SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K
            AMENDED ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 1997
                         Commission File Number 0-14621


                          NEW SKY COMMUNICATIONS, INC.
              -----------------------------------------------------
              (Exact name of registrant as specified in its charter

      NEW YORK                                                16-1229730
- ---------------------                                   ---------------------
State of Incorporation                                     I.R.S. Employer
                                                        Identification Number

                               731 POWERS BUILDING
                               16 WEST MAIN STREET
                            ROCHESTER, NEW YORK 14614
                   ------------------------------------------
                   Address of principal and executive offices


                                 (716) 454-5490
                          -----------------------------
                          Registrant's telephone number

        Securities Registered Pursuant to Section 12(b) of the Act: None

        Securities Registered Pursuant to Section 12(g) of the Act: None

                                                     NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                                     REGISTERED ON
- -------------------                               ------------------------
  Common Stock                                    National Daily Quotation
                                                        Listing Service

Indicate by check mark whether 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 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
                                   ----

Aggregate market value of the voting stock held by non-affiliates of the 
registrant as of December 31, 1997  ...............................$1,427,000.00

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of December 31, 1997.................................190,736,923







                                     PART 1

                                ITEM 1 - BUSINESS

New Sky Communications, Incorporated (the "Company") develops and produces
theatrical motion pictures and home video cassettes.

In 1997, the Company entered into a joint venture agreement with Syracuse
Productions, LLC to Co-Produce a feature film entitled "FREAK TALKS ABOUT SEX"
(originally "SYRACUSE MUSE"). The Company is a special limited partner in the
financing limited partnership for the film and is entitled to one-third of the
profits from the sale of the film after the investors receive their investment
plus a twenty percent (20%) return on their investment. The Company may not
disclose the budget or cost of the film for proprietary reasons, but the film
qualifies as a "low-budget" film. Principal photography of the film was
completed in 1997 and at year-end the film was being edited and mixed. The Joint
Venture Agreement has been previously filed as an Exhibit in an earlier 10Q for
the Company. To procure the Company's position as Co-Producer of the film, it
issued 20,000,000 common shares of stock in the Company, with restrictive
legend, to Charles M. LaLoggia in 1997. Mr. LaLoggia is the former President and
Chairman of the Company. Mr. LaLoggia was the original Executive Producer of the
film and is a significant investor in the financing limited partnership. The
Company has capitalized the market value cost of the issuance of the stock,
$100,000, under "Film Inventory" on the Balance Sheet. The Company received a
Producer's fee of $20,000 from the budget of the film in 1997.

The Company is also participating in the development of other film properties
with the principals of Syracuse Productions, LLC.

In fiscal 1997, the Company's first feature film "LADY IN WHITE" continued its
release on video cassette and in foreign markets. All of the funds received by
the Company in 1997 from the film, approximately $5,946, were recognized as
income in 1997. The Company carries its direct film costs as an asset on the
Balance Sheet under "Film Inventory". (See Note 2 to financial statements). In
1991, the Company accelerated its amortization of the costs of the film to the
rate of $600,000 per year to arrive at a target of $500,000 in Film Inventory
for the film by 1993. In 1997 the Company amortized another $100,000 of the
film's costs, leaving $200,000 in Film Inventory for the film.

The Company continued to develop and seek financing for another film project, a
comedy, tentatively entitled "RESPECT YOUR GODFATHER". At year-end the
accumulated development cost of the film was capitalized at $26,772.

                                     Page 1






The Company continued to develop and seek financing for its feature film,
tentatively entitled "THE GIANT", in 1997. At year-end the accumulated
development cost was written down to $750,000.

In 1989 the Company invested $250,000 in a film entitled "GRAVE SECRETS",
production of which was completed in 1989. Foreign and video sales of the film
commenced in late 1989 and continued throughout 1997. The Company receives a
priority repayment of its investment and has the personal guarantee of the
producer of the film. The Company anticipates receiving the return of its
investment, but does not anticipate realizing any profit on the film. During
1997, the Company received no proceeds from the film's producer, keeping the
Company's investment to $108,610 at year-end.

