FIRST ENTERTAINMENT INC
10QSB/A, 1997-05-02
AMUSEMENT & RECREATION SERVICES
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              SECURITIES AND EXCHANGE COMMISSION
                     Washington ,D.C.   20549
                            FORM 10-QSB
  

            QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended  September 30, 1996   Commission File Number 0-15435


                   FIRST ENTERTAINMENT, INC.
	
(Exact name of registrant as specified in its charter)



   COLORADO                                 84-0974303
	
 (State or other jurisdiction     I.R.S. Employer Identification No.
of incorporation or organization)  

   1380 Lawrence Street, Suite 1400, Denver, Colorado  80204
	
 (Address of principal executive offices)       (Zip code)

Registrant's telephone number, including area code      (303) 592-1235  

	
 (Former name, former address and former fiscal year, if changed since 
last report.)   

Indicate by check whether the registrant (1) has filed  1)  Yes      
X__
 all reports required to be filed by Section 13 or 15(d) 
of the Securities Exchange Act of 1934 during the    2)  Yes      X__
preceding 12 months (or for such shorter period that 
the registrant was required to file such reports), and
(2) has been subject to such filing requirements for 
the past 90 days. 

Indicate the number of shares outstanding of each of the issuer's 
classes
of stock, as of the latest practicable date.

                                         Number  of  Shares
  Class                              Outstanding at September 30,1996
	
   Common stock, $.008 par value             4,947,163    shares



FIRST ENTERTAINMENT, INC
FORM 10-QSB QUARTERLY REPORT
TABLE OF CONTENTS




PART I - FINANCIAL INFORMATION
    ITEM 1. Consolidated Financial Statements

    Consolidated Balance Sheet as of September 30,1996
    (Unaudited) and December 31, 1995	


    Consolidated Statements of Operations (Unaudited)  
    for the nine months and the three months ended September 30, 1996
and 1995 


    Consolidated Statements of Cash Flows  (Unaudited)
    for the nine months ended September 30, 1996 and 1995	


    Notes to Consolidated Financial Statements (unaudited)	


    ITEM 2.  Management's Discussion and Analysis of
    Financial Condition and Results of Operations	

PART II - OTHER INFORMATION

    Items 1 through 6

    SIGNATURE



<TABLE>
<CAPTION>
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 (Unaudited)



                                      September 30,       December 31,
                                          1996                1995  
ASSETS
<S>                                       <C>            <C>
CURRENT ASSETS
Cash and cash equivalents               $  50,208       $  71,488
Trade accounts receivable, net
    of allowance                           82,485          89,203
Accounts receivables other                169,611         145,778
Notes receivable, related parties                         100,000
Notes receivable, officer                  10,000               0
Inventories                                72,580          22,234
Other current assets                       19,536          18,911
- -----------------------------------------------------------------
                                          404,420         447,614
  ------------------------------------------------------------------
PROPERTY AND EQUIPMENT
   Master Tape Library                  1,497,399       1,497,399
   Machinery, production and 
     other equipment                      519,505         519,505
   Radio station land and building        425,000
   Furniture and equipment                174,598         168,449
   Leasehold improvement                  170,213         170,213
   Condominium                             57,626          57,626
   Transportation                          37,370          37,370
   Film cost inventory                    103,428         103,428
- ------------------------------------------------------------------
                                        2,985,139       2,553,990
Less Accumulated Depreciation  	        2,338,680       2,162,103
- ------------------------------------------------------------------
                                          646,459         391,887
- ------------------------------------------------------------------

OTHER ASSETS
License and distribution rights,
   net of accumulated
    amortization of $504,831  
     and $357,941                       1,645,552         892,441 
Investments and other                     411,000             956
Noncurrent inventory                      950,000               0
- ------------------------------------------------------------------
	                                       3,006,552         893,397
- ------------------------------------------------------------------

TOTAL ASSETS                         $  4,057,431     $ 1,732,898
=================================================================
</TABLE>  
                      
