OTC Bulletin Board under the symbol
"ASMC" during fiscal 1997 and 1998, there was essentially no trading in the
common stock during that period. From February 23, 1999 until March 23, 1999,
the Company's common stock traded on the OTC Bulletin Board under the symbol
"ASMC(D)" to reflect the Reverse Split. On March 15, 1999, the closing bid price
of the common stock on the OTC Bulletin Board was $13.00.

(b)      Holders

         As of March 15, 1999, there were approximately 180 holders of record of
the Company's common stock.

(c)      Dividends

         The Company did not declare any cash dividends on its common stock
during the most recent two fiscal years. It is the present policy of the Company
not to pay cash dividends on the common stock but to retain earnings, if any, to
fund growth and expansion. Any payment on cash dividends on the common stock in
the future will be dependent upon the company's financial condition, results of
operations, current and anticipated cash requirements, plans for expansion, as
well as other factors that the Board of Directors deems relevant.

(d)      Recent Sales of Unregistered Securities

         No securities that were not registered under the Securities Act of
1933, as amended (the "Act"), have been issued or sold by the Company during the
past three years, except as described below.

         1. On March 18, 1996, the Company issued an aggregate of 89,125,000
shares of its common stock to 14 parties in connection with the merger of
Kremlyovskaya Group, Inc. with and into a wholly owned


                                       5

<PAGE>
<PAGE>


subsidiary of the Company. All of such parties were sophisticated investors and
the shares were offered and sold in reliance upon the exemption provided by
Section 4(2) of the Act. On August 15, 1996, the merger was rescinded and all of
the shares were returned to the Company.

         2. On December 26, 1996, the Company granted an option for no
consideration to its wholly owned subsidiary, AMC International Holdings, Ltd.
("AMC Holdings"), to acquire, for no consideration, such number of shares of the
Company's common stock as may be required to effect the exchange of preference
shares to be issued to AMC Holdings. On December 31, 1996, AMC Holdings issued
25 preference shares to IPC Corporation, a publicly traded company in Singapore,
in connection with the acquisition of a wholly owned subsidiary of IPC
Corporation. The option was granted in reliance upon the exemption provided in
Section 4 (2) of the Act.

         3. On August 1, 1997, the Company sold a warrant to purchase 1,000,000
shares of its common stock (the "Warrant") to Ocean Strategic Holdings, Limited,
a Guernsey corporation, for $50,000 in cash. The exercise price of the Warrant
is $.01 per share, provided that both the exercise price per share and the
number of shares issuable upon exercise of the Warrant are subject to adjustment
upon the happening of certain events, except for a reverse stock split in which
case no adjustment is to be made. The Warrant is exercisable at any time and
from time to time on and after August 1, 1998 until August 1, 2001. The Warrant
was offered and sold in reliance upon the exemption provided in Regulation S.

         4. On February 24, 1999, the Company issued an aggregate of 8,500,000
shares of common stock to 20 parties in connection with the acquisition of 100%
of the capital stock of TecnoChannel Bhd. Sdn., a Malaysian corporation. On such
date the Company also issued an aggregate of 440,000 shares of common stock to
GEM Ltd. in consideration of their services as financial advisor to the Company
with regard to the acquisition. All of the former shareholders of TecnoChannel
and GEM are accredited investors and the shares were issued in reliance upon the
exemption provided in Section 4 (2) of the Act and Regulation D promulgated
thereunder.

         5. On February 25, 1999, Ocean Strategic Holdings, Limited exercised
its rights under the Warrant to purchase an aggregate of 500,000 shares of
common stock at an exercise price of $.01 per share. The shares issued upon
exercise of the Warrant were issued pursuant to the exemption provided in
Regulation S.

ITEM 6.  PLAN OF OPERATION

         From September 1, 1997 until February 24, 1999, the Company was
inactive and its business plan during that period was primarily to seek one or
more potential businesses which, in the opinion of management, warranted the
Company's involvement. On February 24, 1999, the Company acquired 100% of the
capital stock of TecnoChannel Bhd, Sdn., a private Malaysian corporation.
Management currently intends to devote substantially all of its time and
resources to the business of TecnoChannel.

ITEM 7.  FINANCIAL STATEMENTS

         The following financial statements of Asia Media Communications, Ltd.
are included in Item 7.

         Balance Sheet at December 31, 1998.

         Statements of Operations for the Years Ended December 31, 1998 and
1997.


                                       6

<PAGE>
<PAGE>


         Statements of Stockholders' Equity for the Years ended December 31,
1998 and 1997.

