FIRST ENTERTAINMENT HOLDING CORP
8-K, 2000-12-28
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 27, 2000



                        First Entertainment Holding Corp.
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             (Exact name of registrant as specified in its charter)



              Nevada                     0-15435                  84-0974303
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           (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 9. Regulation FD Disclosure.
        ------------------------

     First  Entertainment  Holding Corp. has entered into a letter of intent for
the  sale  of the  80% of  the  stock  of  First  Films,  Inc.  owned  by  First
Entertainment. First Films, Inc. owns 100% of the stock in Comedy Works Inc. The
letter of intent provides for First  Entertainment  to receive  consideration of
$300,000,  payable  $275,000 in cash and $25,000 by forgiveness of indebtedness.
The completion of this sale is subject to entering into a definitive  agreement,
the parties' respective due diligence reviews and obtaining necessary approvals.

     In accordance with General instruction B.2. of Form 8-K, the information in
this  report  shall not be deemed  "filed"  for the purpose of Section 18 of the
Securities  Exchange  Act of  1934,  nor  shall  it be  deemed  incorporated  by
reference  in any filing.  This report does not  constitute a  determination  of
whether any information included in this report is material.


                                    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 28, 2000                FIRST ENTERTAINMENT HOLDING CORP.



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




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