The Company also issued 10,000,000 common shares of the Company, with
restrictive legend, to Carl R. Reynolds, the President and Chairman to
compensate him for failing to receive regular compensation for over three years.

The Company also issued 3,000,000 shares of common stock to Colleen Tiffany for
financial public relations services to be rendered to the Company. Ms. Tiffany
is associated with the President, Carl R. Reynolds, in a financial public
relations company, Logan Consulting Group, Inc. However, the shares were issued
to Ms. Tiffany personally and Mr. Reynolds will receive no benefit or share in
the proceeds of the sale of any stock by Ms. Tiffany. The Company also issued
4,000,000 common shares of the Company to Starr Securities, Inc. for investment
banking services to be rendered to the Company. Both issuances of shares were
registered under an S-8 registration with the S.E.C. and are, therefore,
immediately free trading. The agreements with Ms. Tiffany and Starr Securities
were attached as Exhibits in 10Q's filed by the Company during 1997.

This 10K filing was not timely made as the Company's accountant was unable to
complete an audit of its books and records on time.

The Company has filed corporate income tax returns, federal and New York State,
for the years ended December 31, 1997, 1996 and 1995, but has not filed for
years ending December 31, 1992, 1993 and 1994. It has not paid any tax due for
any of these years. Although the Company believes there is no federal tax
liability for those years, due to its continuing losses, there is tax liability
to the State of New York. The Company has not paid those taxes for lack of
funds. The Company reports the expected tax liability as an "Accrued Expense".

The Company also wrote down development costs in other film projects it has been
attempting to develop for a number of years, including "SOMEWHERE IS CALLING"
($15,000), "ARREVIDERCI VENICE" ($30,771) and "CHEAP TRICKS" ($1,000.00).

                                     Page 2





The Company believes it has no material Year 2000 risk or costs as the Company's
records are not computerized. The Company cannot assess the potential risk of
the Y2K problem on its third party vendors and licensees of its films already in
release but the Y2K problem may affect the accounting of such parties to the
Company for royalties. The Company does intend to inquire of any potential
future licensses of their Y2K compliance as part of any negotiations for a grant
of rights. As the Company has no Y2K risk, it has developed no contingency
plans.

The Company is an independent motion picture production company. Independent
motion picture production involves a number of risks and elements that must
coalesce to produce a successful feature film. These elements include: procuring
rights to a screenplay, securing financing to finance the budget of the film,
procuring talent for production, direction, acting and post-production, which
includes editing, music and mixing and obtaining distribution of the completed
film. Inadequate performance of any of these elements, or miscalculation of the
tastes of the movie-going public can cause the film to not obtain distribution
and/or be a box-office failure. The potential market for motion pictures is
divided into two components: foreign and domestic (U.S and Canada). Within each
of these markets there are several different potential revenue streams:
theatrical, pay television, free television, video cassette and new emerging
sources such as CD-ROM, laser disc and DVD. Distribution of an independent film
may be accomplished by a single distributor acquiring "the world", or the
markets and elements of each can be sold off by the producer to separate
distributors. The lead time from original acquisition of a screenplay to final
cut of the film and ultimate exhibition, if any, and receipt of revenues can
take several years. Therefore, the revenue streams and profitabilty of an
independent production company can vary greatly year-to-year. There is
significant competition in the independent film business. Many more films are
produced each year than receive distribution or recover their investment. In
addition, independent films compete against major studios who have significantly
greater resources and can therefore employ the most talented people to make
films and better promote their films. The Company employs only one person, the
President, Carl R. Reynolds, but has working relationships with other persons
who provide access to different elements needed to produce a film, including
financing, production and securing talent.

                               ITEM 2 - PROPERTIES

The Company currently rents no office space, but is provided office space by
it's President in his law office at no charge to the Company at the current
time.