         Statements of Cash Flows for the Years ended December 31, 1998 and 1997

         Notes to Financial Statements









                                       7



<PAGE>
<PAGE>


                           INDEPENDENT AUDITORS REPORT



To the Board of Directors
Asia Media Communications, Ltd.
New York, New York

We have audited the accompanying balance sheet of Asia Media Communications,
Ltd. (a corporation), as of December 31, 1998 and the related statements of
operations, stockholders' equity and cash flows for the years ended December 31,
1998 and 1997. These financial statements are the responsibility of management.
Our responsibility is to express an opinion of these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit and the report of other auditors provide a reasonable
basis for our opinion.

In our opinion, based on our audit, the financial statements referred to above
present fairly, in all material respects, the financial position of Asia Media
Communications, Ltd., as of December 31, 1998 and the results of its operations
and its cash flows for the years ended December 31, 1998 and 1997 in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 6, the Company has no
substantial assets and it is uncertain, as of December 31, 1998, whether the
Company will be able to pay its liabilities in the normal course of the
business. The accompanying financial statements do not include any adjustments
to reflect the possible


                                       8



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<PAGE>


future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.



                                       Wlosek & Braverman, L.L.C.
                                       Certified Public Accountants



March 29, 1999
Clifton, New Jersey


                                       9

<PAGE>
<PAGE>


                         ASIA MEDIA COMMUNICATIONS, LTD.
                                  BALANCE SHEET
                                DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                   <C>
Current Assets:

   Cash                                                               $  10,848
                                                                      ---------

      Total Assets                                                    $  10,848
                                                                      =========



                 LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY

Current Liabilities:

   Accounts payable                                                   $  10,848
                                                                      ---------

Commitments and Contingencies (Notes 8 & 9)

Deficit in Stockholders' Equity:

   Common stock, $.01 par value, 100,000,000
     shares authorized; 5,535,586 shares issued
     and outstanding                                                     55,356
   Additional paid-in capital                                           798,825
   Deficit in retained earnings                                        (120,460)
                                                                      ---------
                                                                        733,721
   Less:    Treasury stock (Note 4)                                    (733,721)
                                                                      ---------
      Total Deficit in Stockholders' Equity                              --
                                                                      ---------

          Total Liabilities and Deficit in Stockholders' Equity       $  10,848
                                                                      =========
</TABLE>


The accompanying notes are an integral part of these financial statements.




                                       10



<PAGE>
<PAGE>


                         ASIA MEDIA COMMUNICATIONS, LTD.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                         For the Years Ended
                                                                            December 31,

                                                                        1998           1997
                                                                      ---------      ---------
<S>                                                                   <C>            <C>
Revenues                                                              $    --        $   --
                                                                      ---------      ---------

Costs and Expenses:

     Cost of Sales                                                         --            --

     Selling, general and administrative expenses:
         Legal and other fees                                            27,954          --
         Other expenses                                                   7,598          --
                                                                      ---------      ---------

         Total Costs and Expenses                                        35,552          --
                                                                      ---------      ---------

Loss before Income Tax Benefit                                          (35,552)         --

Income Tax (Benefit)
     Current                                                             (5,333)         --
     Deferred                                                             5,333          --   
                                                                      ---------      ---------

         Total Income Tax (Benefit)                                       --             --
                                                                      ---------      ---------

Net Loss                                                              $ (35,552)     $   --
                                                                      =========      =========

Income (Loss) Per Common Share                                        $   (0.01)     $    0.00
                                                                      =========      =========

Average weighted number of common
     shares outstanding                                               5,535,586      5,465,919
                                                                      =========      =========
</TABLE>


The accompanying notes are an integral part of these financial statements


                                       11

<PAGE>
<PAGE>


                         ASIA MEDIA COMMUNICATIONS, LTD.
                  STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                         Retained
                                                            Additional    Earnings                   Total
                                      Number       Common     Paid-in   (Accumulated   Treasury   Stockholders'
                                     Of Shares     Stock      Capital     Deficit)       Stock       Equity
                                     ---------   ---------  ----------  -----------   ----------  -------------
<S>                                  <C>         <C>         <C>         <C>          <C>          <C>
Balances, January 1, 1997            5,535,586   $  55,356   $ 748,825   $ (84,908)   $(733,721)   $ (14,448)

     Sale of common stock purchase
      warrant                             --          --        50,000        --           --         50,000

     Net Income                           --          --          --          --           --           --
                                     ---------   ---------   ---------   ---------    ---------    ---------

Balances, December 31, 1997          5,535,586   $  55,356   $ 798,825   $ (84,908)   $(733,721)   $  35,552

     Net Loss, year ended
      December 31, 1998                   --          --          --       (35,552)        --        (35,552)
                                     ---------   ---------   ---------   ---------    ---------    ---------

Balances, December 31, 1998          5,535,586   $  55,356   $ 798,825   $(120,460)   $(733,721)   $    --
                                     =========   =========   =========   =========    =========    =========
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       12

