<PAGE>
<PAGE>
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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, 1997
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)
<TABLE>
<S> <C>
NEVADA 88-0207089
(State or other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
</TABLE>
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:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------- -----------------------------------------
<S> <C>
Common Stock None
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock
(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 No x
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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. [X]
The registrant has been inactive and there is no market value of the
voting stock held by non-affiliates of the registrant.
The number of shares outstanding of each of the registrant's classes of
stock as of the latest practicable date are:
<TABLE>
<CAPTION>
CLASS OF SECURITIES: OUTSTANDING AT 12/15/98
-------------------- -----------------------
<S> <C>
Common Stock, Par Value $.01 5,535,586 Shares
</TABLE>
================================================================================
<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. 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 terms and
conditions, never to exercise its rights, as holder, to exchange the Preference
Shares for shares of the
2
<PAGE>
<PAGE>
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 Oceanic Strategic Holdings,
Limited, an unrelated third party, 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
adjust 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.
Following the sale of the capital stock of AMC Holdings, the Company's
principal activity has been to seek business opportunities in other business
ventures.
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 President
and a director.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
3
<PAGE>
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) (1) Market Information
The Registrant has been inactive and its Common Stock has had no market
value.
(a) (2) 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
calendar 1995, 1996 and 1997, 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 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 Oceanic 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 adjust
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.
ITEM 6. PLAN OF OPERATION
The Company's current business plan is primarily to seek one or more
potential businesses which may, in the opinion of management, warrant the
Company's involvement. The Company recognizes that as a result of its limited
financial, managerial or other resources, the number of suitable potential
businesses which may be available to it will be extremely limited. In seeking to
attain its business objective, the Company will not restrict its search to any
particular industry. Rather, the Company may investigate businesses of
essentially any kind or nature, including but not limited to, finance, high
technology, manufacturing, service, sports, research and development,
communications, insurance, brokerage, transportation and others. It is
emphasized that the business objectives discussed herein are extremely general
and are not intended to be restrictive upon the discretion of management. The
Company has not conducted any market studies with respect to any business or
industry.
4
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<PAGE>
The Company will not restrict its search to any specific industry and
may acquire any entity or position in a company which is (i) in its preliminary
or development stage, or (ii) is a going concern. At this time it is impossible
to determine the needs of the business in which the Company may seek to
participate, and whether such business may require additional capital,
management, or may be seeking other advantages which the Company may offer. In
other instances, possible business endeavors may involve the acquisition of or a
merger with a company which does not need additional equity, but seeks to
establish a public trading market for its securities.
Businesses which seek the Company's participation in their operations
may desire to do so to avoid what such businesses deem to be adverse factors
related to undertaking a public offering. Such factors include substantial time
requirements and legal costs, along with other conditions or requirements
imposed by Federal and state securities laws.
The analysis of potential business endeavors will be undertaken by or
under the supervision of the Company's management. Management is comprised of
individuals of varying business experience, all of whom are engaged in other
activities and devote only a limited amount of their time to the Company.
Management will rely on their own business judgment in formulating decisions as
to the types of businesses which the Company may acquire or in which the Company
may participate.
In analyzing prospective businesses, management will consider such
factors as available technical, financial and managerial resources; working
capital and other financial requirements; such businesses' history of
operations, if any, and prospects for the future; the nature of present and
expected competition; the quality and experience of management services which
may be available and the depth of that management; risk factors; the potential
for growth and expansion; the potential for profit; the perceived public
recognition or acceptance of such businesses, products, services, trade or
service marks; its name identification; and other relevant factors.
While the above factors will be considered, to a large extent a
decision to participate in a specific business will be difficult, if not
impossible, to analyze through the application of objective criteria. In many
instances, the achievements of a specific business to date may not necessarily
be indicative of its potential for the future because of various changing
requirements in the marketplace, such as the ability to substantially shift
marketing approaches, expand significantly or change product emphasis, change or
substantially alter management, or other factors. On the other hand, the
management of such companies may not have proven their abilities or
effectiveness, or established the viability of the market, or the products or
services which they propose to market. As such, the profitability of such a
business may be unpredictable and might therefore subject the Company and its
assets to substantial risks.
It is anticipated that locating and investigating specific proposals
will take a substantial period of time, although the time such process will take
can by no means be assured. Further, even after a business is located, the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial additional time, effort and
attention on the part of management, as well as substantial costs for attorneys,
accountants and others. If a decision is made not to participate in a specific
business endeavor, the costs theretofore incurred in the related investigation
might not be recoverable. Furthermore, even if an agreement were reached for the
participation in a specific business, the failure to consummate that transaction
might result in the loss to the Company of the related costs incurred.
ITEM 7. FINANCIAL STATEMENTS
5
<PAGE>
<PAGE>
The following financial statements of Asia Media Communications, Ltd.
are included in Item 7.
Balance Sheet at December 31, 1997 and 1996.
