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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event) September 1, 1996
FIRST COLONIAL VENTURES, LTD.
(Exact name of registrant as specified in its charter)
UTAH BDC 814-178 87-0421903
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6151 West Century Boulevard, Suite 1018, Los Angeles, CA 90045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 642-0200
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS:
(a) Registrant formed a non-public, wholly-owned investee, First Colonial
Studios, Inc., a Nevada corporation, ("FCSI") on November 12, 1996, for the
purpose of acquiring by asset purchase specific assets and liabilities
comprising substantially all of the business operations of Acclaim Studios, LLC,
a California limited liability company ("Acclaim"). FCSI also acquired Acclaim's
consent and separately negotiated for the purchase of assets with LCA, a
Division of Associates Commercial Corporation ("LCA"), Sony Electronics, Inc.
("Sony"), and Charter Financial, Inc. ("Charter"), secured lessors and
installment creditor of Acclaim, respectively, whose leases and installment
notes were in default. FCSI's purchase agreement with Acclaim was signed in
December 1996, effective September 1, 1996. Agreements with Sony and Charter
were signed in January and February, 1997. Agreements with LCA have not been
concluded at this date.
The assets acquired from Acclaim included electronic equipment, furnishings,
leasehold improvements, cash, accounts receivable, inventory and supplies,
customer contracts, and intangible assets. Acclaim liabilities in the
approximate amount of $130,000 were also assumed. Consideration given was
180,000 shares of Registrant's unregistered common stock, par value $.001 per
share. The amount of consideration given was determined by negotiation with
Acclaim members based upon the going concern value of the assets acquired, and
the total value of consideration given was deemed to be approximately $700,000
based upon the value of the net assets acquired and the market value of
Registrant's common stock at September 1, 1996. Consideration given for the
separate purchase of assets from secured lessors and installment creditor of
Acclaim is expected to be approximately $518,000, consisting of new leases and
installment notes, executed by FCSI. The amount of consideration expected to be
given to secured creditors was determined by negotiation with the creditors
based on used equipment values.
(b) Acclaim was in the business of video production. The assets acquired from
Acclaim and its creditors will be used by FCSI for the same purpose.
The Acclaim unaudited balance sheet as of August 31, 1996, and statements of
operations and members' capital for its initial six months then ended are
attached.
FIRST COLONIAL VENTURES, LTD.
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(Registrant)
By: /s/ Murray W. Goldenberg
---------------------------
Murray W. Goldenberg, C.A.
Chairman
Date: May 1, 1997
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ACCLAIM STUDIOS, LLC
Balance Sheet (Unaudited)
August 31, 1996
<TABLE>
<CAPTION>
ASSETS
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<S> <C>
Current Assets:
Cash $ 29,697
Accounts receivable 84,970
Supplies 1,853
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Total Current Assets 116,520
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Property and Equipment:
Video equipment 1,152,286
Office furniture and equipment 32,689
Leasehold improvements 27,143
Accumulated depreciation (455,882)
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Net Property and Equipment 756,236
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Total Assets $ 872,756
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LIABILITIES AND MEMBERS' CAPITAL
--------------------------------
Current Liabilities:
Accounts payable $ 9,848
Accrued salaries 7,000
Sales tax payable 6,063
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Total Current Liabilities 22,911
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Long-Term Liabilities:
Charter Financial, Inc. 243,579
LCA 348,686
Sony Electronics, Inc. 102,034
US SBA 84,188
WFC Ventures 49,167
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Total Long-Term Liabilities 827,654
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Members' Capital 22,191
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Total Liabilities and Members' Capital $ 872,756
==========
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ACCLAIM STUDIOS, LLC
Statements of Operations and Members' Capital (Unaudited)
For the Initial Six Months Ended August 31, 1996
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<S> <C>
Revenues $428,686
Operating expenses 440,522
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Loss from operations (11,836)
Members' Capital - opening balance --
Member capital contributions 34,027
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Members' Capital - August 31, 1996 $ 22,191
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