FORM 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act
of 1934, Section 17(a) of the Public Utility Holding Company Act of
1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Goldberg, Abraham
2805 East Long Court
Littleton, CO 80121
2. Issuer Name and Ticker or Trading Symbol
First Entertainment Holding Corp. FTET
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
5/99
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer
x Director 10% Owner
X Officer Other (specify below)
President
7. Individual or Joint/Group Filing
X Form filed by One Reporting Person
Form filed by More Than One Reporting Person
Table I- Non-Derivative Securities Acquired, Disposed Of, or
Beneficially Owned
1. Title of Security
Common Stock
2. Transaction Date (Month/Date/Year)
3. Transaction Code
Code V
4. Securities Acquired(A) or Disposed of (D)
Amount (A) or (D) Price
5. Amount of Securities Beneficially Owned at End of Month
22,338
6. Ownership Form: Direct (D) or Indirect (I)
(I)
7. Nature of Indirect Beneficial Ownership
Spouse
Table II Derivative Securities Acquired, Disposed of, or Beneficially
Owned (e.g. pots, calls, warrants options, convertible securities)
1. Title of Derivative Security
Common stock options
Common stock options
Common stock options
Common stock options
2. Conversion or Exercise Price of Derivative Security
1.00
1.00
1.00
3. Transaction Date (Month/Date/Year)
5/12/99
5/12/99
5/12/99
4. Transaction Code
A
A
A
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
250,000
250,000
250,000
6. Date of Exercisable and Expiration Date (Month/Date/Year)
Date Exercisable Expiration Date
1/1/2000 1/1/2003
1/1/2001 1/1/2004
1/1/2002 1/1/2005
7. Title and Amount of Underlying Securities
Title Amount of Number of Shares
Common Stock 250,000
Common Stock 250,000
Common Stock 250,000
8. Price of Derivative Securities Beneficially Owned at End of Month
1.00
1.00
1.00
9. Number of Derivative Security Direct(D) or Indirect(I)
1,500,000
1,750,000
2,000,000
2,250,000
10. Ownership Form of Derivative Security Direct(D)or Indirect(I)
(D)
(D)
(D)
11. Nature of Indirect Beneficial Ownership
/s/ A.B. Goldberg 6/7/99
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Signature of Reporting Person Date