Statements of Operations for the Years Ended December 31, 1997 and
1996.
Statements of Stockholders' Equity for the Years ended December 31,
1997 and 1996.
Statements of Cash Flows for the Years ended December 31, 1997 and 1996
Notes to Financial Statements
6
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Asia Media Communications, Ltd.
(Formerly Sperzel-NV, Inc.)
New York, New York
We have audited the accompanying balance sheet of Asia Media Communications,
Ltd., (formerly Sperzel-NV, Inc.), (a corporation), as of December 31, 1997 and
the related statements of operations, stockholders' equity and cash flows for
the years ended December 31, 1997 and 1996. 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, 1997 and the results of its operations
and its cash flows for the years ended December 31, 1997 and 1996 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
substantially no assets and it is uncertain at this point 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 future
7
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Page 2
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
January 6, 1999
Clifton, New Jersey
8
<PAGE>
<PAGE>
ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
BALANCE SHEET
DECEMBER 31, 1997
<TABLE>
<S> <C>
ASSETS
------
Current Assets:
Cash $ 50,000
-------------
Total Assets $ 50,000
=============
LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY
-----------------------------------------------
Current Liabilities:
Advance from shareholder $ 14,448
------------
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 ( 84,908)
-------------
769,273
Less: Treasury stock (Note 4) ( 733,721)
-------------
Total Deficit in Stockholders' Equity 35,552
-------------
Total Liabilities and Deficit in Stockholders' Equity $ 50,000
=============
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Years Ended
December 31,
1997 1996
------------ ------------
<S> <C> <C>
Revenues:
Settlement of shareholder debt $ -- $ 16,746
----------- -----------
Costs and Expenses:
Cost of Sales -- --
Selling, general and administrative expenses:
Legal and other fees -- 18,526
Other expenses -- --
----------- -----------
Total Costs and Expenses -- 18,526
----------- -----------
Loss before Income Tax Benefit -- (1,780)
Income Tax (Benefit)
Current -- (267)
Deferred -- 267
----------- -----------
Total Income Tax (Benefit) -- --
----------- -----------
Net Loss $ -- $ (1,780)
=========== ===========
Income (Loss) Per Common Share $ 0.00 $ (0.00)
=========== ===========
Average weighted number of common
shares outstanding 5,465,919 5,465,919
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
10
<PAGE>
<PAGE>
ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<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, 1996 8,037,586 $ 170,132 $ 626,549 $ (83,128) $ (733,721) $ (20,168)
Common stock cancellation (3,252,000) (32,520) 32,520 -- -- --
Issuance of common stock in
connection with consulting
services provided at value par 750,000 7,500 -- -- -- 7,500
Reclassification in connection
with common stock par value -- (89,756) 89,756 -- -- --
Net Loss -- -- -- (1,780) -- (1,780)
---------- ---------- ---------- ---------- ---------- ----------
Balances, December 31, 1996 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
========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
11
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Years Ended
December 31,
1997 1996
------- --------
<S> <C> <C>
Net Loss $ -- $(1,780)
------- -------
Adjustments to reconcile net loss to net
cash provided by operating activities:
Capital stock issued in connection with
consulting services rendered -- 7,500
Changes in assets and liabilities:
Decrease in accounts payable -- (3,422)
Decrease in advances from stockholder -- (2,298)
------- -------
Total Adjustments -- 1,780
------- -------
Net Cash used in Operating Activities -- --
------- -------
Cash Flows from Financing Activities:
Sale of common stock purchase warrant 50,000 --
------- -------
Net (decrease) increase in cash and cash
equivalents 50,000 --
Cash and cash equivalents, beginning -- --
------- -------
Cash and cash equivalents, end $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.
12
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
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 the
present time, the Company has no current operations, and is actively
attempting to acquire a business operation, or obtain one through merger
with a privately-held company seeking public status.
13
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
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:
<TABLE>
<S> <C>
Assets
------
Current Assets
Cash $ 6,445
Property and equipment:
Assets held for disposal 501
Other Assets
Deposits 5,900
--------
$12,846
========
</TABLE>
14
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
NOTES TO FINANCIAL STATEMENTS
NOTE 2: REORGANIZATION - Continued
Asia Media Communications, Ltd. balance sheet as of January 31, 1994
(date of reorganization) - Continued:
<TABLE>
<S> <C>
Liabilities and Stockholders' Equity (Deficit)
----------------------------------------------
Current Liabilities:
Accounts payable $ 6,443
Accrued liabilities 25,500
Advances from Stockholders 17,943
---------
Total Current Liabilities 49,886
---------
Stockholders' (Deficit):
Common stock 160,132
Additional paid-in capital 536,549
Retained earnings --
---------
696,681
Less: Treasury stock 733,721
---------
Total Stockholders' (Deficit) (37,040)
---------
$ 12,846
=========
</TABLE>
NOTE 3: ADVANCES FROM STOCKHOLDERS
The settlement of indebtedness of $16,746 related to advances made in
prior years from a shareholder company. The indebtedness did not bear
interest nor were there any specific repayment terms. As part of the
rescission of K.G.I. Acquisition, (see Note 8), the indebtedness was
canceled. During 1996, another shareholder paid accounts payable
aggregating $14,448 on behalf of the Company. The payments were
substantially for professional fees rendered. The indebtedness is
non-interest bearing and has no specific repayment terms.