<TABLE>
                                       September 30,    December 31,
                                           1996             1995     
LIABILITIES AND STOCKHOLDERS' EQUITY:
<S>                                        <C>             <C>  
CURRENT LIABILITIES
Notes payable and current 
   portion of long term debt             $ 863,040       $ 923,048
Notes payable, related parties                   0          13,167
Accounts payable                            54,092          63,268
Accrued interest                           336,276         325,185
Accrued liabilities                         67,764         122,830
Net liabilities of discontinued
 operations                                      0         297,565
- ------------------------------------------------------------------
Total current liabilities                1,321,172       1,745,063
- ------------------------------------------------------------------

LONG TERM DEBT, NET OF CURRENT PORTION   1,002,690          54,281
- --------------------------------------------------------------------

STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value;
 authorized 
   5,000,000 shares; 
   Class A preferred stock, 10,689 
 shares issued and outstanding                 10               10
   Class B preferred stock, no 
     shares issued                              0              232
   Class C preferred stock, 125,000
    shares issued and outstanding             125                0 
Common stock, $.008 par value;
 authorized 6,250,000 shares; 
 5,024,288 shares issued 
 at September 30, 1996                     40,144           21,052
Capital in excess of par value	        13,321,256       11,227,696
Accumulated deficit                   (10,983,010)     (10,567,547)
Deferred compensation                    (160,132)        (263,065)
Treasury stock, at cost
 (77,125 shares)                         (484,824)        (484,824)
- ------------------------------------------------------------------
                                        1,733,569          (66,446)
- ------------------------------------------------------------------

Total liabilities and stockholders
  equity                              $  4,057,431      $1,732,898
=================================================================
</TABLE>


"See accompanying notes to consolidated financial statements."
[CAPTION]
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
               For the three months ended    For the nine months ended
              September 30,  September 30,  September 30, September 30, 	
                  1996            1995          1996         1995
<S>             <C>           <C>           <C>         <C>     
REVENUE: 
 Live 
  Entertainment $ 288,079     $ 236,642     	$ 908,611	   $ 752,931
 Radio            192,846       177,877	       525,893     498,603
 Video             50,165        25,947	       105,329      30,967
 Other              6,194        12,667	        32,861      34,515
- -----------------------------------------------------------------
                  537,284       453,133     1,572,694	   1,317,016
- -----------------------------------------------------------------					

COSTS AND EXPENSES:	
 Cost of sales -
  live 
   entertainment  270,606       215,956       796,983     653,120
 Cost of 
  products sold 
   - radio        127,868       132,145	       382,981     369,147
  Cost of 
 products sold 
  - video           3,075           163	        12,520     112,691				   
 Depreciation 
  and 
   amortization   105,825        75,545	       268,106     252,257			 
 Selling,
  general and 
  administrative  221,312	      384,657        849,982   1,074,676
- ------------------------------------------------------------------
                  728,686       808,466	     2,310,572   2,461,891
- ------------------------------------------------------------------		

OPERATING LOSS
 FROM CONTINUING 
  OPERATIONS     (191,402)	    (355,333)      (737,878) (1,144,875)

OTHER INCOME
  (EXPENSE)
 Interest 
  expense        (24,651)       (27,656)	      (77,654)    (38,239)
 Other            (2,752)         1,236	        22,764         656 
- ------------------------------------------------------------------

LOSS FROM 
  CONTINUING 
  OPERATIONS    (218,805)	     (381,753)      (792,768) (1,182,458)

DISCONTINUED
  OPERATIONS
 Income (Loss)
  from 
   operations 
    of
 Discontinuance
  of Image                    	(148,761)       (28,570)	  (460,677)
 Gain on 
  disposal of 
   Image                                       405,875
- -------------------------------------------------------------------
NET INCOME 
 (Loss)       $ (218,805)    $ (530,514)  	 $ (415,463)$(1,643,135)
===================================================================

