FIRST ENTERTAINMENT HOLDING CORP
8-K, 2000-12-21
AMUSEMENT & RECREATION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION


                             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): December 20, 2000



                        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.)



                   5495 Marion Street, Denver, Colorado 80216
              ------- -------------------------------------------
               (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code (303) 382-1500
                                                           --------------




<PAGE>



Item 5. Other Events.
        ------------

     The Company does not have sufficient cash funds available with which to pay
payroll, operating, consulting, general and administrative,  and other expenses.
In the past,  the Company has been able to issue  shares of its common  stock in
order to pay  certain of these  expenses.  However,  the  Company  does not have
available any  remaining  authorized  and unissued  shares to issue to pay these
expenses.  The Company has scheduled a meeting of its  shareholders  on December
27, 2000 at which it will request shareholder approval to increase the number of
shares of  authorized  common  stock  from  50,000,000  to  250,000,000.  If the
shareholders  approve  this  increase,  of which  there is no  assurance,  it is
anticipated  that a portion of the  increased  authorized  capital stock will be
used to pay certain of the Company's  expenses.  However,  there is no assurance
that the Company  will be able to utilize  common  stock to pay any  expenses or
that the Company  otherwise will have  sufficient  cash or other resources to be
able to sustain its operations.

         As of December 18, 2000,  an  aggregate  of  48,844,156  shares of the
Registrant's $.008 par value common stock were issued and outstanding.



                                    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:  December 20, 2000                    FIRST ENTERTAINMENT HOLDING CORP.



                                       By: /s/ Howard B. Stern
                                      ------------------------------------------
                                        Howard B. Stern, Chief Executive Officer



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