United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
SEC File Number
(0-15435)
(Check One)(X)Form 10-K( )Form 20-F( )Form 11-K( ) Form 10-
Q( )Form N-SAR
Cusip Number
(320080 20 3)
For Period Ended: 12/31/96
( )Transition Report on Form 10-K
( )Transition Report on Form 20-F
( )Transition Report on Form 11-K
( )Transition Report on Form 10-Q
( )Transition Report on Form N-SAR
For the Transition Period
Ended:_________________________________________
(Nothing in this form shall construed to imply that the
Commission has verified any information contained herein.)
If the notification related to a portion of the filing
checked above, identify the Item(s) to which the
notification relates:
____________________________________________________________
_________________
Part I-Registrant Information
First Entertainment Inc.
(Full Name of Registrant)
(Former Name if Applicable)
1380 Lawrence St. Suite 1400
(Address of Principal Executive Office )
Denver, CO 80204
(City, State and Zip Code)
Part II-Rules 12b-25(b) and (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should
be completed.(Check box if appropriate)
(a) The reasons described in reasonable detail in
Part III of this form could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form 20-F, 11-K or
Form N-SAR, or portion thereof. will be filed on or before
the fifteenth calendar day following the prescribed due
date;or the subject quarterly report of transition report on
Form 10-Q, or portion thereof will be filed on or before the
fifty calendar day following the prescribed due date;and
(c) The accountant's statment or other exhibit
required by Rule 12b-25(c) has been attached if applicable.
Part III-Narrative
State below in reasonable detail the reasons why Forms 10-
K,20-F,11-K,10-Q,
N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
The Company is currently negotiating a recission agreement
for a previous acquisition and such negotiations have not
yet produced a settlement agreement.
Part IV-Other Information
(1) Name and telephone number of person to contact in regard
to this notification
(Name) (Area Code) (Telephone Number)
A.B. Goldberg 303 592-1235
(2) Have all other periodic reports required under Section
13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the
Investment Company
Act of 1940 during the preceeding 12 months or for such
shorted period that
the registrant was required to file such report(s) been
filed? If answer is
no, identify report(s) (x)Yes ( )No
____________________________________________________________
(3) Is is anticipated that any significant change in
results of operations
from the corresponding period for the last fiscal year will
be reflected by the
earnings statements to be included in the subject report or
portion thereof?
( )Yes (x)No
If so, attach an explation of the anticipaed change, both
narratively and
quantitatively, and if apprpopriate, state the reasons why a
reasonable
estimate of the results cannot be made.
____________________________________________________________
First Entertainment Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by
the undersiged
hereunto duly authorized.
Date 3/27/97 By /s/:A.B. Goldberg
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