PER SHARE DATA:
 Net Income 
  (loss) per
   share,
   continuing
   operations        (.06)          (.15)        (.21)       (.47)
 Net income
  (loss) per
   share, 
  discontinued
   operations                       (.06)         .10        (.18)
 Net income 
  (loss) per
   common share      (.06)          (.21)	       (.11)       (.65)

WEIGHTED-AVERAGE
 NUMBER OF
 SHARES 
 OUTSTANDING   3,809,886       2,498,878	    3,809,886  2,498,878
================================================================

	
"See accompanying notes to consolidated financial statements"	
</TABLE>
[CAPTION]
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
                     For the nine months      For the nine months
                      ended September 30,      ended September 30,
                                1996                   1995   
<S>                        <C>                    <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES
Net income (loss)       $ (415,463)             $ (1,643,135)
Adjustments to 
 reconcile net 
  income (loss) 
  to net cash
     from operations
  Minority interest                                 (78,950)
Depreciation and
 amortization             268,466                   292,264
  Common Stock 
   issued for services    428,784                   561,610
  Gain on disposal
   of Image              (405,875)
  Changes in operating
   assets and
     liabilities
 (Increase) decrease in
   Receivables             72,885                   233,564
   Inventories               (346)                  144,179
   Other current assets      (625)                    1,792
   Other assets            (1,944)                        0
    Increase 
     (decrease) in
      Accounts payable     (9,176)                 (146,867)   
      Accrued 
     Liabilities           16,025                   (81,466)
       Bank Overdraft                               (40,039)
     Net liabilities of 
      discontinued 
      operations                                    149,474
- ---------------------------------------------------------------

NET CASH PROVIDED BY
   (USED IN) OPERATING
    ACTIVITIES:           102,205                  (757,048)
- ------------------------------------------------------------------

CASH FLOWS FROM 
  INVESTING ACTIVITIES
 Capital expenditures
   - net                  (6,149)                 (156,202)
Investments and other			
- ----------------------------------------------------------------------
NET CASH PROVIDED BY 
  (USED IN) INVESTING
   ACTIVITIES             (6,149)                 (156,202)
- --------------------------------------------------------------

CASH FLOWS FROM 
 FINANCING ACTIVITIES
  Advances to affiliates                          (75,590)
Principal payments
  on debt               (74,776)                  (50,261)
Proceeds from 
  issuance of 
  common stock                                  1,111,900
- ------------------------------------------------------------------
NET CASH PROVIDED
  BY (USED IN)
   FINANCING ACTIVITIES (74,776)                  986,049
- -------------------------------------------------------------
NET INCREASE
  (DECREASE) IN
   CASH                 (21,280)                   72,799
CASH AND CASH
 EQUIVALENTS, 
  BEGINNING OF
   PERIOD                71,488                   185,888
- -------------------------------------------------------------
CASH AND CASH
 EQUIVALENTS, 
  END OF PERIOD        $ 50,208                 $ 258,687
=============================================================


"See accompanying notes to consolidated financial statements."
</TABLE>
[CAPTION]
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.   General:

   The accompanying consolidated financial statements have been 
prepared in accordance with generally accepted accounting 
principles for interim financial information and in accordance 
with instructions to Form 10-QSB and Regulation S-B. Accordingly, 
they do not include all of the information and footnotes required 
by generally accepted accounting principles for complete 
financial statements.  The accompanying financial information is 
unaudited but includes all adjustments (consisting of normal 
recurring accruals) which, in the opinion of management, are 
necessary to present fairly the information set forth.  The 
consolidated financial statements should be read in conjunction 
with the notes to the consolidated financial statements which are 
included in the Annual Report on Form 10-KSB of the Company for 
the fiscal year ended December 31, 1995.

     The results for the interim period are not necessarily indicative 
of results to be expected for the fiscal year of the Company 
ending December 31, 1996.  The Company believes that the nine 
month report filed on Form 10-QSB is representative of its 
financial position and its results of operations and changes in 
cash flows for the periods ended September 30, 1996 and 1995.

