UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM 8-K/A 2
Current Report Pursuant to
Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 25, 1996
First Entertainment, Inc.
(Exact name of registrant as specified in its charter.)
Colorado 0-15435 84-0974303
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporated or organization) File No.)
Identification No.)
1380 Lawrence Street, Suite 1400
Denver, Colorado 80204
(Address of principal executive offices zip code)
(303) 592-1235
(Registrant's telephone number, including area code)
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.
See Item 5
Item 2. Acquisition or Disposition of Assets.
See Item 5
Item 3. Bankruptcy or Receivership.
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
The Registrant has acquired certain assets from Balzac, Inc.
("Balzac"), a private company which manufactures and
distributes toys, including a product line of toy balls. These
assets consist of inventory and contract rights. These rights
consist of the following: 1.Atlanta Distributorship for the
Olympics; 2. Jason Carson Employment Agreement; 3. Interest in
the Joseph Gabriel Secrets of Magic; 4. Distributor of Balzac,
Inc. in Japan (Per Mitsui Agreement); 5. The World of Balzac
animated TV show, as presently covered by the Second City
Agreement; and, 6. Five additional Balzac venues, the locations
to be determined by Balzac over the next 18 months.
In exchange for the inventory and the above-mentioned rights,
The Registrant has issued 1,100,000 shares of the Registrant's
restricted Common Stock. Further, in consideration of the
acquisition, the Registrant agreed to grant: a stock option to
Balzac to purchase 750,000 common shares of the Registrant at a
price of $11.00, exercisable for a period of five years from
the date of grant; and, a stock option to Balzac to purchase
750,000 common shares of the Registrant at a price of $19.00,
exercisable for a period of five years from the date of the
grant. In addition, the Registrant and Balzac agreed to
negotiate additional stock options for Balzac to purchase
750,000 common shares of the Registrant at a price of $28.00
and to purchase 750,000 common shares of the Registrant at a
price of $38.00, at such time and upon such terms and
conditions as the parties may mutually agree. Registrant
agreed that it will not enter into any agreement, including but
not limited to the dilution of its common shares, or any other
action that may materially affect the common shares of the
Registrant without first odtaining the written consent of
Balzac, which consent shall not be unreasonable withheld.
If and whenever additional common shares shall be issued
by the Registrant, then the number of common shares subject
to the options herein shall be proportionately adjusted so
that Balzac's relative position in the Registrant will not
be diluted. finally, as a part of this Agreement, Balzac
shall have the right to name two persons to the Registrant's
Board of Directors as long as Balzac owns any common sharesin
the Registrant. In addition, the Company acquired an exclusive
license agreement for the sale of Balzac products in Australia
for $800,000. The $800,000 is payable over five years based
upon a formula of 60% of net profits from the sale of Balzac
products.
Item 6. Resignation of Registant's Directors.
As a part of the Agreement discussed herein, Mr Harvey
Rosenburg has tendered his resignation from the Board of
Directors. A copy of his resignation is attached hereto.
As of the date of this filing, the vacancy has not been filled.
Further, Balzac has not named any Director to the Registrant's
Board of Directors.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
The following proforma balance sheet assumes that the assets acquired in Item 5
above had been acquired on March 29, 1996.
The following table represents the Balance Sheet of the Registrant as of
March 29, 1996 as if the acquistions described in item 5 had occured on
March 29, 1996.
<TABLE>
Proforma Balance Sheet
Post Balance Sheet Acquisitions
March 29, Acquisition BALZAC
1996 Radio Station Inventory Rights Australia
Historical Property
<S> <C> <C> <C> <C> <C>
Assets
Cash $79,923
Trade accts.
Rec. 83,413
Acct. Rec
Other 160,537
Acct. Rec.
Related 0
Inventory 23,762 1,000,000
Other
Current
Asset 18,629
-------
Total
Current
Assets 366,264
Property
and
Equipment 2,495,687 425,000
Accum.
Deprn (2,158,108)
Invest-
ments 0
License
and
Goodwill
(net) 876,811
Other
Intangibles 0 600,000 800,000
Other Non-
Current
Asset (2,049)
----------------------------------------------------------
Total
Asset $1,578,605 $425,000 $1,000,000 $600,000 $800,000
======================================================
Liabil-
ities and
Stock-
holder's
Equity
Notes
Payable
and
Current
Portion
of LTD $855,783
Notes
Payable,
Related
Party 13,167
Accounts
Payable 69,188
Accured
Interest 309,237
Accured
Liabil-
ities 62,758
Accured
Liabil-
ities
Related
Parties 0
Net
Liabil-
ities
of Dis-
continued
Operations 0
----------
Total
Current
Liabil-
ities 1,310,133
Long
Term Dept 61,042 150,000 800,000
---------
Total
Liabil-
ites 1,371,175 150,000 0 800,000
Preferred
Stock 242 275
Common
Stock 20,745 4,000 4,800
APIC 11,264,363 274,725 996,000 595,200
Retained
Earnings (10,375,781)
Defered
Compensation (217,315)
Treasury
stock (484,824)
------------
Total
Stockholders
Equity
(Deficit) 207,430 275,000 1,000,000 600,000
----------------------------------------------------------
$1,578,605 $415,000 $1,000,000 $600,000 $800,000
</TABLE>
<TABLE>
Indian Proforma Balance
Japan 12/31/95
<S> <C> <C>
Assets
Cash $79,923
Trade Accounts Rec. 83,413
Trade Rec. Other 160,537
Acct. Rec. Related 0
Inventory 1,023,762
Other Current Assets 18,629
Total Current Assets 366,264
Property and Equipment 2,920,687
Accum Deprn. (2,158,108)
Investments 0
License and Goodwill 876,811
Other Intangibles 300,000 1,700,000
Other Noncurrent Assets (2,049)
-------------------------------
Total Assets $300,000 $4,403,605
TotaLiabilities and
Stockholders Equity
Notes Payable and
Current Portion of LTD $855,783
Notes Payable, Related
Party 13,167
Accounts Payable 69,188
Accrued Interest 309,237
Accrued Liabilities 62,758
Accrued Liabilities
Related Parties 0
Net Liabilities of
Discontinued Operations 0
Total Current Liabiliti 1,310,133
Long Term Debt 1,011,042
Total Liabilities 2,321,175
Preferred Stock 300 817
Common Stock 29,545
APIC 299,700 13,429,988
Retained Earnings (10,375,781)
Defered Compensation (217,315)
Treasury Stock (484,824)
-----------
Total Stockholders
Equity (Deficit) 300,000 2,382,430
------------------------------------
Total Liab. and
Stockholders Equity $300,000 $4,403,605
====================================
</TABLE>
Item 8. Change in Fiscal Year.
Not Applicable
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 autorized.
FIRST ENTERTAINMENT, INC.
By:A.B. Goldberg
A.B. Goldberg President
Dated: April 19, 1996
</TEXT
