As Filed with the Securities and Exchange Commission on February 14, 1997
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FIRST ENTERTAINMENT, INC.
(Exact name of Issuer as specified in its charter)
COLORADO 84-0974303
(State or other jurisdiction of (I.R.S. Employer
Identification No.)
incorporation or jurisdiction)
1380 Lawrence, Suite 1400, Denver, Colorado 80204
(Address of principal executive office) (Zip
Code)
FIRST ENTERTAINMENT OMNIBUS COMPENSATION PROGRAM
(Full title of plan)
A.B. Goldberg
1380 Lawrence, Suite 1400
Denver, Colorado 80204
(303) 592-1235
(Name, address, including zip code, and telephone number, including
area code, of agent for service of process)
The Commission is requested to send copies of all communications and notes to:
David J. Wagner, Esq.
David Wagner & Associates, P.C.
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
(303) 793-0304
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount Of
Securities To Be Offering Price Aggregate Registration
Be Registered Registered Per Share (1) Offering Price (1) Fee
COMMON SHARES 250,000 $0.50 $125,000 $100.00
$0.008 par value SHARES
OPTIONS TO PURCHASE 250,000 -0- -0- -0-
COMMON SHARES
TOTAL $100.00
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the First
Entertainment Omnibus Compensation Program dated January 15, 1997 (the "Plan")
required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as
amended (the Exchange Act), and the statement of availability of registrant
information, employee benefit plan annual reports and other information
required by Item 2 of Form S-8 will be sent or given to participants as
specified in Rule 428. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the Commission) either as part of this registration
statement on Form S-8 (the Registration Statement) or as prospectuses or
prospectus supplements pursuant to Rule 424. First Entertainment, Inc., a
Colorado corporation (the Registrant or the Company), will maintain a file
of such documents in accordance with the provisions of Rule 428. Upon request,
the Company shall furnish to the Commission or its staff a copy or copies of
all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:
a. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995; and
b. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996.
c. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996.
d The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1996.
e. The description of the common stock, par value $0.008 per
share (the Common Stock) of the Company as contained in Exhibits
to Item 14 of the Company's Annual Report on Form 10K for the
fiscal year ended December 31, 1993, file No. 0-15435.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed supplement to this Registration Statement or in any
document that is subsequently incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable. See Item 3(d) above.
Item 5. Interests of Named Experts and Counsel.
David Wagner & Associates, P.C., Attorneys at Law, special securities
counsel to the Registrant for the purpose of this Registration Statement, and
whose opinion as to the legality of the issuance of the Shares hereunder is
attached hereto as Exhibit 5, have been allocated, for past services and
pursuant to the Plan, a total of 15,000 shares, which have been registered in
this Plan.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation authorize the Board of Directors,
on behalf of the Company and without shareholder action, to exercise all of
the Company's powers of indemnification to the maximum extent permitted under
the applicable statute. Title 7 of the Colorado Revised Statutes, 1986
Replacement Volume ("CRS"), as amended, permits the Company to indemnify its
directors, officers, employees, fiduciaries, and agents as follows:
Section 7-109-102 of CRS permits a corporation to indemnify such persons
for reasonable expenses in defending against liability incurred in any legal
proceeding if:
(a) The person conducted himself or herself in good faith;
(b) The person reasonably believed:
(1) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best interests;
and
(2) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no reasonable
cause to believe that his or her conduct was unlawful.
A corporation may not indemnify such person under this Section 7-109-102 of
CRS:
(a) In connection with a proceeding by or in the right of the corporation
in which such person was adjudged liable to the corporation; or
(b) In connection with any other proceeding charging that such person
derived an improper benefit, whether or not involving action in an official
capacity, in which proceeding such person was adjudged liable on the basis
that he or she derived an improper personal benefit.
Unless limited by the Articles of Incorporation, and there are not such
limitations with respect to the Company, Section 7-109-103 of CRS requires
that the corporation shall indemnify such a person against reasonable expenses
who was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the person was a party because of his status with the
corporation.