2.   Stockholders Equity

On March 31, 1996 the Company 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 contact 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. Distribution 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-named rights, The 
Company has issued 1,100,000 shares of its restricted common 
stock.  Further, in consideration of the acquisition, the Company 
agreed to grant: stock options to Balzac to purchase 750,0000 
common shares of the Company at a price of $11.00, excercisable 
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 Company 
at a price of $19.00, exercisable for a period of five years from 
that date of the grant.  In addition, the Company and Balzac 
agreed to negotiate additional stock options for Balzac to 
purchase 750,000 common shares of the  Company at a price of 
$28.00 and to purchase 750,000 common shares of the  at a price 
of $38,00, at such time and upon such terms and conditions as the 
parties may mutually agree.  Company 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 Company without first 
obtaining the written consent of Balzac, which consent shall not 
be unreasonable without first attaining the written consent of 
Balzac, which consent shall not be unreasonable withheld.  If and 
whenever additional common shares shall be issued by the , then 
the number of common shares subject to the options herein shall 
be proportionately adjusted so that Balzac's relative position in 
the Company will not be diluted.  Finally, as a part of this 
Agreement, Balzac shall have the right to name two persons to the 
Board of Directors as long as Balzac owns any common shares in 
the Company.  Balzac has not yet named any persons to the Board 
of Directors of the Company.  In addition, the Company acquired 
an exclusive license agreement for the sale of Balzac products in 
Australia for $800,000 which is payable over five years based 
upon a formula of 60% of net profits from the sale of Balzac 
products.

During 1996, a dispute arose between the Company and Balzac where Balzac
asserted a violation of the Purchase Agreement.  Balzac seized the inventory
valued at $1 million, which was collateral on the fixed obligation due under
the Australian Licensing Agreement, to satisfy the $800,000 obligation under 
the Licensing Agreement.  The Company asserted that Balzac had no right under
the Purchase Agreement or License Agreement to seize the inventory and apply
the proceeds against the note obligation under the Licensing Agreement.

In April 1997, Balzac and the Company entered into an agreement whereby Balzac
will but back the Austrailian Licensing Agreement for $800,000, and will repay
the Company $200,000 which was the difference between the value of the seized
inventory and the obligation under the licensing agreement.  The $1,000,000
will be repaid over forty months.
 
Effective March 31, 1996 the Company entered into a Purchase 
Agreement with Scott Kajiya and Jamie Ruiz (the Sellers) whereby 
the Company acquired 55% of the issued and outstanding common 
stock of Indian Motorcycle Company Japan, a development stage 
company, and certain licensing rights in exchange for 300,000 
shares of the its Class C Preferred Stock valued at $1.00 per 
share.

The licensing rights acquired allow the use of Indian Motorcycle 
Trademark in Japan on various products including denim and denim 
related products, shoes, boots, jewelry, accessories and eyewear.

In February 1995, the Company signed a serious of agreements 
giving it a five-year exclusive worldwide licensing and 
merchandising rights for the Indian Motor Company, which included 
a three year option, as well as exclusive rights to develop, 
operate, and franchise the Indian Motor Company Diners and Cafes.  
These rights required the approval of the bankruptcy court to 
become effective.

In October, 1995 in a hearing in Worechester, Massachuseets, 
Indian Motorcycle Manufacturing Company, Inc., the grantor of the 
exclusive licensing agreements, was converted to a Chapter 7 
bankruptcy and all of its assets including the trademark, were 
transferred to the property of the Chapter 7 estate.  The effect 
of this decision was put into question the validity of the 
Company's licensing agreements entered into February, 1995, since 
they were never approved by the bankruptcy court.

