PEACHES ENTERTAINMENT CORP
10-K/A, 1995-08-02
RECORD & PRERECORDED TAPE STORES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                              --------------------

                                   FORM 10-K/A

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of l934


      For the fiscal year ended April 1, 1995 Commission File No. 0-12375


                        PEACHES ENTERTAINMENT CORPORATION
             (Exact name of registrant as specified in its charter)

        Florida                                      59-2166041
 (State or other jurisdiction of                  (I.R.S. Employer
  incorporation or organization)                 Identification No.)

              3451 Executive Way, Miramar, Florida       33025
   (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code:    (305) 432-4200

Securities registered pursuant to Section 12(b) of the Act:      None

Securities registered pursuant to Section 12(g) of the Act:

               Common Stock, par value $.01 per share

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 l934 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    |X|         NO     |_|

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-K or any amendment to this
Form 10-K.

                          YES    |_|          NO    |X|

The  aggregate  market  value  (based on the average high and low, bid and asked
prices) of the voting stock held by  non-affiliates of the registrant was, as of
May 30, 1995, approximately $377,800.

At May 30,  l995,  the  registrant's  transfer  agent  reported  as  issued  and
outstanding:

                        19,781,270 Shares of Common Stock



<PAGE>








                             PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

                                                                        Page
                                                                        ----
         1.   Consolidated Financial Statements                         
                                                                        
              Independent Auditors' Report                                14
                                                                        
              Peaches Entertainment Corporation                         
              Financial Statements:                                     
                                                                        
                Balance sheets as of April 1, 1995                      
                and April 2, 1994.                                        15
                                                                        
                Statements of operations for each                       
                of the years in the three year                          
                period ended April 1, 1995.                               16
                                                                        
                Statements of shareholders'                             
                equity for each of the years                            
                in the three year period ended                          
                April 1, 1995.                                            17
                                                                        
                Statements of cash flows for                            
                each of the years in the three                          
                year period ended April 1, 1995.                          18
                                                                        
                Notes to financial statements.                            20
                                                              

         2.   Financial Statement Schedules

              Schedules have been omitted which are not
              applicable or where the required information
              is shown in the financial statements or the
              notes thereto.

         3.   Exhibits.

Exhibit No.
- -----------

3.1      Articles of Incorporation of Peaches Entertainment  Corporation ("PEC")
         dated March 3, 1982,  incorporated  by  reference to Exhibit No. 3.3 to
         URT  Industries',  Inc.  ("URT") and PEC's  Registration  Statement No.
         2-81065.


                                      -39-

<PAGE>








3.1-1    Amendment to PEC's  Articles of  Incorporation  dated January 17, 1983,
         incorporated  by  reference  to  Exhibit  No.  3.3-1 to URT's and PEC's
         Registration Statement No. 2-81065.

3.2      By-Laws of PEC  incorporated  by  reference to Exhibit No. 3.4 to URT's
         and PEC's Registration Statement No. 2-81065.

3.3      Form of Amendment to PEC's Articles of  Incorporation,  incorporated by
         reference  to  Exhibit  No.  3.5 to PEC's  Registration  Statement  No.
         2-81065.

10.35    Lease dated July 1, 1984  between  Shirley Wolk and PEC  applicable  to
         North Miami  Beach,  Florida  premises,  incorporated  by  reference to
         Exhibit No. 13.46 to URT's Registration Statement No. 2-63747.

10.36    Lease dated December 13, 1984 between Allan Wolk and Sheffield Wolk and
         PEC applicable to Orlando, Florida premises,  incorporated by reference
         to Exhibit No. 13.47 to URT's Registration Statement No. 2-63747.

10.40    Amendment  to Lease  dated  February  25, 1986  between  Allan Wolk and
         Sheffield  Wolk  and  PEC  applicable  to  Orlando,  Florida  premises,
         incorporated  by  reference  to Exhibit  No.  10(ss) to URT's Form 10-K
         Annual Report for the year ended March 29, 1986.

10.47    Indemnification  Agreement  dated May 22, 1989  between  Allan Wolk and
         PEC,  incorporated  by  reference  to Exhibit  10.47 to PEC's Form 10-K
         Annual Report dated June 27, 1989.

10.48    Indemnification  Agreement  dated May 22, 1989 between David  Jackowitz
         and PEC,  incorporated by reference to Exhibit 10.48 to PEC's Form 10-K
         Annual Report dated June 27, 1989.

10.50    Indemnification  Agreement  dated May 22,  1989  between Ann Krouse and
         PEC,  incorporated  by  reference  to Exhibit  10.50 to PEC's Form 10-K
         Annual Report dated June 27, 1989.

10.54    Lease dated December 22, 1989 between Sunbeam Properties,  Inc. and PEC
         applicable to Miramar,  Florida premises,  incorporated by reference to
         Exhibit 10.54 to PEC's Form 10-K Annual Report dated June 27, 1991.

                                      -40-

<PAGE>








10.57    Management  and  Intercorporate  Agreement  dated as of March 29,  1993
         between URT and PEC,  incorporated by reference to Exhibit  10(dddd) to
         URT's Form 10-K Annual Report dated June 25, 1993.

10.58    Amended and Restated  Employment  Agreement,  dated  December 14, 1994,
         between David  Jackowitz and PEC,  incorporated by reference to Exhibit
         10(ffff) to URT's Form 10-K Annual Report dated June 29, 1995.

10.59    Agreement  dated as of October 1, 1994 to Mangement and  Intercorporate
         Agreement  dated May 29,  1993  between  URT and PEC,  incorporated  by
         reference  to Exhibit  10(iiii) to URT's Form 10-K Annual  Report dated
         June 29, 1995.

27       Financial Date Schedule.*

  (b)    Reports on Form 8-K.

               None.






- ----------

*    This Form  10-K/A is being  submitted  for the  purpose  of  including  the
     Financial  Data  Schedule  ("FDS")  (Exhibit 27) which was omitted from the
     Form 10-K for the indicated  period.  Other than  inclusion of such FDS and
     adding the appropriate  cross-reference  to the FDS in Item 14 above, there
     are no changes to the Form 10-K or the exhibits thereto.  Page numbers have
     been left as in the Form 10-K, dated June 29, 1995, for the purpose of ease
     of cross-reference.


                                      -41-

<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.

                                PEACHES ENTERTAINMENT CORPORATION


                                By:      s/Allan Wolk
                                    ---------------------
                                         Allan Wolk,
                                    Chairman of the Board
                                        and President

Dated:   August 1, 1995


     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 dates indicated.

                   Title                            Date
                   -----                            ----


By:           s/Allan Wolk                         August 1, 1995
              ----------------------------
              Allan Wolk,
              Chairman of the Board
                and President
              (Principal Executive
              Officer) and Director


By:           s/David Jackowitz                    August 1, 1995
              ----------------------------
              David Jackowitz, Treasurer
              (Principal Financial and
              Accounting Officer) and
              Director


By:           s/Brian Wolk                         August 1, 1995
              ----------------------------
              Brian Wolk,
              Director

By:           s/Jason Wolk                         August 1, 1995
              ----------------------------
              Jason Wolk,
              Director

                                      -42-



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<INCOME-CONTINUING>                                          (1,995,408)
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