Under Section 7-109-104 of CRS, the corporation may pay reasonable fees
in advance of final disposition of the proceeding if:
(a) Such person furnishes to the corporation a written affirmation of
the such person's good faith belief that he or she has met the Standard of
Conduct described in Section 7-109-102 of CRS;
(b) Such person furnishes the corporation a written undertaking,
executed personally or on person's behalf, to repay the advance if it is
ultimately determined that he or she did not meet the Standard of Conduct in
Section 7-109-102 of CRS; and
(c) A determination is made that the facts then known to those making
the determination would not preclude indemnification.
Under Section 7-109-106 of CRS, a corporation may not indemnify such
person, including advanced payments, unless authorized in the specific case
after a determination has been made that indemnification of such person is
permissible in the circumstances because he met the Standard of Conduct under
Section 7-109-102 of CRS and such person has made the specific affirmation and
undertaking required under the statute. The required determinations are to be
made by a majority vote of a quorum of the Board of Directors, utilizing only
directors who are not parties to the proceeding. If a quorum cannot be
obtained, the determination can be made by a majority vote of a committee of
the Board, which consists of at least two directors who are not parties to the
proceeding. If neither a quorum of the Board nor a committee of the Board can
be established, then the determination can be made either by the Shareholders
or by independent legal counsel selected by majority vote of the Board of
Directors.
The corporation is required by Section 7-109-110 of CRS to notify the
shareholders in writing of any indemnification of a director with or before
notice of the next shareholders' meeting.
Under Section 7-109-105 of CRS, such person may apply to any court of
competent jurisdiction for a determination that such person is entitled under
the statute to be indemnified from reasonable expenses.
Under Section 7-107(1)(c) of CRS, a corporation may also indemnify and
advance expenses to an officer, employee, fiduciary, or agent who is not a
director to a greater extent than the foregoing indemnification provisions, if
not inconsistent with public policy, and if provided for in the corporation's
bylaw, general or specific action of the Board of Directors, or shareholders,
or contract.
Section 7-109-108 of CRS permits the corporation to purchase and maintain
insurance to pay for any indemnification of reasonable expenses as discussed
herein.
The indemnification discussed herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under the Articles of
Incorporation, any Bylaw, agreement, vote of shareholders, or disinterested
directors, or otherwise, and any procedure provided for by any of the
foregoing, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of heirs, executors, and administrators of such a person.
Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expense
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits
[Asterisk (*) indicates exhibits incorporated by reference herein.
Exhibit Number Description
3.1 * Articles of Incorporation of the Company (incorporated by reference
to the Exhibits in Item 14 of the Company's Form 10K Annual Report
for the fiscal year ended December 31, 1993, filed with the Com-
mission, file no. 0-15435).
3.2* Bylaws of the Company (incorporated by reference to the Exhibits in
Item 14 of the Company's Form 10K Annual Report, filed for the
fiscal year ended December 31, 1993, filed with the Commission,
file no. 0-15435).
4.1 First Entertainment Omnibus Compensation Program, dated January 15,
1997.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of BDO Seidman, LLP, independent Certified Public
Accountants.
24.2 Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).
Item 9. Undertakings
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the formation set forth in
the registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bonafide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
2. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City and County of Denver, State of
Colorado, on this 12th day of February, 1997.
FIRST ENTERTAINMENT, INC.
By: //A.B. Goldberg
------------------
A.B. Goldberg
Principal Executive
and Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
A MAJORITY OF THE BOARD OF DIRECTORS
Dated: 2/12/97 By: //Burt Katz
----------------
Burton Katz
Director
Dated: 2/12/97 By: //A.B. Goldberg
----------------
A.B. Goldberg
Director
Dated: 2/12/97 By //Theodore Jacobs
----------------
Theodore Jacobs
Director
Dated: 2/12/97 By: //Nicholas Catalano
-------------------
Nicholas Catalano
Director
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FIRST ENTERTAINMENT, INC.
(Exact name of Issuer as specified in its charter)
E X H I B I T S
EXHIBIT INDEX
[Asterisk (*) indicates exhibits incorporated by reference herein.]
Exhibit
Number Description
3.1 * Articles of Incorporation of the Company (incorporated by reference
to the Exhibits in Item 14 of the Company's Form 10K Annual Report
for the fiscal year ended December 31, 1993, filed with the Com-
mission, file no. 0-15435).