                           ITEM 3 - LEGAL PROCEEDINGS

The Company was unable to pay the final several months of rent on the premises
it leased at One West Main Street and the landlord has taken a judgment against
the Company in the Supreme Court of the State of New York on February 24, 1993 
in the amount of $16,383.

                                     Page 3







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

The Company lacked sufficient funds to hold a shareholders' meeting in 1997.
Therefore, no matters were submitted to the shareholders for a vote.


                                     PART II

                 ITEM 5 - MARKET FOR THE COMPANY'S COMMON STOCK
                       AND RELATED SECURITY HOLDER MATTERS

Effective October 25, 1989, the Company's stock was deleted from NASDAQ listing.
Since that date, the Company's stock trading has been reported on the National
Daily Quotation Listing Service, or "pink sheets" or "bulletin board".

                                          HIGH BID          LOW BID
                                          --------          -------
First Quarter 1997                       $    .007         $    .003
Second Quarter 1997                      $    .006         $    .004
Third Quarter 1997                       $    .11          $    .005
Fourth Quarter 1997                      $    .02          $    .01

The approximate number of shareholders of common stock is 4,500 as of December
31, 1997.

In 1997, the Company entered into a joint venture agreement with Syracuse
Productions, LLC to Co-Produce a feature film entitled "FREAK TALKS ABOUT SEX"
(originally "SYRACUSE MUSE"). The Company is a special limited partner in the
financing limited partnership for the film and is entitled to one-third of the
profits from the sale of the film after the investors receive their investment
plus a twenty percent (20%) return on their investment. The Joint Venture
Agreement has been previously filed as an Exhibit in an earlier 10Q for the
Company. To procure the Company's position as Co-Producer of the film, it issued
20,000,000 unregistered common shares of stock in the Company, to Charles M.
LaLoggia on April 13, 1997 in exchange for his rights as Executive Producer in
the film.

The Company also issued 10,000,000 unregistered common shares of the Company on
March 13, 1997 to Carl R. Reynolds, the President and Chairman, to compensate
him for failing to receive regular compensation for over three years.

                                     Page 4





The Company also issued 3,000,000 shares of common stock to Colleen Tiffany for
financial public relations services to be rendered to the Company. Ms. Tiffany
is associated with the President, Carl R. Reynolds, in a financial public
relations company, Logan Consulting Group, Inc. However, the shares were issued
to Ms. Tiffany personally and Mr. Reynolds will receive no benefit or share in
the proceeds of the sale of any stock by Ms. Tiffany. The Company also issued
4,000,000 common shares of the Company to Starr Securities, Inc. for investment
banking services to be rendered to the Company.

Both issuances of shares were registered under an S-8 registration with the
S.E.C. and are, therefore, immediately free trading. The agreements with Ms.
Tiffany and Starr Securities were attached as Exhibits in 10Q's filed by the
Company during 1997.

The Company has never paid a dividend on its common stock.

                         ITEM 6. SELECTED FINANCIAL DATA

The following table summarizes selected financial information of New Sky
Communications, Inc. for each of the five years ended December 31, 1997, 1996,
1995, 1994 and 1993. This table should be read in conjunction with other
financial information of New Sky Communications, Inc., including "Management's
Discussion and Analysis" and financial statements included elsewhere herein.




                            YEARS ENDED DECEMBER 31,
- -----------------------------------------------------------------------------------------------
                             1997          1996           1995           1994          1993
                         -----------   ------------   ------------   ------------   -----------

                                                                             
Net Sales               $    25,946    $    13,729    $    16,860    $       334    $    19,275
Income (loss) from
continuing operations      (454,562)      (157,416)      (138,734)       (47,367)      (846,795)

Income (loss) from
continuing operations
per share (A)                   NIL            NIL            NIL            NIL            NIL

Cash Dividends                 NONE           NONE           NONE           NONE           NONE

Net working capital        (147,582)      (142,225)      (125,265)      (106,631)       (94,264)

Total assets              1,251,116      1,508,415      1,647,821      1,767,821      1,802,821

Long-term debt                    0              0              0              0              0
<FN>

Note A: Amounts are not presented as such amounts were less than $.01 per share.
</FN>


                                     Page 5





                  ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

During the year, the Company received continuing foreign distribution royalties
from The Samuel Goldwyn Company for "LADY IN WHITE" in the amount of $5,946.

