<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported) March 28, 1997
-----------------
AMERICAN ENTERTAINMENT GROUP, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-22174 83-0277375
-------- ------- ----------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation
or Organization)
160 Bedford Road, Suite 306
Toronto, Ontario Canada M5R 2K9
--------------------------------------------------
(Address of Principal Executive Offices, Zip Code)
(416) 920-1919
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 5 below
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNT.
Not applicable
Item 5. OTHER EVENTS.
The Registrant has entered into a letter of intent to acquire 100%
of the issued and outstanding shares of Telephonetics Overseas Corporation, a
private media holding company (TOC). The closing of the transaction, which is
presently scheduled for May 15, 1997, is subject to appropriate due diligence
by all parties, the completion of a "fairness opinion" for the benefit of the
Registrant, the arrangement of satisfactory financing for working capital for
TOC to a maximum of $500,000US to fund the TOC business plan for calendar
year 1997, the obtaining of the necessary regulatory approvals, if any, and
the approval of the definitive agreement for the acquisition. The terms of the
definitive agreement will provide, among other things, that the acquisition
price will be $1,250,000, payable in common shares of the Registrant at $4.00
per share, or 312,500 shares. These shares will be subject to a escrow
holdback provision on 50% of the common shares, pending the completion of the
TOC audit and verification of ownership of TOC assets. Finally, the President
and the General Counsel of TOC will continue as management of TOC and will
enter into appropriate employment agreements.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Not Applicable.
Item 8. CHANGE IN FISCAL YEAR.
Not Applicable.
Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN ENTERTAINMENT GROUP
By: /s/ Joel Wagman
---------------------------
Joel Wagman
Chairman
Dated: March 28, 1997