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                         ASIA MEDIA COMMUNICATIONS, LTD.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                     For the Years Ended
                                                        December 31,
                                                      1998        1997
                                                    --------    --------
<S>                                                 <C>         <C>
Net Loss                                            $(35,552)   $   --   
                                                    --------    --------

Adjustments to reconcile net loss to net cash
   provided by operating activities:

     Shareholder debt forgiveness                    (14,448)       --

     Changes in assets and liabilities:

     Increase in accounts payable                     10,848        --
     Decrease in advances from stockholder              --          --
                                                    --------    --------

         Total Adjustments                            (3,600)       --
                                                    --------    --------

Net Cash used in Operating Activities                (39,152)       --
                                                    --------    --------

Cash Flows from Financing Activities:

     Sale of common stock purchase warrant              --        50,000
                                                    --------    --------

Net (decrease) increase in cash and cash
     equivalents                                     (39,152)     50,000

Cash and cash equivalents, beginning                  50,000        --
                                                    --------    --------

Cash and cash equivalents, end                      $ 10,848    $ 50,000
                                                    ========    ========
</TABLE>


DISCLOSURE OF ACCOUNTING POLICY

     For purposes of the statement of cash flows, the Company considers all
short-term investments with an original maturity of three months or less to be
cash equivalents.

The accompanying notes are an integral part of these financial statements.


                                       13

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<PAGE>


                         ASIA MEDIA COMMUNICATIONS, LTD.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation:

         The accompanying balance sheet includes the accounts of Asia Media
         Communications, Ltd., a corporation purchased by Sperzel-NV, Inc. on
         January 31, 1994. On the same date, Sperzel-NV, Inc. changed its name
         to Asia Media Communications, Ltd. As Asia Media Communications, Ltd.,
         the Company had attempted to acquire the licensing rights for
         distribution of videos in the Far East. However, the acquisition was
         never completed and the Company is seeking opportunities in other
         business ventures. The Company also had acquisition and merger
         agreements relating to the distribution of vodka and other products,
         primarily in Russia as well as an Australian company which distributes
         computer equipment in the Far East. All acquisition and merger
         agreements were effectively rescinded as of their respective effective
         dates, and accordingly, no transactions related thereto are included in
         the accompanying financial data.

         Income taxes:

         The Company has adopted the Statement of Financial Accounting Standard
         No. 109 (FAS 109), Accounting for Income Taxes, from its inception. FAS
         109 requires an asset and liability approach that recognizes deferred
         tax assets and liabilities for the expected future tax consequences of
         events that have been recognized in the Company's financial statements
         or tax returns. In estimating future tax consequences, FAS 109
         generally considers all expected future events other than enactments of
         changes in the tax law or rates.

         Business activity:

         The Company, a Nevada corporation, with its administrative office now
         located in New York, was incorporated on February 20, 1985. At December
         31, 1998, the Company had no operations, and was actively attempting to
         acquire a business operation, or obtain one through merger with a
         privately-held company seeking public status, (see Note 10).


                                       14

<PAGE>
<PAGE>


                         ASIA MEDIA COMMUNICATIONS, LTD.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

         Income (Loss) per Share:

         The computation of income (loss) per share of common stock is based on
         the weighted average number of shares outstanding during the periods
         presented.

         Use of Estimates:

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires the Company to make estimates
         and assumptions that affect (1) the reported amounts of assets and
         liabilities, (2) disclosure of contingent assets and liabilities at the
         date of the financial statements, and (3) reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

NOTE 2   REORGANIZATION

         On January 31, 1994, the Company's reorganization plan was confirmed by
         the United States Bankruptcy Court, District of Nevada. Pursuant
         thereto, the Company acquired Asia Media Communications, Ltd. and
         changed its name accordingly. The Company accounted for its
         reorganization using "fresh start" reporting, thereby restating assets
         and liabilities at reorganizing values, which approximates fair market
         at the reorganization date. The Asia Media Communications, Ltd. balance
         sheet as of January 31, 1994, (date of reorganization) follows: Assets

<TABLE>
<S>                                                                  <C>
         Current Assets
            Cash                                                     $ 6,445

         Property and equipment:
             Assets held for disposal                                    501

         Other Assets
             Deposits                                                  5,900
                                                                     -------
                                                                     $12,846
                                                                     =======
</TABLE>


                                       15

<PAGE>
<PAGE>


                         ASIA MEDIA COMMUNICATIONS, LTD.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2:  REORGANIZATION - Continued

         Asia Media Communications, Ltd. balance sheet as of January 31, 1994
         (date of reorganization) - Continued:

                 Liabilities and Stockholders' Equity (Deficit)
                 ----------------------------------------------
<TABLE>
<S>                                                       <C>
         Current Liabilities:
             Accounts payable                             $  6,443
             Accrued liabilities                            25,500
             Advances from Stockholders                     17,943
                                                          --------
                 Total Current Liabilities                  49,886
                                                          --------
         Stockholders' Equity (Deficit):
             Common stock                                  160,132
             Additional paid-in capital                    536,549
             Retained earnings                                --
                                                          --------
                                                           696,681
             Less: Treasury stock                          733,721
                                                          --------
                 Total Stockholders' Equity (Deficit)      (37,040)
                                                          --------
                                                          $ 12,846
                                                          ========

</TABLE>

NOTE 3:  ADVANCES FROM STOCKHOLDERS

         During 1996, a new shareholder paid accounts payable aggregating
         $14,448 on behalf of the Company. The payments were substantially for
         professional fees rendered. The indebtedness was non-interest bearing
         and had no specific repayment terms. In 1998, the shareholder forgave
         the indebtedness, (see Note 7), and the balance was credited to
         professional fee cost.


NOTE 4:  TREASURY STOCK

         Treasury stock is shown at cost and consists of 771,290 shares of
         common stock. The shares held in the treasury were adjusted for the
         effects of a reverse 1 to 10 stock split.


                                       16

<PAGE>
<PAGE>


                         ASIA MEDIA COMMUNICATIONS, LTD.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5:  INCOME TAXES

         Since the Company has not generated any taxable income since its
         emergence from bankruptcy, no provision for income tax has been made.

         Temporary differences giving rise to the deferred tax asset consist of
         potential net operating loss carryforwards for both financial and tax
         reporting purposes. However, Statement of Financial Accounting Standard
         No. 109, Accounting for Income Taxes, allows the establishment of a
         valuation allowance to offset any deferred tax asset that may result
         from the recording of potential future net operating loss
         carryforwards. Since it is unclear at this time whether any income tax
         benefit will be realized in the future for the recognition of the
         Company's net operating loss carryforward, an allowance was establish
         to reduce the deferred tax asset as follows:

<TABLE>
<CAPTION>
                                                           1998        1997
                                                         --------    --------
<S>                                                      <C>         <C>
         Deferred tax asset for future benefits
          of net operating loss carryforward             $ 34,053    $ 28,720

         Less: valuation allowance to
          recognize possible non-realization
          of net operating loss carryforward              (34,053)    (28,720)
                                                         --------    --------
                                                         $   --      $   --
                                                         ========    ========
</TABLE>


         The following temporary differences gave rise to the deferred tax
         assets at December 31:

<TABLE>
<CAPTION>
                                                          For the Year Ended
                                                              December 31
                                                           1998         1997
                                                         --------    ---------
<S>                                                      <C>         <C>
         Tax benefit of net operating loss
           carryforward                                  $ 34,053    $ 28,720

         Valuation allowance for judgement
           of realizability of net operating loss
           carryforward in future years                  $(34,053)   $(28,720)
</TABLE>


                                       17

<PAGE>
<PAGE>


                         ASIA MEDIA COMMUNICATIONS, LTD.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5:  INCOME TAXES - Continued

         A reconciliation of income tax expenses at the statutory rate to the
         Company's effective rate is as follows:

<TABLE>
<CAPTION>
                                                          For the Year Ended
                                                              December 31
                                                            1998       1997
                                                         --------    --------
<S>                                                      <C>         <C>
         Computed at the expected
           statutory rate                                    --          --

         Less:   Tax benefit, current                        --          --
                                                         --------    --------

         Income tax expense computed
           At effective rate                             $   --      $   --
                                                         ========    ========
</TABLE>

         The Company can carry forward its $189,689 net operating loss as
         follows:

<TABLE>
<CAPTION>
         Year of
         Expiration
         ----------
<S>                                                      <C>
         2007                                            $106,561
         2008                                              71,048
         2009                                              12,080
                                                         --------
                   Total                                 $189,689
                                                         ========
</TABLE>


NOTE 6:  GOING CONCERN CONTINGENCY

         The Company reported losses from January 31, 1994, (date of
         reorganization), through 1996. There was no operating activity in 1997.
         In 1997, the Company sold a warrant for $50,000, (see Note 9), in order
         to generate cash for operations; however, the Company reported a loss
         of $35,552 in 1998 and the Company's ability to continue as a going
         concern will depend upon management's acquiring profitable operations
         and the ability to develop a sufficient cash flow to meet its
         obligations as they become due.


                                       18

<PAGE>
<PAGE>


                         ASIA MEDIA COMMUNICATIONS, LTD.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 7:  RELATED PARTY TRANSACTIONS

         The Company presently operates from offices on a rent-free basis
         utilized by the chairman and director. Actual space utilization is
         deminimus in nature and is non-reimbursable. There are no pending lease
         arrangements at the present time. In addition, the Company received a
         debt forgiveness on prior working capital advances of $14,448. The debt
         reduction was credited to operating expenses in the current period.