During 1997, the Company received no funds from Planet Productions, Inc. from
receipts on the film "GRAVE SECRETS".

The Company received a Producer's fee of $20,000 from the budget of the film
"FREAK TALKS ABOUT SEX" during 1997.

The Company has no liquidity or capital resources and is dependent on revenue
streams from previously released films, the recently completed co-production of
"FREAK TALKS ABOUT SEX" and future productions, if any to provide liquidity and
capital.

The variability in Costs and Expenses Applicable to Sales & Revenue and
resultant variability in Net Loss on the Income Statements in 1997, 1996 and
1995 is due to variations in writedowns of Film Inventory. See Item 1. Business.


              ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(a) The following documents are filed as part of this report:

    1.   Financial Statements:

        Statements of Income - Year ended December 31, 1994, December 31, 1995,
        December 31, 1996 and December 31, 1997.

        Statement of Stockholders Equity - December 31, 1994, December 31, 1995,
        December 31, 1996 and December 31, 1997.

        Statement of Cash Flows - Years ended December 31, 1994, December 31,
        1995, December 31, 1996 and December 31, 1997.

        Notes to Financial Statements

        Balance Sheet - December 31, 1994, December 31, 1995, December 31, 1996
        and December 31, 1997.


                                     Page 6





                                MICHAEL F. CRONIN
                           CERTIFIED PUBLIC ACCOUNTANT
                                12 BLANDFORD LANE
                            FAIRPORT, NEW YORK 14450




Shareholders
New Sky Communications, Inc.
Rochester, New York


I have audited the accompanying balance sheet of New Sky Communications, Inc. as
of December 31, 1997, 1996, 1995 and 1994 and the related statements of income,
stockholders' equity and cash flows for the years and then ended. The financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are 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. I believe that my
audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of New Sky Communications, Inc. as of
December 31, 1997, 1996, 1995 and 1994 and the results of its operations and
cash flows for the fiscal years then ended in conformity with generally accepted
accounting principles.


April 17, 1998



/s/ MICHAEL F. CRONIN
- ---------------------
Michael F. Cronin
Certified Public Accountant


                                     Page 7





                          NEW SKY COMMUNICATIONS, INC.
                                 BALANCE SHEETS




                                     ASSETS
                                     ------

                                               DECEMBER        DECEMBER       DECEMBER      DECEMBER 
                                               31, 1997        31, 1996       31, 1995      31, 1994
                                               --------        --------       --------      --------
CURRENT ASSETS:
                                                                                       
Cash and Cash Equivalents                     $        56    $     1,150    $         0    $         0
Accounts Receivable
     Trade                                              0              0              0              0
Prepaid Expenses                                        0              0              0              0
                                              -----------    -----------    -----------    -----------
     Total Current Assets                              56          1,150              0              0

Property & Equipment, Net of Accumulated
     Depreciation and Amortization (Note A)     1,250,660      1,506,865      1,591,865      1,711,865

Other Assets (Note B)                                 400            400         55,956         55,956

Total Assets                                  $ 1,251,116    $ 1,508,415    $ 1,647,821    $ 1,767,821
                                              -----------    -----------    -----------    -----------

                       LIABILITIES & STOCKHOLDERS' EQUITY
                       ----------------------------------
CURRENT LIABILITIES:
Accounts Payable                              $   106,554    $    94,291    $    88,781    $    75,047
Other Current Liabilities                          41,084         49,084         36,584         31,584
                                              -----------    -----------    -----------    -----------
     Total Current Liabilities                    147,638        143,375        125,365        106,631

Stockholders' Equity
Common Stock                                    5,951,402      5,756,402      5,756,402      5,756,402
Accumulated Deficit                            (4,847,924)    (4,391,362)    (4,233,946)    (4,095,212)
                                              -----------    -----------    -----------    -----------
     Total Stockholders' Equity                 1,103,478      1,365,040      1,522,456      1,661,190

Total Liabilities & Stockholers' Equity       $ 1,251,116    $ 1,508,415    $ 1,647,821    $ 1,767,821
                                              -----------    -----------    -----------    -----------




                       See Notes to Financial Statements.