In January, 1996, in Massachusetts Bankruptcy Court, the Trustee 
for Indian Motorcycle Company, Inc., Indian Motorcycle Apparel 
and Accessories Co., Inc. and Indian Motorcycle Manufacturing 
Company, Inc. (collectively referred to as the Chapter 7 
debtors) and the Receiver for Indian Motorcycle Manufacturing 
Company, Inc. (IMMCI), agreed to a plan for the coordinated 
sale of The Indian Trademark and other trademark related assets.  
The Plan is intended to unite in a single entity, a newly formed 
entity, all of the claims of the Trademark owned by IMMCI and the 
Chapter 7 debtors.  The Trustee for the Chapter 7 debtors and the 
Receiver for the IMMCI will solicit bids from prospective 
purchasers of the newly formed entity.  Bids will specify the 
percentage ownership of the new entity which the purchaser 
desires to acquire, as well as the proposal purchase price.  The 
new plan of reorganization currently before the court supersedes 
the previous plans submitted.

In January, 1996 the Company, A.B. Goldberg, Harvey Rosenberg, a 
former director, and several other unrelated third parties were 
named as defendants in a lawsuit filed by Sterling Consulting 
Corporation, receiver for IMMCI.  The complaint alleges 
interference by the defendants in the business of IMMCI, 
conflicts if interest, breach of fiduciary duty, unjust 
enrichment and bankruptcy fraud.

The Company filed a claim against the Receiver in a lawsuit in 
July, 1996 alleging intentional interference of contractual 
relationships, and breach of licensing agreements.

In February, 1997 the Company and the Receiver agreed to the terms of a 
settlement.  The proposed Settlement Agreement calls for the Company relinquish
all rights or claims to the Indian Motorcycle Trademark or the use of the 
Trademark and any licensing rights.  In addition, all claims by the Receiver
and the Company shall be released and the Company shall pay to the Receiver 
$114,000.  All rights acquired from Scott Kajiya and Jamie Ruiz for the use
of the Indian Motorcycle Trademark in Japan are also assigned to the Receiver.

The transactions described above relating to Balzac Rights and Indian Licensing
have been rescinded in the accompanying financial statements effective from the
date the transactions were entered into as if the transactions did not occur.

If the settlement is achieved, the Company has also determined it 
will not pursue its agreement with Scott Kajiya and Jamie Ruiz 
and would unwind the transaction previously entered into.

During the quarter ending March 31, 1996, the Company issued 
58,500 shares of common stock for consulting services valued at  
approximately $37,137.  During the quarter ended June 30, 1996, 
the Company issued 167,500 shares of common stock for legal and 
consulting services valued at approximately $205,000.  During the 
quarter ended September 30, 1996 the Company issued 88,750 shares 
of common stock for legal and consulting valued at approximately 
$84,000.  The common stock issued for legal and consulting 
services were registered in an S-8 registration statement and 
were free trading upon issuance.

In July, 1996 the Company issued 770,000 shares of its restricted 
common stock, valued at approximately $408,000, in exchange for 
approximately 75% of the issued and outstanding shares of Power 
Media Communications International, Inc. (Power Media). Power 
Media developed the concept of selling infomercial products in 
kiosks primarily located in retail malls.  The kiosks vary in 
size from 25 square feet for unmanned kiosks and 250 square feet 
for manned kiosks.  The acquisition has been accounted for as a 
purchase. 

In October, 1996 the stock of Power Media, owned by the Company, 
was acquired by The Best of As Seen on TV Systems, Inc. by 
issuing 782,800 shares of its common stock.  Upon completion of 
the transaction the Company owned 51.5% of The Best of.  The 
Best of intends to raise up to $1,000,000 in a private placement 
by January 31, 1997 to fund expansion of the retail kiosk 
concept.

In July, 1996, Burt Katz, a director of the Company and holder of 
231,976 shares of Class B preferred stock converted the preferred 
shares into 57,994 shares of common stock.  

On April 9, 1996 the Board of Directors approved a one share for 
four reverse stock spilt.  Accordingly, all references in the 
consolidated financial statements to shares issued, shares 
outstanding, average number of shares outstanding, and related 
per share amounts, prices, stock option plan data have been 
restated to reflect the reverse stock split.

