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
Olson, Doug R.
5495 Marion Street
Denver, CO 80216
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
9/00
5. If Amendment, Date of Original (Month/Year)
9/00
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
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
2. Transaction Date (Month/Date/Year)
9/11/00
9/5/00
9/6/00
9/11/00
9/13/00
9/19/00
9/21/00
9/25/00
3. Transaction Code
Code V
S
J
S
S
S
S
J
S
4. Securities Acquired(A) or Disposed of (D)
Amount (A) or (D) Price
24,000 (D) .095
175,122 (A) .078
25,164 (D) .075
11,000 (D) .09
30,000 (D) .0838
30,000 (D) .073
128,781 (A) .078
30,000 (D) .075
5. Amount of Securities Beneficially Owned at End of Month
3,259,369 (1)
6. Ownership Form: Direct (D) or Indirect (I)
(D)
(D)
(D)
(D)
(D)
(D)
(D)
(D)
7. Nature of Indirect Beneficial Ownership
Table II Derivative Securities Acquired, Disposed of, or Beneficially
Owned (e.g. puts, calls, warrants options, convertible securities)
1. Title of Derivative Security
Options to purchase common stock
Options to purchase common stock
2. Conversion or Exercise Price of Derivative Security
(2)
(2)
3. Transaction Date (Month/Date/Year)
9/15/00
9/15/00
4. Transaction Code
D
A
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(2)
(2)
6. Date of Exercisable and Expiration Date (Month/Date/Year)
Date Exercisable Expiration Date
(2) (2)
(3) September 15,2005
7. Title and Amount of Underlying Securities
Title Amount of Number of Shares
Common Stock 1,100,000 (2)
Common Stock 1,250,000 (2)
8. Price of Derivative Securities
(2)
(2)
9. Number of Derivative Security Beneficially Owned at End of Month
0
1,250,000 (2)
10. Ownership Form of Derivative Security Direct (D) or Indirect (I)
(D)
11. Nature of Indirect Beneficial Ownership
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(1) Includes 2,500,000 shares authorized to be issued pursuant to the
Company's 2000 Management Compensation Plan described below in
footnote 3. The 2,500,000 shares will not be issued unless
either the Company's authorized capital is increased to at least
75,000,000 shares of common stock or the Company's Board Of
Directors (the "Board") otherwise determines that the Company's
authorized capital is sufficient to satisfy the Company's needs.
See below, footnote 3, "Cancellation And Reissuance Of Options In
September 2000".
(2) The 1,250,000 options issued to the Reporting Person pursuant to
the 2000 Management Compensation Plan as described below in
footnote 3, "Cancellation And Reissuance Of Options In September
2000", may be exchanged for additional options as described in
footnote 3. The Reporting Person has agreed to refrain from
exercising any of these options until the Company has increased
its authorized number of shares of common stock to at least 75
million or the Board otherwise determines that the Company's
authorized capital, assuming exercise of these options, is
sufficient to satisfy the Company's needs. Options relinquished
by the Reporting Person on September 15, 2000 included options
to purchase 25,000 shares for $.21 per share until March 11,
2002; options to purchase 50,000 shares for $.61 per share until
January 4, 2005, which options would have become exercisable if
and when the average closing price per share of the Company's
common stock is at least $2.25 for 10 consecutive business days;
options to purchase 75,000 shares for $.61 per share until
January 4, 2005, which options would have become exercisable
if and when the Company achieves annual revenues of at least
$4.25 million; options to purchase 125,000 shares for $.61
per share until January 4, 2005, which options would have
become exercisable if and when the Company achieves earnings
per share of at least $.05; options to purchase 750,000 shares
for $.61 per share until January 4, 2005, which options would
have become exercisable upon a change-in-control of the Company;
and options to purchase 75,000 shares for $1.33 per share until
January 25, 2005, which options would have become exercisable
if and when the Company's common stock trades for at least
$4.50 per share for 10 consecutive business days during the
period from January 25, 2000 through July 1, 2001. See
footnote 3, below, entitled "Cancellation And Reissuance Of
Options In September 2000".
(3) Cancellation And Reissuance Of Options In September 2000
On September 15, 2000, the Board enacted the Company's 2000
Management Compensation Plan to compensate directors, officers
and consultants and to provide incentives for those persons
in acting on behalf of the Company. In order to participate
in the Management Compensation Plan, the Reporting Person was
required to relinquish any options previously granted to him.
Options to purchase 1,250,000 shares of common stock have been
issued, and 2,500,000 shares of common stock were authorized
to be issued, to the Reporting Person pursuant to the Management
Compensation Plan. The options are exercisable at a price of
$.08 per share until September 15, 2005. The closing sales
price for the common stock on September 15, 2000 was $.08.
The options are exercisable 25% immediately and 25% on each of
the first three anniversaries of the date of grant provided
that the Reporting Person continues to be a director, officer,
employee or consultant at each respective time. In addition,
the options provide that when the last sales price for the common
stock is at least $.16 per share for three consecutive trading
days, the Reporting Person may elect to exchange each option
exercisable at $.08 per share for two options exercisable at
$.16 per share. Similarly, the Reporting Person may exchange
each of his options for two options to purchase one share of
common stock each at $.32 per share at such time as the last
sales price for the common stock is at least $.32 per share for
three consecutive trading days. The Reporting Person will not
be issued the shares authorized by the Management Compensation
Plan, and he may not exercise the options granted pursuant to
the Management Compensation Plan, unless either the Company's
authorized capital is increased to at least 75,000,000 shares
of common stock or the Board otherwise determines that the
Company's authorized capital, assuming issuance of the shares
and exercise of options granted pursuant to the Management
Compensation Plan, is sufficient to satisfy the Company's needs.
Stockholder approval of an increase in authorized capital to
250,000,000 shares is being sought at a proposed special meeting
of the Company's stockholders which currently is anticipated to
be held in December 2000.
/s/ Doug Olson 10/26/00
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Signature of Reporting Person Date