                                        8






                          NEW SKY COMMUNICATIONS, INC.
                              STATEMENTS OF INCOME





                                               FISCAL YEARS ENDED
                                ------------------------------------------------
                                 DECEMBER     DECEMBER     DECEMBER    DECEMBER 
                                 31, 1997     31, 1996     31, 1995    31, 1994
                                ---------     --------     --------    --------


                                                                
Net Sales                       $  25,946    $  13,729    $  16,860   $     334
Costs and Expenses Applicable
to Sales & Revenue (Note A)       426,482       85,000      120,000           0
                                ---------     --------     --------    --------
Gross Profit (Loss)              (400,536)     (71,271)    (103,140)        334

Selling, General &
Administrative Expenses            54,026       28,089       30,594      47,701
                                ---------     --------     --------    --------

Income From Operations           (454,562)     (99,360)    (133,734)    (47,367)

Other Expense-Write Down
Carrying Value of
Investments                             0       55,556            0           0
                                ---------     --------     --------    --------

Income (Loss) Before
Income Taxes                     (454,562)    (154,916)    (133,734)    (47,367)

Income Taxes (Note A)               2,000        2,500        5,000           0
                                ---------     --------     --------    --------

Net Income (Loss)               $(456,562)   $(157,416)   $(138,734)  $ (47,367)
                                =========    =========    =========   =========

Per Share Amounts                  NIL           NIL          NIL          NIL



                       See Notes to Financial Statements.


                                        9







                          NEW SKY COMMUNICATIONS, INC.
                            STATEMENTS OF CASH FLOWS





                                                                 FISCAL YEARS ENDED
                                                    ------------------------------------------------

                                                    DECEMBER      DECEMBER     DECEMBER     DECEMBER 
                                                    31, 1997      31, 1996     31, 1995     31, 1994
                                                    --------      --------     --------     --------
OPERATING ACTIVITIES:
- ---------------------
                                                                                      
     Net Income (Loss)                              $(456,562)   $(157,416)   $(138,734)   $ (47,367)
     Adjustments to Reconcile Net Income
     (Loss) to Cash Provided
     (Consumed) by Operating Activities:
          Non-Cash Valuation Adjustment                     0       55,556            0            0
          Non-Cash Operating Expenses                  25,000            0            0            0
     Changes in Operating Assets and Liabilities:
          (Increase) Decrease in Accounts &
          Notes Receivable                                  0            0            0            0
          Amortization of Film Inventory Costs        426,205       85,000      120,000            0
          Increase (Decrease) in Accounts
          Payable & Accrued Expenses                    4,263        8,010       18,734      (12,367)
                                                    ---------    ---------    ---------    ---------
Net Cash Provided (Consumed) by Operating
Activites                                              (1,094)      (8,850)           0      (35,000)

INVESTING ACTIVITIES:
- ---------------------
     Reimbursement Received on Investment
     in Film Inventory                                      0        5,000            0       35,000
                                                    ---------    ---------    ---------    ---------

Net Cash Used in Investing Activities                       0        5,000            0       35,000

FINANCING ACTIVITIES:
- ---------------------
     Proceeds of Loan                                       0       10,000            0            0
                                                    ---------    ---------    ---------    ---------

Net Cash Provided (Used) by Financing Activities            0       10,000            0            0

Net Change in Cash                                     (1,094)       1,150            0            0
Cash & Cash Equivalents at the
Beginning of Period                                     1,150            0            0            0
                                                    ---------    ---------    ---------    ---------

Cash & Cash Equivalents at the
End of Period                                       $      56    $   1,150    $       0    $       0
                                                    =========    =========    =========    =========




                       See Notes to Financial Statements.