NOTE 8:  CERTAIN TRANSACTIONS

         Acquisition of K.G.I.:

         In March 1996, the Company acquired Kremlyovskaya Group, Inc.,
         (K.G.I.), a privately-held Delaware corporation. K.G.I., through a
         wholly owned subsidiary in Belgium, distributes vodka and other product
         in foreign markets, primarily Russia. Subsequent thereto, the Company
         and K.G. I., by mutual consent, rescinded the merger acquisition as of
         the acquisition date in 1996. Accordingly, the accompanying financial
         statements report no transaction relative thereto, except the
         cancellation of the shareholder indebtedness, (see Note 3).

         Acquisition I.P.C. Australia:

         On December 31, 1996, (the "Effective Date"), the Company, through its
         newly formed, wholly owned subsidiary, AMC International Holdings Ltd.,
         a British Virgin Islands corporation, ("AMC Holdings"), purchased from
         I.P.C. Corporation, Ltd., a Singaporean corporation (the "Vendor"),
         effective as of January 1, 1996, all of the issued and outstanding
         capital stock of I.P.C. Corporation (Australia) Pty Ltd., an Australian
         corporation ("IPC Australia"). The consideration paid was $1.00 in cash
         plus the issuance to I.P.C. of 25 preference shares of AMC Holdings
         (the "Preference Shares"), each having a stated value of $1,000,000,
         (the "Stated Value"). The Preference Shares are exchangeable at any
         time and from time to time at the option of the holder into shares of
         the Company's common stock, par value $.01 per share, (the "Common
         Stock"), on the basis of one share of Common Stock for each $2.00 of
         the Stated Value of each share or part thereof of a Preference Share so
         exchanged (subject to adjustment under certain circumstances including
         stock splits and recapitalizations). The Preference Shares are also
         redeemable at any time and from time to time at the option of the
         Company upon payment of the Stated Value of each Preference Share or
         part thereof so redeemed. In addition, I.P.C. assigned to AMC Holdings
         all of the indebtedness of I.P.C. Australia to I.P.C. which on the
         Effective Date was approximately $25,000,000.


                                       19

<PAGE>
<PAGE>


                         ASIA MEDIA COMMUNICATIONS, LTD.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 8:  CERTAIN TRANSACTIONS - Continued

         Acquisition I.P.C. Australia - continued:

         The Company granted an option to AMC Holdings in order to effect the
         exchange of Preference Shares for common shares as described above. In
         1997, the Company and I.P.C. Corporation, Ltd. executed an agreement
         that, subject to certain terms and conditions, I.P.C. agreed never to
         exercise the option to exchange the Preference Shares pursuant to the
         option agreement. Management is presently uncertain as to the legal
         binding effect of the forbearance agreement upon an innocent purchaser
         for value and, accordingly, reports the contingent commitment to honor
         this option agreement, (See Note 9).

         On September 1, 1997, the Company sold, for nominal cash, the capital
         stock of AMC Holdings effective December 31, 1996 (date of
         acquisition). The effect of this sale transaction, (which carried the
         same terms and conditions as the purchase agreement of the same date),
         was to completely negate the acquisition of I.P.C. Australia
         effectively creating a rescinded purchase. The Company was thereby
         restored to its same condition prior to the I.P.C. Australia purchase,
         with the exception of the contingent obligations.


NOTE 9:  COMMITMENTS AND CONTINGENCIES

         Option Agreement:

         Pursuant to the I.P.C. Australia acquisition described in Note 8, the
         Company granted its newly formed subsidiary, AMC Holdings, an option to
         acquire 12,500,000 shares of the Company's common stock (subject to
         adjustment in the event of stock splits, recapitalizations, etc.) in
         order to effect the exchange provision related to the preference
         shares. Further, as described in Note 8, the agreement of forbearance
         with respect to the option may not be binding upon a purchaser for
         value. Accordingly, the Company may be forced to issue 12,500,000
         shares of its common stock (subject to adjustment) to such a purchaser
         and are thereby reserved. The reverse split of the Company's
         outstanding stock effected February 23, 1999, reduced this contingency
         to 125,000 shares of common stock. (See Note 10).

         Sale of Warrant:

         In August 1997, the Company sold a warrant to purchase 1,000,000 shares
         of its common stock to Ocean Strategic Holdings, Limited, (holder), at
         an exercise price of $.01 per share. The Company received $50,000 as
         consideration for the warrant. Under the terms of the warrant, the
         holder's share rights may be adjusted to reflect certain capital
         transactions that the Company may establish; however, in the event of a
         stock split, the exercise price and number of shares shall not be
         adjusted. The warrant is exercisable as of August 1, 1998 and expires
         August 1, 2001. As of December 31, 1998, no shares had been issued
         pursuant to the warrant and the Company had reserved 1,000,000 shares
         of its common stock. In February,


                                       20

<PAGE>
<PAGE>


         1999, the holder exercised a purchase of 500,000 shares under the
         warrant, at the exercise price of $.01 or an aggregate of $5,000.
         Accordingly, the Company currently has 500,000 common shares reserved.