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.
15
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
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>
1997 1996
------------ ---------
<S> <C> <C>
Deferred tax asset for future benefits
of net operating loss carryforward $ 28,720 $ 28,720
Less: valuation allowance to
recognize possible non-realization
of net operating loss carryforward (28,720) (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
1997 1996
------------ ---------
<S> <C> <C>
Tax benefit of net operating loss
carryforward $ 28,720 $ 28,720
Valuation allowance for judgement
of realizability of net operating loss
carryforward in future years $( 28,720) $(28,720)
</TABLE>
16
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
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
1997 1996
----------- ------------
<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'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.
17
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
NOTES TO FINANCIAL STATEMENTS
NOTE 7: RELATED PARTY TRANSACTIONS
The Company presently operates from offices on a rent-free basis
utilized by the President and director. Actual space utilization is
deminimus in nature and is non-reimbursable. There are no pending lease
arrangements at the present time.
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 of 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.
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.
18
<PAGE>
<PAGE>
ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
NOTES TO FINANCIAL STATEMENTS
NOTE 8: CERTAIN TRANSACTIONS - Continued
Acquisition of 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 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 to
such a purchaser and are thereby reserved.
19
<PAGE>
<PAGE>
ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
NOTES TO FINANCIAL STATEMENTS
NOTE 9: COMMITMENTS AND CONTINGENCIES - Continued
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 effect for 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 the present date, no shares have been issued
pursuant to the warrant and the Company has reserved 1,000,000 shares of
its common stock.
20
<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 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.
21
<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 41 Director, President, Chief Executive
712 Fifth Avenue, 7th Fl. and Chief Financial Officer
New York, NY 10019
Christopher F. Brown 36 Director
712 Fifth Avenue, 7th fl.
New York, NY 10019
Thomas Tuttle 31 Director
712 Fifth Avenue, 7th Fl.
New York, NY
</TABLE>
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.
ITEM 10. EXECUTIVE COMPENSATION
During calendar 1997, none of the officers or directors were
compensated for their services as the Registrant was inactive.
22
<PAGE>
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding 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:
<TABLE>
<CAPTION>
Amount and
Nature of
Title of Beneficial Percent of
Name and Address Class Ownership Class
- ---------------- -------- ----------- ----------
<S> <C> <C> <C>
D-Vine Investment Partners(1) Common 3,656,667 66%
Direct
</TABLE>
- ----------------
(1) A general partnership between Messrs. Tobin and Brown.
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 Edward Tobin(1) 3,656,667 Indirect 66%
Common Christopher F. Brown(1) 3,656,667 Indirect 66%
Common Thomas Tuttle -0- -0-
Common All officers and 3,656,667 66%
directors as a
group
</TABLE>
Registrant does not know of any arrangements, the operation of which
may, at a subsequent date, result in a change in control of registrant.
(1) These shares are held in the name of D-Vine Investment Partners, a Delaware
general partnership between Messrs. Tobin and Brown.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 16, 1996, Marlow Properties, Inc., a company of which Mr. Ian
Rice (who resigned as a director in October 1996) is the sole officer, director,
and principal shareholder, and Melissa Rice, Mr. Rice's daughter, agreed to
cancel, respectively, 3,040,000 and 152,000 shares of the Registrant's common
stock which had been issued in connection with the acquisition by the Registrant
of a video library that had not proved commercially exploitable.
PART IV
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a) Exhibits
23
<PAGE>
<PAGE>
<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 Franchini and Richard
Gaspar incorporated by reference to Registrant's Report on
Form 8-K 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,
</TABLE>
24
<PAGE>
<PAGE>
<TABLE>
<S> <C>
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
27.1 Financial Data Schedule
99 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.
</TABLE>
(b) Reports on Form 8-K
None.
25
<PAGE>
<PAGE>
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: January 6, 1999 By: /s/Edward Tobin
---------------
Edward Tobin, President, Chief
Executive Officer and Chief Financial
Officer
Dated: January 6, 1999 /s/Christopher F. Brown
-----------------------
Christopher F. Brown, Director
Dated: January 6, 1999 /s/Thomas Tuttle
----------------
Thomas Tuttle, Director
26
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-1-1997
<PERIOD-END> DEC-31-1997
<CASH> 50,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 50,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 50,000
<CURRENT-LIABILITIES> 14,448
<BONDS> 0
0
0
<COMMON> 55,356
<OTHER-SE> (19,804)
<TOTAL-LIABILITY-AND-EQUITY> 50,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