                                       10




                          NEW SKY COMMUNICATIONS, INC.
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY




                                                                      ACCUMULATED
                                           COMMON STOCK                 DEFICIT
                          ------------------------------------------  -----------
                                                         CAPITAL IN EXCESS
                          NUMBER OF SHARES   PAR VALUE     OF PAR VALUE
                          ----------------   ---------     ------------

                                                              
December 31, 1992            142,736,923   $    14,274   $ 5,742,128   $(3,201,050)
Net Loss December 31, 1993          --            --            --        (846,795)
                             -----------   -----------   -----------   -----------

December 31, 1993            142,736,923        14,274     5,742,128    (4,047,845)
Net Loss December 31, 1994          --            --            --         (47,367)
                             -----------   -----------   -----------   -----------

December 31, 1994            142,736,923        14,274     5,742,128    (4,095,212)
Net Loss December 31, 1995          --            --            --        (138,734)
                             -----------   -----------   -----------   -----------

December 31, 1995            142,736,923        14,274     5,742,128    (4,233,946)
Net Loss December 31, 1996          --            --            --        (157,416)
                             -----------   -----------   -----------   -----------

December 31, 1996            142,736,923        14,274     5,742,128    (4,391,362)

Shares Issued For Services    48,000,000         4,800       190,200          --
Net Loss December 31, 1997          --            --            --        (456,562)
                             -----------   -----------   -----------   -----------

Balance December 31, 1997    190,736,923   $    19,074   $ 5,932,328   $(4,847,924)
                             -----------   -----------   -----------   -----------






                       See Notes to Financial Statements.

                                       11






                          NEW SKY COMMUNICATIONS, INC.
                         NOTES TO FINANCIAL STATEMENTS

A. Summary of Significant Accounting Policies:

1. REVENUE AND EXPENSE RECOGNITION: Revenue is recognized when earned rather
than when received. Expenses are charged to operations as incurred.

2. PROPERTY & EQUIPMENT are recorded on the basis of cost. Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets.Expenditures for renewals and betterments are capitalized. Expenditures
for repairs and maintenance are charged to operations as incurred. Gain or loss
upon sale or retirement due to obsolescence is reflected in the operating
results in the period the event takes place. Film production costs are
capitalized as film cost inventory and have been amortized using the
individual-film-forecast-computation method over the licensing period. Film
inventory consists of the following:




                              DEC. 31, 1997  DEC. 31, 1996  DEC. 31, 1995  DEC. 31, 1994
                              -------------  -------------  -------------  -------------

                                                                       
Films Released                 $  308,611     $  408,611     $  524,214     $  644,214
Films in Process                  915,277      1,029,712      1,029,712      1,029,712
Story rights & Scenarios           26,772         68,542         37,939         37,939
                               ----------     ----------     ----------     ----------
                                                                            
Total Film Inventory           $1,250,660     $1,506,865     $1,591,865     $1,711,865
                               ==========     ==========     ==========     ==========


                                                                           
B. Other Assets.                                            
                                                            
Other Assets consist of real estate mortgages held for investment and
unamortized organization costs. In 1996 management revised its estimate of the
recoverability of its investments resulting in a one time charge to earnings of
$55,556.

C. Income Taxes.

The Corporation has $4,735,663 in net operating loss carryovers available to
reduce future income taxes. These carryovers may be utilized through the year
2012. Generally Accepted Accounting Principles require the recognition of
deferred tax assets resulting from the future reduction in taxes as this net
operating loss is applied against future taxable income. Management has elected
not to recognize this asset due to its estimate of the uncertainty of the
realization of its future financial benefit.


                                       12







                      ITEM 9 - DISAGREEMENTS ON ACCOUNTING
                            AND FINANCIAL DISCLOSURE

None.