NOTE 10: SUBSEQUENT EVENTS

         On February 23, 1999, the Company effected a one for 100 reverse split
         of its outstanding common stock. No adjustment has been made in the
         accompanying financial statements and the notes thereto to reflect such
         reverse split.

         On February 24, 1999, the Company acquired 100% of the issued and
         outstanding capital stock of of TecnoChannel Sdn BHd, a Malaysian
         Corporation, ("TSB"), in exchange for an aggregate of 8,500,000 shares
         of common stock. In connection with such acquisition, the Company
         issued an aggregate of 440,000 shares of its common stock to GEM Ltd.
         for its services as financial advisor to the Company.

         TecnoChannel, which was formed in April, 1997 and operates under the
         trade name, "My Web", has developed with Philips Consumer Electronics
         set-top boxes that enable Internet access via the television set. The
         boxes are marketed and sold by Philips and include software developed
         by TecnoChannel and Sun Microsystems. Approximately 15,000 of the boxes
         are installed in Malaysia and Singapore. In addition, TecnoChannel has
         developed and provides enabling technologies to manufacturers and
         Internet service providers serving non-personal computer devices, (such
         as the set-top boxes), to enhance the functionalities of such devices.
         TecnoChannel also operates the My Web Online Service which is an
         Internet portal providing interactive applications, such as e-commerce,
         to both personal computer users and set-top box users.


                                       21

<PAGE>
<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

        On December 23,1998, the Company dismissed Albright, Persing &
Associates, Ltd. ("APA"), its independent accountants that had audited the
Company's financial statements for the for the year ended December 31, 1995 and
the 11 month period ended December 31, 1994. The report of APA on the Company's
financial statements for each of such periods did not contain an adverse opinion
or a disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles, except that it expressed an uncertainty
as to the Company's ability to continue as a going concern. The dismissal of APA
was approved by the Company's Board of Directors. During the year ended December
31, 1995 and the 11 month period ended December 31, 1994 and during the interim
period preceding the dismissal of APA, there were no disagreements with APA on
any matter of accounting principles or practice, financial statement disclosure,
or auditing scope or procedure. No "reportable events" within the meaning of
Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Exchange
Act of 1934, occurred during either the year ended December 31, 1995 or the 11
month period ended December 31, 1994 or during the interim period preceding the
dismissal of APA.

        On December 24, 1998, the Company engaged Wlosek & Braverman L.L.C. as
the principal accountant to audit the Company's financial statements for its
fiscal year ended December 31, 1996.


                                       22

<PAGE>
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
Name and Address                         Age            Capacities
----------------                         ---            ----------
<S>                                      <C>            <C>
Edward Tobin                             42             Director, Chairman and Secretary(1)
712 Fifth Avenue
New York, NY 10019

Christopher F. Brown                     37             Director(2)
712 Fifth Avenue, 7th Floor
New York, NY 10019

Thomas Tuttle                            32             Director(2)
712 Fifth Avenue, 7th Floor
New York, NY 10019

Victor Ng                                51             Director(3)
Incubator 2, Lot 63
Technology Park Malaysia
57000 Kuala Lumpur

T. S. Wong                               28             Director, President, Chief Operating
Incubator 2, Lot 63                                     Executive and Chief Financial Offier(3)
Technology Park Malaysia
57000 Kuala Lumpur
</TABLE>

-----------------------------------

(1)  Resigned as President, Chief Executive Officer and Chief Financial Offer
     and elected Chairman and Secretary effective February 24, 1999.
(2)  Resigned effective February 24, 1999.
(3)  Elected effective February 24, 1999.

                             BACKGROUND INFORMATION

Edward Tobin - From 1996 to the present, Mr. Tobin has been a director of GEM
Ventures Ltd., an investment banking firm. From 1991 to 1996, Mr. Tobin was a
director of Lincklaen Partners, a private investment firm.

Christopher F. Brown - From 1994 to the present, Mr. Brown has been the
president of Global Emerging Markets N.A., a financial consulting firm. From
1987 until 1993, Mr. Brown was a financial representative with Shearson Lehman
Brothers.

Thomas Tuttle - From 1995 to the present, Mr. Tuttle has been the president of
GEM Investment Advisors, Inc., a financial consulting firm. Prior to 1995, Mr.
Tuttle held various positions with Morgan Stanley & Co. and McKinsey & Co.

