As filed with the Securities and Exchange Commission on April 14, 1999
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933

                         ASIA MEDIA COMMUNICATIONS, LTD.
             (Exact Name of Registrant as Specified in Its Charter)

                                                              712 FIFTH AVENUE
                                                                 7TH FLOOR
          NEVADA                         88-0207089          NEW YORK, NY 10019
(State or Other Jurisdiction of       (I.R.S. Employer     (Address of Principal
 Incorporation or Organization)     Identification Number)   Executive Offices)

                             1999 INCENTIVE PROGRAM
                            (Full Title of the Plan)

                                 Edward J. Tobin
                           712 Fifth Avenue, 7th Floor
                               New York, NY 10019
                                 (212) 582-3400
            (Name, Address, including Zip Code and Telephone Number,
                   including Area Code, of Agent For Service)

                    Please Send Copies of Communications to:
                              David P. Scott, Esq.
                                 Bryan Cave LLP
                       One Metropolitan Square, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000

              Approximate date of commencement of the proposed sale
               of the securities: As soon as practicable after the
                 effective date of this Registration Statement.

<TABLE>  

<CAPTION>

                                     CALCULATION OF REGISTRATION FEE
<S>                             <C>              <C>                    <C>                    <C>
------------------------------- ---------------- ---------------------- ---------------------- ---------------------
                                                   Proposed Maximum       Proposed Maximum
     Title of Securities         Amount to be       Offering Price       Aggregate Offering         Amount of
       to be Registered           Registered        Per Interest(1)           Price(1)           Registration Fee
------------------------------- ---------------- ---------------------- ---------------------- ---------------------
------------------------------- ---------------- ---------------------- ---------------------- ---------------------
Common stock, $0.01 par value      1,000,000             $20.31               $20,310,000             $5,646
          per share
------------------------------- ---------------- ---------------------- ---------------------- ---------------------

</TABLE>

(1)    Computed in accordance  with Rule  457(h)(1)  under the Securities Act of
       1933, as amended (the "Securities Act"), based on the average bid and ask
       prices on April 12, 1999.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         As permitted by the rules of the  Securities  and Exchange  Commission,
this  Registration  Statement omits the information  specified in Part I of Form
S-8.  The  documents  containing  the  information  specified  in Part I of this
Registration  Statement will be sent or given to eligible employees as specified
by Rule 428(b)  promulgated  under the  Securities  Act of 1933, as amended (the
"Securities  Act").  Such  documents are not being filed with the Securities and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
promulgated under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents have been filed by Asia Media  Communications,
Ltd. with the Securities and Exchange  Commission (the  "Commission")  under the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")  and are
incorporated herein by reference:

         Asia Media  Communications,  Ltd.'s  Annual  Report on Form  10-KSB for
         the fiscal year ended  December 31, 1998 (filed on March, 31, 1999), as
         amended by Form 10-KSB/A (filed March 31, 1999).

         All documents  subsequently  filed by Asia Media  Communications,  Ltd.
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act (prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold) shall be deemed to be incorporated by reference  herein and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a  document  incorporated,  or deemed  to be  incorporated,  by  reference
herein,  shall be deemed to be modified or superseded for purposes hereof to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  modifies or supersedes such statement.  Any such statement so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part hereof.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As permitted by Section 78.751 of the Nevada General  Corporation  Law,
the Company's Bylaws provides for the indemnification by the Company,  including
suits  brought  by or on  behalf  of the  Company,  of each  director,  officer,
employee or agent thereof to the fullest extent permitted by Nevada law.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         See the Exhibit Index filed herewith.


<PAGE>

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes as follows:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  to include any  prospectus required  by Section  10(a)(3)
of the Securities Act;

                  (ii) to reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement; and

                  (iii) to include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included  in a  post-effective  amendment  by  the
foregoing  paragraphs is contained in periodic  reports filed by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities  Act,  each  filing of the  registrant's  annual  report  pursuant to
Section 13(a) or 15(d) of the Exchange Act that is  incorporated by reference in
the registration  statement shall be deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New York, State of New York, on the 13 day of April,
1999.

                                    ASIA MEDIA COMMUNICATIONS, LTD.


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


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated below.


/s/ T. S. Wong
--------------------------   President, Chief Executive Officer,  April 13, 1999
T. S. Wong                   Chief Financial Officer and Director


/s/ Edward J. Tobin
--------------------------   Chairman of the Board, Secretary     April 13, 1999
Edward J. Tobin              and Director


/s/ Victor Ng
--------------------------   Director                             April 13, 1999
Victor Ng

<PAGE>

                                  EXHIBIT INDEX

     Exhibit     Description
     -------     -----------
      4.1        Asia Media's Certificate of Incorporation, as amended
                 (incorporated  by reference to Asia Media's Report on
                 Form 10-SB as filed with the  Commission  on February
                 16, 1994)

      4.2        Registrant's By-laws (incorporated by reference to Asia Media's
                 Report on Form 10-SB as filed with the Commission on February 
                 16, 1994)

      4.3        Asia Media Communications, Inc. 1999 Incentive Plan

      5.1        Opinion of Bryan Cave LLP
      23.1       Consent of Counsel (included in Exhibit 5.1)
      23.2       Consent of Wlosek & Braverman, L.L.C.
      24.1       Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12050}]
{"company-data": {"conformed-name": "ASIA MEDIA COMMUNICATIONS LTD", "cik": "0000823190", "assigned-sic": "3089", "irs-number": "880207089", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76289", "film-number": "99593748"}, "business-address": {"street1": "712 FIFTH AVENUE 7TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2125823400"}, "mail-address": {"street1": "712 FIFTH AVENUE 7TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": {"former-conformed-name": "SPERZEL NV INC /NV/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on April 14, 1999
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933

