UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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BIGSTAR ENTERTAINMENT, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
089896104
(CUSIP Number)
September 9, 2000
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 5 pages)
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SCHEDULE 13G
CUSIP No. 089896104 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Mark A. Riely
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 28,200
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 163,200
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 28,200
8 SHARED DISPOSITIVE POWER
163,200
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,400
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
12 TYPE OF REPORTING PERSON*
IN
(Page 2 of 5 pages)
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The Schedule 13D filed on March 8, 2000 is amended to report that Mark A. Riely
holds five percent or less of the common stock of BigStar Entertainment, Inc.,
as follows:
"Item 1(a). Name of Issuer:
BigStar Entertainment, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
19 Fulton Street, 5th Floor
New York, NY 10038
Item 2(a). Name of Person Filing:
This statement is filed by:
Mark A. Riely ("Riely") with respect to the shares of Common Stock, par
value $.001 per share ("Common Stock") of the Company which may be deemed to be
beneficially owned by Riely, including 28,200 shares of Common Stock owned of
record by Riely, and 163,200 shares of Common Stock owned by Media Group
Investors, L.P. which has a sole general partner, Media Group Management, Inc.,
of which Riely is a 75% shareholder.
Item 2(b). Address of Principal Business Office, or, if None, Residence:
The address of Riely is 260 West Broadway, Suite 2-D, New
York, New York 10013.
Item 2(c). Citizenship:
Riely is a United States citizen.
Item 2(d). Title of Class of Securities:
This statement relates to the Company's Common Stock, par
value $.001 per share.
Item 2(e). CUSIP Number:
089896104
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person is a:
(a) Broker or dealer registered under Section 15 of the Act,
(b) Bank as defined in Section 3(a)(6) of the Act,
(c) Insurance Company as defined in Section 3(a)(19) of the Act,
(d) Investment Company registered under Section 8 of the Investment Company
Act,
(e) Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
(f) Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F),
(g) Parent Holding Company or control person in accordance with Rule
13d-1(b)(1)(ii)(G),
(h) Savings Association as defined in Section 3(b) of the Federal Deposit
Insurance Act,
(Page 3 of 5 pages)
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(i) Church Plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act.
(j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c) check this box. |X|
Item 4. Ownership.
(a) Amount beneficially owned: 191,400
(b) Percent of class: 1.9%
(c) (i) Sole power to vote or direct the vote: 28,200
(ii) Shared power to vote or direct the vote: 163,200
(iii) Sole power to dispose or direct the disposition: 28,200
(iv) Shared power to dispose or direct the disposition: 163,200
As of September 9, 2000 Riely has the sole power to vote and
dispose of 28,200 shares of Common Stock owned of record by Riely, and 163,200
shares of Common Stock owned by Media Group Investors, L.P. which has a sole
general partner, Media Group Management, Inc., of which Riely is a 75%
shareholder.
Item 5. Ownership of Five Percent or Less or a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ X ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Riely hereby makes the following certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect."
(Page 4 of 5 pages)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 10, 2000
/s/ Mark A. Riely
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Mark A. Riely
(Page 5 of 5 pages)