Victor Ng - From 1989 until the present, Mr. Ng has been the general manager
(institutional sales) of J.M. Sassoon, an investment banking firm in Singapore.
From 1997 until the present, Mr. Ng has been a director of TecnoChannel Sdn.
Bhd. Mr. Ng holds a Bachelor of Science (economics) degree and a Masters of
Science (economics) degree from the University of London.


                                       23

<PAGE>
<PAGE>


T.S. Wong - From 1997 to the present, Mr. Wong has been a director and the chief
executive officer of TecnoChannel Sdn. Bhd. From 1996 until 1997, Mr. Wong was
the executive director of Cybersource Pte. Ltd., a private internet consulting
firm. In 1996, Mr. Wong graduated from the National University of Singapore with
a Bachelor of Electrical Engineering degree

ITEM 10. EXECUTIVE COMPENSATION

         During calendar 1998, none of the officers or directors were
compensated for their services as the Registrant was inactive.


                                       24

<PAGE>
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information regarding beneficial
ownership of Registrant's common stock as of the date of this report by all
shareholders who own 5% or more of Registrant's common stock. Beneficial
ownership has been determined for purposes herein in accordance with Rule 13d-3
of the Securities Exchange Act of 1934 as amended, under which a person is
deemed to be the beneficial owner of securities if such person has or shares
voting power or investment power in respect of such securities or has the right
to acquire beneficial ownership within 60 days.

<TABLE>
<CAPTION>
                                                                                Amount and Nature of       Percent
Name and Address                                        Title of Class          Beneficial Ownership       of Class
----------------                                        ----------------        --------------------       --------
<S>                                                     <C>                  <C>  
Dr. Ahman Mustaffa Babjee                               Common                          850,000              8.96%
Incubator 2, Unit G3, Technology Park                                                  Indirect(1)
Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit Jalil
57000 Kuala Lumpur

Cheach Meng Fui                                         Common                          850,000              8.96%
Incubator 2, Unit G3, Technology Park                                                  Indirect(2)
Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit Jalil
57000 Kuala Lumpur

Doris Poh Heem Huang                                    Common                          789,550              8.32%
612 Telok Blangah Road                                                                 Indirect(3)
#01-03 Fairways Condominium
Singapore 102096

Chew Gaik Sim                                           Common                          850,000              8.96%
Incubator 2, Unit 63, Technology Park                                                  Indirect(4)
Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit Jalil
57000 Kuala Lumpur

T.S. Wong                                               Common                        2,675,950             28.20%
Incubator 2, Unit G3, Technology Park                                                  Indirect(5)
Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit Jalil
57000 Kuala Lumpur
</TABLE>

--------
(1) Owned of record by Ambang Dinamik Sdn. Bhd.
(2) Owned of record by Jerisle Ltd.
(3) Owned of record by Free Earth Investments Ltd. Mrs. Huang is the wife of
    Victor Ng, a director of the Company, and Mr. Ng disclaims beneficial
    ownership of these shares.
(4) Owned of record by Neutron Enterprises Inc.
(5) Owned of record by Star Channel Systems Sdn. Bhd. of which Mr. Wong owns
    82.3% of the outstanding stock.


                                       25

<PAGE>
<PAGE>


         The following table lists, as of the date hereof, the number and
percentage of each class of equity shares of Registrant or any of its
subsidiaries beneficially owned, directly or indirectly, by each officer and
director, and by all directors and officers of Registrant, as a group:

<TABLE>
<CAPTION>
                     Name of                   Amount and Nature         Percent
Title               Beneficial                         of                   of
of Class              Owner                   Beneficial Ownership        Class
--------            ----------                --------------------       -------
<S>                 <C>                        <C>                       <C>
Common              Victor Ng                   789,950 Indirect(1)         8.3%

Common              Edward Tobin                 36,567 Indirect(2)         *

Common              T.S. Wong                  2,203,170 Indirect(3)       23.2%

Common              All officers and           3,029,687                   31.5%
                    directors as a group(3)
</TABLE>

------------------
*    Less than 1%.
(1)  Owned of record by Free Earth Investments Ltd., a corporation owned by Mr.
     Ng's wife, Doris Poh Heem Huang. Mr. Ng disclaims beneficial ownership of
     these shares.
(2)  Owned of record by D-Vine Investment Partners, a Delaware general
     partnership between Mr. Tobin and Christopher F. Brown, a director of the
     Company until February 24, 1999.
(3)  Owned of record by Star Channel Systems Sdn. Bhd., a corporation of which
     Mr. Wong owns 82.3% of the outstanding capital stock.

         Registrant does not know of any arrangements, the operation of which
may, at a subsequent date, result in a change in control of registrant.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None.

                                     PART IV

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

         (a) Exhibits

<TABLE>
<CAPTION>
Number       Description
------       -----------
<S>          <C>
2.           Plan of Reorganization incorporated by reference to Registrant's
             Report on Form 10-SB as filed with the Commission on February 16,
             1994.