                         ASIA MEDIA COMMUNICATIONS, LTD.
             (Exact Name of Registrant as Specified in Its Charter)

                                                              712 FIFTH AVENUE
                                                                 7TH FLOOR
          NEVADA                         88-0207089          NEW YORK, NY 10019
(State or Other Jurisdiction of       (I.R.S. Employer     (Address of Principal
 Incorporation or Organization)     Identification Number)   Executive Offices)

                             1999 INCENTIVE PROGRAM
                            (Full Title of the Plan)

                                 Edward J. Tobin
                           712 Fifth Avenue, 7th Floor
                               New York, NY 10019
                                 (212) 582-3400
            (Name, Address, including Zip Code and Telephone Number,
                   including Area Code, of Agent For Service)

                    Please Send Copies of Communications to:
                              David P. Scott, Esq.
                                 Bryan Cave LLP
                       One Metropolitan Square, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000

              Approximate date of commencement of the proposed sale
               of the securities: As soon as practicable after the
                 effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
------------------------------- ---------------- ---------------------- ---------------------- ---------------------
                                                   Proposed Maximum       Proposed Maximum
     Title of Securities         Amount to be       Offering Price       Aggregate Offering         Amount of
       to be Registered           Registered        Per Interest(1)           Price(1)           Registration Fee
------------------------------- ---------------- ---------------------- ---------------------- ---------------------
------------------------------- ---------------- ---------------------- ---------------------- ---------------------
Common stock, $0.01 par value      1,000,000             $20.31               $20,310,000             $5,646
          per share
------------------------------- ---------------- ---------------------- ---------------------- ---------------------
(1)    Computed in accordance  with Rule  457(h)(1)  under the Securities Act of
       1933, as amended (the "Securities Act"), based on the average bid and ask
       prices on April 12, 1999.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         As permitted by the rules of the  Securities  and Exchange  Commission,
this  Registration  Statement omits the information  specified in Part I of Form
S-8.  The  documents  containing  the  information  specified  in Part I of this
Registration  Statement will be sent or given to eligible employees as specified
by Rule 428(b)  promulgated  under the  Securities  Act of 1933, as amended (the
"Securities  Act").  Such  documents are not being filed with the Securities and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
promulgated under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents have been filed by Asia Media  Communications,
Ltd. with the Securities and Exchange  Commission (the  "Commission")  under the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act")  and are
incorporated herein by reference:

         Asia Media  Communications,  Ltd.'s  Annual  Report on Form  10-KSB for
         the fiscal year ended  December 31, 1998 (filed on March, 31, 1999), as
         amended by Form 10-KSB/A (filed March 31, 1999).

         All documents  subsequently  filed by Asia Media  Communications,  Ltd.
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act (prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold) shall be deemed to be incorporated by reference  herein and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a  document  incorporated,  or deemed  to be  incorporated,  by  reference
herein,  shall be deemed to be modified or superseded for purposes hereof to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  modifies or supersedes such statement.  Any such statement so modified
or  superseded  shall not be deemed,  except as so  modified or  superseded,  to
constitute a part hereof.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As permitted by Section 78.751 of the Nevada General  Corporation  Law,
the Company's Bylaws provides for the indemnification by the Company,  including
suits  brought  by or on  behalf  of the  Company,  of each  director,  officer,
employee or agent thereof to the fullest extent permitted by Nevada law.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         See the Exhibit Index filed herewith.
Item 9.  Undertakings.

         The undersigned registrant hereby undertakes as follows:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  to include any  prospectus required  by Section  10(a)(3)
of the Securities Act;

                  (ii) to reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement; and

                  (iii) to include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included  in a  post-effective  amendment  by  the
foregoing  paragraphs is contained in periodic  reports filed by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities  Act,  each  filing of the  registrant's  annual  report  pursuant to
Section 13(a) or 15(d) of the Exchange Act that is  incorporated by reference in
the registration  statement shall be deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New York, State of New York, on the 13 day of April,
1999.

                                    ASIA MEDIA COMMUNICATIONS, LTD.

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated below.

/s/ T. S. Wong
--------------------------   President, Chief Executive Officer,  April 13, 1999
T. S. Wong                   Chief Financial Officer and Director

/s/ Edward J. Tobin
--------------------------   Chairman of the Board, Secretary     April 13, 1999
Edward J. Tobin              and Director

/s/ Victor Ng
--------------------------   Director                             April 13, 1999
Victor Ng
EXHIBIT INDEX

     Exhibit     Description
     -------     -----------
      4.1        Asia Media's Certificate of Incorporation, as amended
                 (incorporated  by reference to Asia Media's Report on
                 Form 10-SB as filed with the  Commission  on February
                 16, 1994)

      4.2        Registrant's By-laws (incorporated by reference to Asia Media's
                 Report on Form 10-SB as filed with the Commission on February 
                 16, 1994)

      4.3        Asia Media Communications, Inc. 1999 Incentive Plan

      5.1        Opinion of Bryan Cave LLP
      23.1       Consent of Counsel (included in Exhibit 5.1)
      23.2       Consent of Wlosek & Braverman, L.L.C.
      24.1       Power of Attorney (included on signature page)