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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(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
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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
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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
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DOCUMENTS INCORPORATED BY REFERENCE
Part III-Certain exhibits Included in prior filings made
Listed in response to Item 13(a) under the Exchange Act.
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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
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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. 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).
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.
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.
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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
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T. S. Wong, President, Chief Executive
Officer and Chief Financial Officer
Dated: March 30, 1999 /s/ Edward Tobin
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Edward Tobin, Director
Dated: March 30, 1999 /s/ Victor Ng
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Victor Ng, Director
FINANCIAL DATA SCHEDULE ARTICLE 5