3.1          Registrant's Certificate of Incorporation, as amended, incorporated
             by reference to Registrant's Report on Form 10-SB as filed with the
             Commission on February 16, 1994.

3.2          Registrant's By-laws incorporated by reference to Registrant's
             Report on Form 10-SB as filed with the Commission on February 16,
             1994.

10.1         Agreement and Plan of Merger, dated March 18, 1996, by and among
             Asia Media Communications, Ltd., AMC Merger Co., Inc.,
             Kremlyovskaya Group, Inc., Riccardo


</TABLE>


                                       26

<PAGE>
<PAGE>

<TABLE>

<S>          <C>
             Franchini and Richard Gaspar incorporated by reference to
             Registrant's Report on Form 8K as filed with the Commission on
             April 3, 1996.

10.2         Rescission Agreement, dated as of August 15, 1996, by and among
             Asia Media Communications, Ltd., Kremlyovskaya Group Inc.,
             Kremlyovskaya Group NV, Riccardo Franchini, Richard Gaspar, Yakov
             Tillman, Tadeus Tonley, Valentin Kassatkine, Guerman Liberman,
             Youri Bykhovski, Wengen Investments Ltd., Redwatch Investments Inc.
             SA, Safine A.G., Wallflower Investments Inc., SA, Able Investments
             Ltd., Whitehall Investments Company Inc. and Merton Trustees
             Limited, incorporated by reference to Registrant's report on Form
             8-K filed with the Commission on October 15, 1996.

10.3         Consulting Agreement, dated as of October 30, 1996, between Asia
             Media Communications, Ltd. and Ian Rice, incorporated by reference
             to Registrant's report on Form 8-K filed with the Commission on
             November 7, 1996.

10.4         Option Agreement, dated as of December 26, 1996, between Asia Media
             Communications, Ltd. and AMC International Holdings, Ltd.,
             incorporated by reference to Registrant's report on Form 10-KSB
             filed with the Commission on December 30, 1998.

10.5         Written Consent of the Sole Director of AMC International Holdings,
             Ltd. dated as of December 27, 1996, incorporated by reference to
             Registrant's report on Form 10-KSB filed with the Commission on
             December 30, 1998.

10.6         Share Acquisition Agreement, dated December 1996, among IPC
             Corporation, Asia Media Communications, Ltd. and AMC International
             Holdings, Ltd., incorporated by reference to Registrant's report on
             Form 10-KSB filed with the Commission on December 30, 1998.

10.7         Letter Agreement, dated April 1, 1997, between AMC International
             Holdings, Ltd. and IPC Corporation, incorporated by reference to
             Registrant's report on Form 10-KSB filed with the Commission on
             December 30, 1998..

10.8         Warrant, dated August 1, 1997, to purchase 1,000,000 shares of the
             common stock of Asia Media Communications, Ltd. issued to Ocean
             Strategic Holdings Limited, incorporated by reference to
             Registrant's report on Form 10-KSB filed with the Commission on
             December 30, 1998.

10.9         Share Purchase Agreement, dated September 1, 1997, by and between
             Parthanon Investment corporation and Asia Media Communications,
             Ltd., incorporated by reference to Registrant's report on Form
             10-KSB filed with the Commission on December 30, 1998

10.10        Letter, dated December 28, 1998 from Albright, Persing &
             Associates, Ltd., the Registrant's former principal accountant's,
             to the Securities and Exchange Commission pursuant to Item
             304(a)(3) of Regulation S-K, incorporated by reference to
             Registrant's report on Form 10-KSB filed with the Commission on
             December 30, 1998.


                                       27

<PAGE>
<PAGE>



</TABLE>
<TABLE>
<S>          <C>
10.11        Acquisition Agreement, dated February 24, 1999, by and among Asia
             Media Communications, Ltd., Ambang Dinamik Sdn. Bhd., Star Channel
             Systems Sdn. Bhd., Cheah Meng Fui and GEM Ventures Ltd.
             incorporated by reference to Registrant's report on From 8-K filed
             with the Commission on March 11, 1999.

27.1         Financial Data Schedule
</TABLE>


         (b) Reports on Form 8-K

             None.



                                   SIGNATURES

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

                                    ASIA MEDIA COMMUNICATIONS, LTD.
                                    a Nevada Corporation


Dated:  March 30, 1999              By:  /s/ T.S. Wong
                                         ---------------------------------------
                                         T. S. Wong, President, Chief Executive
                                         Officer and Chief Financial Officer



Dated:  March 30, 1999                   /s/ Edward Tobin
                                         ---------------------------------------
                                         Edward Tobin, Director



Dated:  March 30, 1999                   /s/ Victor Ng
                                         ---------------------------------------
                                         Victor Ng, Director
                                          FINANCIAL DATA SCHEDULE ARTICLE 5


<PAGE>