SECURITIES AND EXCHANGE COMMISSION PRIVATE
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 1999
First Entertainment Holding Corp.
(Exact name of registrant as specified in its charter)
Nevada 0-15435 84-0974303
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
No.)
7887 East Bellview, Suite 1114, Englewood, Colorado 80111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 228-1650
Item 5. Other Events.
On August 2, 1999, the Securities And Exchange Commission (the
"Commission") issued the litigation release which is attached to this
Report on Form 8-K as Exhibit 99.1 (the "Release"). The Registrant
intends to vigorously defend the charges filed against it by the
Commission.
Item 7. Financial Statements And Exhibits.
(c) Exhibits.
Exhibit Index
Exhibit
Number Description
99.1 Litigation release issued by the Securities And Exchange
Commission dated August 2, 1999.
SIGNATURE
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.
Date: August 5, 1999 ENTERTAINMENT HOLDING CORP.
By: /s/ A.B. Goldberg
A.B. Goldberg, Chief Executive Officer
EXHIBIT 99.1
On August 2, 1999, the Securities And Exchange Commission issued the
following release:
SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 16239 \ August 2, 1999
The Commission today sued First Entertainment, Inc., ("First
Entertainment") and its president, Abraham B. Goldberg ("Goldberg"),
charging that the company and Goldberg fraudulently failed to disclose
approximately $350,000 in money and stock paid to Goldberg. First
Entertainment, a microcap company headquartered in Denver, Colorado,
owns the Comedy Works nightclub in Denver. Goldberg lives in Aurora,
Colorado, and has a history of securities violations.
The Commission alleges that from 1995 through 1997 Goldberg received
compensation of approximately $350,000 that was not disclosed in Fist
Entertainment's public filings. Goldberg allegedly tried to conceal the
compensation by directing the money or stock through his wife in a
series of related party transactions. Specifically, the Commission
alleges that First Entertainment paid stock to certain consultants of
First Entertainment who paid kickbacks to Goldlberg's wife, Nannette
Goldberg. Goldberg and his wife also each allegedly received consulting
fees that should have been disclosed. In addition, the Commission
alleges that Nannette Goldberg received $100,000 worth of First
Entertainment stock in 1997 without approval of the First Entertainment
board. The Commission alleges that material facts or omissions
concerning Goldberg's compensation were contained in First
Entertainment's 1995 and 1996 annual reports and in a registration
statement and a proxy statement filed by the company in 1997. Finally,
the Commission also charges that Goldberg failed to report his
beneficial ownership of First Entertainment securities and changes in
his securities holdings.
The Commission alleges that First Entertainment violated the antifraud
and filing provisions of the securities laws, Section 17(a) of the
Securities Act of 1933 ("Securities Act") and Sections 10(b), 13(a), and
14(a) of the Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 12b-
20, 12b-25, 13a-1, 13a-13, 14a-3 and 14a-9. The Commission alleges that
Goldberg violated Section 17(a) of the Securities Act and Sections
10(b), 14(a), and 16(a) of the Exchange Act and Rules 10b-5, 12b-20,
14a-3, 14a-9, and 16a-3 thereunder, and that Goldberg aided and abetted
First Entertainment's violations of Section 13(a) of the Exchange Act
and Rules 12b-25, 13a-1, and 13a-13. The Commission filed its complaint
in federal court in Denver, Colorado, and seeks a permanent injunction
against First Entertainment and Goldberg and seeks disgorgement, civil
money penalties, and an officer and director bar against Goldberg.