3.2* Bylaws of the Company (incorporated by reference to the Exhibits in
Item 14 of the Company's Form 10K Annual Report, filed for the
fiscal year ended December 31, 1993, filed with the Commission,
file no. 0-15435).
4.1 First Entertainment Omnibus Compensation Program, dated January 15,
1997.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of BDO Seidman, LLP, independent Certified Public
Accountants.
24.2 Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).
EXHIBIT 3.1 *
Articles of Incorporation of the Company (incorporated by reference to the
Exhibits in Item 14 of the Company's Form 10-K Annual Report for the fiscal
year eneded December 31, 1993, filed with the Commission, file No.0-15435).
EXHIBIT 3.2*
Bylaws of the Company (incorporated by reference to the Exhibits in Item 14 of
the Company's Form 10K Annual Report, filed for the fiscal year ended December
31, 1993, filed with the Commission, file No. 0-15435).
EXHIBIT 4.1
First Entertainment Omnibus Compensation Program, Dated January 15, 1997
FIRST ENTERTAINMENT OMNIBUS COMPENSATION PROGRAM
THIS SERVICES STOCK COMPENSATION PLAN is adopted this 15th day of
January, 1997, by FIRST ENTERTAINMENT, INC., a Colorado corporation with its
principal place of business being located at 1380 Lawrence Street, Suite 1400,
Denver, Colorado 80204.
WITNESSETH:
WHEREAS, the Board of Directors of First Entertainment, Inc., (the
"Company") has determined that it would be to its advantage, and in its best
interests, to develop a program to grant certain consultants and advisors, as
well as certain employees the opportunity to purchase stock in the Company as
a result of compensation for their service; and
WHEREAS, the Board of Directors (the "Board") believes that the Company
can best obtain advantageous benefits by issuing stock and/ or granting stock
options to designated such designated individuals from time to time, although
these options are not to be granted pursuant to Section 422A and related
sections of the Internal Revenue Code as amended;
NOW THEREFORE, the Board adopts this as the First Entertainment Omnibus
Compensation Program (the "Program").
1.00 EFFECTIVE DATE AND TERMINATION OF Program
The effective date of the Program is January 15, 1997, which is the
day the Program was adopted by the Board. The Program will terminate on the
earlier of the date of the grant of the final common stock or option for last
common stock allocated under the Program or ten years from the date thereof,
whichever is earlier, and common stock and no options will be granted
thereafter pursuant to this Program.
2.00 ADMINISTRATION OF PROGRAM
The Program shall be administered by the Board, which may adopt such
rules and regulations for its administration as it may deem necessary or
appropriate, or may be administered by a Compensation Committee to be
appointed by the Board, to have such composition and duties as the Board may
from time to time determine.
3.00 ELIGIBILITY TO PARTICIPATE IN THE PROGRAM
3.01 Subject to the provisions of the Program, the Board, or its
designee, shall determine and designate, from time to time those consultants,
advisors, and employees of the Company, or consultants, advisors, and
employees of a parent or subsidiary corporation of the Company, to whom shares
are to be issued and/ or options are to be granted hereunder and the number of
shares to be optioned from time to time to any individual or entity. In
determining the eligibility of an individual or entity to receive shares or an
option, as well as in determining the number of shares to be issued and/or
optioned to any individual or entity, the Board, or its designee, shall
consider the nature and value to the Company for the services which have been
rendered to the Company and such other factors as the Board, or its designee,
may deem relevant.
3.02 To be eligible to be selected to receive shares or an option,
an individual must be a consultant, advisor or an employee of the Company or a
consultant, advisor, or an employee of the Company, or a parent or subsidiary
Corporation of the Company. The grant of common stock shall be confirmed by a
written agreement which shall be executed by the Company and the grantee as
promptly as practicable after such grant. More than one common stock agreement
may be granted to an individual or entity. Shares shall be issued directly to
such entities. The grant of each option shall be confirmed by a Stock Option
Agreement which shall be executed by the Company and the optionee as promptly
as practicable after such grant. More than one option may be granted to an
individual or entity. Shares under such options shall be issued directly to
such entities.