                                    PART III

            ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The names of the Directors and Executive Officers of the Company are as follows:

      NAME                    AGE                  POSITION
      ----                    ---                  --------

Carl R. Reynolds              50            Chairman of the Board
100 Caversham Woods                             President
Pittsford, NY 14534                        Chief Financial Officer



History of Officers and Directors:

Carl R. Reynolds: Chairman of the Board, President and Director of the Company.
Mr. Reynolds is an attorney and an accountant. He is a Director of FNB Rochester
Corp. and First National Bank of Rochester, Inc. He has been a Director and
officer of the Company since inception.

All Directors of the Company will hold office until the next annual meeting of
shareholders and until their successors have been duly elected and qualified.
The executive officers of the Company are elected by the Board of Directors and
hold office at the will of the Board. The Company has not held an annual meeting
since 1989 due to lack of funds to hold such a meeting.

The Company presently has no Executive Committee or Audit Committee.







                                     Page 13





                          ITEM 11 - EXECUTIVE COMPENSATION

The executives of the Company received compensation in the following amounts:




                                        ANNUAL          NON-CASH                  
      NAME                 YEAR   CASH COMPENSATION  COMPENSATION     LONG TERM
      ----                 ----   -----------------  ------------     ---------
                                                                                      
                                                                  
Carl R. Reynolds
President, Director        1997      $18,900.00         $50,000.00         None
                           1996      $13,000.00         $0                 None
                           1995      $10,000.00         $0                 None


                                                                  

    ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number and percentage of shares of Common
Stock beneficially owned by the directors and principal shareholders (those
owning more than 5% of the Company's outstanding Common Stock) of the Company
and any by all officers and directors as a group as of December 31, 1997.




                                       COMMON                 % COMMON
                                       SHARES                  SHARES
  NAME                                 OWNED                    OWNED
  ----                                 -----                    -----

                                                           
Carl R. Reynolds                     11,000,000                 5.7%
100 Caversham Woods
Pittsford, New York 14534

Charles M. LaLoggia                  22,050,000                11.5%
142 Beckwith Terrace
Rochester, New York 14610

All Officers & Directors
& Principal Shareholders
as a Group                           33,050,000                17.2%




            ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See ITEM 1 - BUSINESS.


                                     Page 14






                     ITEM 14 - EXHIBITS, FINANCIAL STATEMENT

                        SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

                                                                         Page(s)
    1.   Financial Statement Schedules:  For the years
         ended December 31, 1994, December 31, 1995,
         December 31, 1996 and December 31, 1997 in
         accordance with Rule 5.04 of regulation S-X.                     7 - 12
         All other schedules are omitted because they are not
         applicable or required information is shown in financial
         statements or notes thereto.

    2.     Exhibits

         1. Agreement dated July 31, 1997 with Starr Securities, Inc.
            (incorporated by reference from Company's Form 10Q for 
            September 30, 1997).

         2. Agreement dated November 7, 1996 with Charles M. LaLoggia
            (incorporated by reference from Company's Form 10Q for 
            March 31, 1997).

         3. Agreement dated July 2, 1996 with Frank LaLoggia (incorporated 
            by reference from Company's Form 10Q for June 30, 1996).

         4. Agreement dated May 12, 1997, between New Sky                  18-28
             Communications, Inc. and Syracuse Film Productions, LLC

    3. Financial Statement Schedules - The required schedules are filed herewith
       and incorporated by reference.

    4. Form 8-K - Form 8-K with Agreements dated April 18, 1997 with Charles M.
       LaLoggia, dated May 12, 1997 with Syracuse Productions, LLC, and dated
       June 16, 1997 with Colleen Tiffany was filed on June 16, 1997 with the
       S.E.C. and is incorporated herein by reference.



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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.



                          NEW SKY COMMUNICATIONS, INC.
                                  (Registrant)


                             By:/S/ CARL R. REYNOLDS
                                -----------------------------------------------
  APRIL 7, 1999                 President, Chief Financial & Accounting Officer
- ---------------
    (Date)                               (Signature and Title)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.



/s/ Carl R. Reynolds
- --------------------
      Director
(Signature and Title)


APRIL 7, 1999
- -------------
  (Date)







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