3.	Income Taxes

The tax effects of temporary differences and carryforward amounts 
that give rise to significant portions of the deferred tax assets 
and deferred tax liabilities as of December 31, 1995 and 1994 
are:


<TABLE>
   Deferred tax assets:            1995              1994
<S>                          <C>                  <C>
    Net operating
     loss carryforwards      $ 1,940,000          $ 985,000
    Investments                                      25,000
    Future deductible
     amounts for 
      stock issuance                                 74,000
    Discontinued operations                         322,000
    Other                         23,000             33,000
- -----------------------------------------------------------
    Total gross deferred 
     tax assets                2,285,000          1,117,000
    Less valuation 
     allowance                (2,229,000)        (1,050,000)
   Deferred tax
    liabilities:                  56,000             67,000
   Property and equipment        (56,000)           (67,000)
- ----------------------------------------------------------

Net deferred taxes              $     -0-           $     -0-
</TABLE>


A valuation allowance has been established to reflect 
management's evaluation that it is more likely than not that all 
of the deferred tax assets will not be realized.

The valuation allowance increased $1,179,000 in 1995 and $172,000 
in 1994.

As of December 31, 1995, net operating loss carryforwards were 
approximately $9.7 million.  Utilization of certain portions of 
this amount is subject to limitations under the Internal Revenue 
Code.  Carryforward amounts expire at various dates though 2010.

4. Discontinued Operations

On April 24, 1996 the Company and Harvey Rosenberg, a former 
officer and director of the Company entered into a purchase 
agreement for the sale of Image Marketing Group, Inc. the Company 
majority owned subsidiaries which had been accounted for as 
discontinued operations since 1995.

Mr. Rosenberg purchased the Company's 1,986,376 shares of Image 
for $1,000.  The sale resulted in a gain to the Company in the 
amount of $485,313 since Image had negative net assets at the 
time of the sale of Image to Mr. Rosenburg.

5. Supplemental Data to Statements of Cash Flows

Excluded from the consolidated statement of cash flows were the 
effects of certain noncash investing and financing activities as 
follows:

In March, 1996 certain radio station property was acquired by 
issuing $275,000 in preferred stock and a $150,000 note.  In 
March, 1996 inventory was acquired by issuing $1,000,000 in 
common stock and certain licensing and distribution rights were 
acquired by issuing $300,000 in preferred stock and $600,000 in 
common stock.  In July, 1996 the stock of Power Media, an equity 
investment was acquired by issuing $408,000 in common stock.
	

FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
 (Unaudited)


     ITEM 2.  MANAGEMENT DISCUSSION AND PLAN OF OPERATION.

     Results of Operation 
     September, 1996 vs. September, 1995

For the period ended September 30, 1996 the Company incurred a 
loss from continuing operations of $792,768  as compared to a 
loss from continuing operations of $1,182,458 for the period 
ended September 30, 1995. The decrease in the net loss for the 
quarter ended September 30, 1996 as compared to September 30, 
1995 is the result of an increase in live entertainment, radio 
sales and video sales, a reduction of general and administrative 
expenses.  The overall gain from discontinued operations of Image 
for the period ended September 30, 1996 is primarily the result 
of the sale of Image which had negative net assets at the time of 
disposition.

Overall, revenues increased by approximately $256,000, from 
$1,317,000 in 1995 to $1,572,694 in 1996.  Live entertainment 
revenue increased $155,000, radio sales increased by 
approximately $27,000 and video sales increased by $75,000. The 
increase in live entertainment revenues was due to increased 
attendance as a result of big name acts in the first and third 
quarter, some of whom performed on weeknights which boosted 
revenues.  The third quarter of 1996 was not as successful for 
live entertainment as the first quarter but was substantially 
higher than for the same period last year. Radio sales decreased 
from $178,000 in the first quarter of 1996 to $155,000 in the 
second quarter of 1996 but increased to 193,000 in the third 
quarter of 1996. Radio sales for 1996 are still 5% ahead of 1995 
primarily due to concert revenues in 1996 which did not exist in 
1995..  Video sales increased by $75,000 in 1996 over 1995 as a 
result of receipt of royalties for foreign sales from its foreign 
distribution.  In 1996 the Company sold its foreign distribution 
rights to its foreign distributor for $50,000.