3.03 An option be granted to any individual or entity eligible
hereunder, regardless of his previous stockholdings.
3.04 The exercise price and option price (determined as of the
time the shares or option are granted) of the stock for which any person may
be granted shares or options under this Program (and all other Programs and
Plans of the Company) may be increased or reduced by the Board, or its
designee, from time to time.
4.00 NUMBER OF SHARES SUBJECT TO THE PROGRAM
4.01. The Board, prior to the time shall reserve for the purposes
of the Program a total of Two Hundred Fifty Thousand (250,000) of the
authorized but unissued shares of common shares of the Company, provided that
any shares as to which an option granted under the Program remains unexercised
at the expiration thereof may be the subject of the grant of further options
under the Program within the limits and under the terms set forth in Article
3.00 hereof.
5.00 PRICE OF COMMON SHARES
5.01. The initial and standard price per share of common stock to
be issued directly or by option shall be $0.50 per share but may be changed in
each case by the Board, or its designee, from time to time. If the share price
is changed, the Board, or its designee, shall determine the share price no
later than the date of the issuance of the shares and/ or the grant of the
option and at such other times as the Board, or its designee, deems necessary.
The Board shall have absolute final discretion to determine the price of the
common stock under the Program. In the absence of such specific determination,
the share price will be $1.00 per share.
6.00 SUCCESSIVE OPTIONS
Any option granted under this Program to an person may be exercisable
at such person's discretion while there is outstanding any other stock option
previously granted to such person, whether under this Program or any other
stock option Program of the Company.
7.00 PERIOD AND EXERCISE OF OPTION
7.01. Options granted under this Program shall expire on the first
to occur of the following dates whether or not exercisable on such dates: (i)
five (5) years from the date the option is initially granted; (ii) six (6)
months from the date the person ceases employment due to permanent and total
disability; (iii) the date of termination of employment for reasons other than
retirement, permanent and total disability or death, unless the Board
determines, in its sole discretion, that it would be in the best interest of
the Company to extend the options for a period not to exceed three (3) years;
or (iv) three (3) months from the date the employee retires with permission of
the Board.
7.02. Notwithstanding Section 7.01, any portion of any option which
has not become exercisable pursuant to Section 7.03 prior to the death of the
employee or termination of employment shall expire on the employee's date of
death or termination date, if termination is for reasons other than retirement
or total and permanent disability.
7.03. Any option granted under this Program may be immediately
exercised by the holder thereof. Such an option may be exercised in whole or
in part at the time it becomes exercisable or from time to time thereafter,
until the expiration of the option.
8.00 PAYMENT FOR OPTIONED SHARES
When a person holding an option granted under this Program exercises
any portion of the option he shall pay the full option price for the shares
covered by the exercise of that portion of his option within one (1) month
after such exercise. As soon as practicable, after the person notifies the
Company of the exercise of his option and makes payment of the required option
price, the Company shall issue such shares to the person.
9.00 RESTRICTIONS ON TRANSFER
9.01 No right or privilege of any person under the Program shall
be transferable or assignable, except to the person's personal representative
in the event of the person's death, and except as provided in Section 9.02,
options granted hereunder are exercisable only by the person during his life.
9.02 If an person dies holding outstanding options issued pursuant
to this Program, his personal representative shall have the right to exercise
such options only within one year of the death of the person.
10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
If and to the extent that the number of issued shares of common stock
of the Company shall be increased or reduced by change in par value, split-up
reclassification, distribution of a dividend payable in stock, or the like,
the number of shares subject to direct issuance or an option held by a person
and the option price per share shall be proportionately adjusted. If the
Company is reorganized or consolidated or merged with another corporation, the
person shall be entitled to receive direct issuance or options covering shares
of such reorganized, consolidated, or merged company in the same proportion,
at an equivalent price, and subject to the same conditions.
11.00 DISSOLUTION OR LIQUIDATION
Upon the dissolution or liquidation of the Company, the options
granted hereunder shall terminate and become null and void, but the person
shall have the right immediately prior to such dissolution or liquidation to
exercise any options granted and exercisable hereunder to the full extent not
before exercised.