Cost of sales live entertainment increased as a result of an 
increase in revenues but the percent of cost of sales to sales 
remained level at 88%.  Overall attendance increased 
substantially but the labor cost increased also.

Cost of goods sold radio, increased approximately $ 14,000 
comparing 1996 to 1995.  The cost of sales radio decreased  from 
74% in 1995 to 73% in 1996.  The Company is aggressively pursuing 
additional advertising revenues in 1996 and increasing its 
promotions to obtain a larger market share.

Depreciation and amortization have increased only slightly 
comparing 1996 to 1995.  General and administrative costs 
decreased $225,000 in 1996 as compared to 1995. The major reason 
for the decrease is due to a reduction in the use of consultants, 
the reduction in leased office space and overall effort by the 
Company to reduce costs.  The Company is continuing in its 
efforts to reduce overhead costs wherever possible.

Interest expense has doubled in  1996 as compared to  1995 as a 
result of the increase in long term debt in the second quarter of 
1996.

Liquidity and Capital Resources
	  	
As of September 30, 1996, the Company had a working capital 
deficit of approximately $916,752 , a decrease of $380,697 over 
the working capital deficit at December 31, 1995 of $1,279,500.  
The primary reason for the decrease in the working capital 
deficit is the decrease in current portion of notes payable and 
accrued liabilities and the sale of the negative net assets of 
the discontinued operations.

Net cash provided by operations for 1996 was $ 102,205 as 
compared net cash used in operations of $757,048 in 1995.  The 
net cash provided by operations in 1996 is the result of 
increased revenues, collection of a $100,000 note receivable and 
$100,000 from foreign royalties for its video's and the issuance 
of common stock for services which reduces the Company's capital 
requirements. In 1995, the Company had been successful in raising 
approximately $646,000 in equity financing which was used 
primarily to finance the net cash used by operations. In addition 
the Company has been able to issue common stock for services 
thereby reducing the need for cash.

The Company has limited resources both financially and people.  A 
substantial portion of the Company's efforts since August, 1996 
has been the development of the Best of As Seen on TV retail 
kiosk concept, which has included product acquisition, kiosk 
design and construction and leasing retail space.  The holiday 
season is significant in terms of potential sales therefore it 
was important to get the kiosk built and in place by November 10, 
1996 to take advantage of the season.

The Company's ability to continue as a going concern will largely 
depend on its ability to generate working capital through debt or 
equity financing and profitable operations. Working capital 
deficiencies have hindered the Companies ability to fund certain 
business segments. Currently the Company has bank debt of $1.1 
million which is currently due and due later in 1996.  Working 
capital is needed to further develop the Kodak Video Trips, the 
new acquired Balzac lines of business, the Best of As Seen on 
TV, Inc. concept and the Indian Japan opportunities.  The 
likelihood of obtaining the necessary equity financing needed to 
develop these opportunities is uncertain at this time.


      PART II -  OTHER INFORMATION
- ---------------------------------------------
Item 1:   Legal Proceedings
          None

Item 2:   Changes in Securities
          None

Item 3:   Defaults upon Senior Securities
          None

Item 4:   Submission of Matters to a Vote of Security Holders
          None

Item 5:   Other Information
          None

Item 6:   Exhibits and Reports on Form 8-K
       
       (A)   Exhibits
             None

      (B)    Reports on Form 8-K dated January 24, 1996 and February 
9, 1996 were filed during the quarter ended March 31, 1996. 

            Reports on Form 8-K dated April 19,996 were filed during 
the quarter ended June 30,1996

            Report on Form 8-K dated April 26,1996 were filed during 
the quarter ended June 30,1996.	



                            SIGNATURES


Pursuant to the requirements of the  Exchange Act , the 
Registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.


                                   First Entertainment Inc.



DATE:  April 30, 1997         /s/A.B. Golberg           
                                 A.B. Goldberg
                                 President 



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