12.00 BINDING EFFECT
This Program shall inure to the benefit of and be binding upon the
Company and its employees, and their respective heirs, executors,
administrators, successors and assigns.
13.00 ADOPTION OF Program
This Program has been duly adopted by the Board of Directors of the
Company as of January 15, 1997.
14.00 NOTICES
Any notice to be given to the Company under the terms of this
Program shall be addressed to such address as is set forth on the first page
hereof.
IN WITNESS WHEREOF, the Company has caused this Program to be executed on
its behalf by its President, to be sealed by its corporate seal, and attested
by its Secretary effective the day and year first above written.
First Entertainment, Inc.
By ///A.B. Goldberg///
A.B. Goldberg, President
ATTEST:
Cynthia Jones
Cynthia Jones, Secretary
(SEAL)
EXHIBIT 5 and 24.2
Opinion of Counsel, David Wagner & Associates, P.C.
DAVID WAGNER & ASSOCIATES, P.C.
Attorneys and Counsellors At Law
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
Telephone (303) 793-0304
Facsimile (303) 771-4562
Febraury 11, 1997
Board of Directors
First Entertainment, Inc.
1380 Lawrence Street
Suite #1400
Denver, Colorado 80204
Gentlemen:
Opinion of Counsel
We have acted as counsel to First Entertainment, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") covering registration under the Securities
Act of 1933, as amended, of the 250,000 shares of the Company's common stock,
$0.008 par value per share (the "Shares") and Options to Purchase 250,000
common shares, pursuant to the First Entertainment Omnibus Compensation
Program Dated January 15, 1997, (the "Plan"). As such, we have examined the
Registration Statement, the Company's Articles of Incorporation and Bylaws, as
amended, and minutes of meetings of its Board of Directors.
Based upon the foregoing, and assuming that Shares will be issued as set
forth in the Plan, and Registration Statement, at a time when effective, and
that there will be full compliance with all applicable securities laws
involved under the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated pursuant to
said Acts, and in those states in which the Shares may be sold, we are of the
opinion that, upon issuance of the Shares according the Registration Statement
and receipt of the consideration to be paid for the Shares, the Shares will be
validly issued, fully paid and nonassessable shares of Common Stock of the
Company. This opinion does not cover any matters related to any re-offer or
re-sale of the Shares by the Plan Beneficiary, once issued pursuant to the
Plan as described in the Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise referred
to for any other purpose without our prior written consent. This opinion is
based on our knowledge of the law and facts as of the date hereof. We assume
no duty to communicate with the Company in respect to any matter which comes
to our attention hereafter.
Consent:
We consent to the use of this opinion as an exhibit to the Form S-8
Registration Statement and to the reference to our firm in the Form S-8
Registration Statement.
Very truly yours,
DAVID WAGNER & ASSOCIATES, P.C.
EXHIBIT 24.1
Consent of BDO Seidman, LLP, independent Certified Public Accountants
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
First Entertainment, Inc.
Denver, Colorado
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated March
29, 1996, relating to the consolidated financial statements of First
Entertainment, Inc. appearing in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1995.
(Signed manually)
BDO Seidman, LLP
Denver, Colorado
February 7, 1997
EXHIBIT 24.2
Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).
February 11, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
RE: First Entertainment , Inc. (A Colorado Corporation)
Gentlemen:
First Entertainment , Inc. (the Registrant), pursuant to Rule 437 under the
Securities Act of 1993, hereby makes written application to dispense with the
written consent of Mitchell, Finley & Company, P.C. (Mitchell) in connection
with the registration statement on Form S-8 attached hereto.
Mitchell audited the financial statements of the Registrant as of and for the
fiscal year ended December 31, 1994.
Effective January 1, 1996, Mitchell combined its practices with BDO Seidman
Board expired on May 31, 1996. Accordingly, the firm can no longer practice
under the name Mitchell, Finley & Company, P.C.
Please advise the undersigned immediately (1) if this application under Rule
437 is granted and (2) whether the obligation to furnish a letter from the
former accountants as an exhibit to Form 8-K will also be waived.
Sincerely,
A.B. Goldberg
