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): January 8, 2001
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F2 Broadcast Network Inc.
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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.)
6421 Congress Ave, Suite 115 Boca Raton, FL 33487
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 241-9711
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First Entertainment Holding Corp.
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
Memorandum Of Understanding Concerning Sale Of Radio Station Assets. The
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Registrant's Quality Communications, Inc. subsidiary has entered into a
memorandum of understanding concerning the sale of Quality Communications'
KGWY-FM radio station and related properties located in Gillette, Wyoming to
Legend Communications of Wyoming, LLC ("Legend"). The memorandum of
understanding provides for the following:
o The assets of the radio station, excluding the broadcast
studio and office building housing the station, will be sold
for $1.6 million, $1.1 million of which is to be delivered in
cash at the closing of the transaction and the remaining
$500,000 of which will be payable quarterly over five years
pursuant to an interest-free promissory note. The note is to
be guaranteed by Legend and also is to be individually
guaranteed by the two members of Legend. In addition, the note
is to be secured by the assets of the station, the studio and
the station's broadcast tower site.
o The broadcast studio and office building will be sold to
Legend or Legend's assigns for an aggregate of $300,000 which,
pending appraisal, may be payable partly in cash and partly as
additional principal to be added to the promissory note
described above. If the assets are appraised at $300,000 or
more, the entire $300,000 will be paid in cash. If the
appraisal is less than $300,000, the cash portion of these
assets will be the appraised value plus one-half of the
difference between the appraised value and $300,000; the other
one-half of the difference between the appraised value and
$300,000 will be added to the promissory note and paid as a
final payment at the end of the payments contemplated by the
note.
o Quality Communications will retain the station's accounts
receivable and cash on hand at the time of closing the
transactions.
The memorandum of understanding provides that, if after delivery of all
the due diligence materials and drafting of the formal asset purchase
agreement, a formal application for transfer of the broadcast license
is not submitted to the Federal Communications Commission by March 15,
2001, either party can terminate the transaction by delivering a letter
of termination to the other party so long as the delivering party is
not in breach of its responsibilities under the memorandum of
understanding. The memorandum of understanding also acknowledges that
the approval of the shareholders of the Registrant may be required and
the Registrant intends to seek that approval if required under Nevada
law or other applicable law.
Sale Of First Films Stock. Registrant has entered into a letter of
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intent for the sale of the 80% of the common stock of First Films, Inc.
owned by Registrant. First Films, Inc. owns 100% of the common stock of
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 any necessary approvals,
including the approval of the stockholders of Registrant if required by
Nevada law.
Results Of Stockholder Votes. At the meeting of Registrant's
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stockholders held on December 27, 2000, the stockholders approved
(1) the election of each of Howard Stern, Douglas R. Olson and William
Rubin as directors of Registrant, (2) Registrant's 2000 Stock Option
Plan, (3) increasing Registrant's authorized common stock to
250,000,000 shares, (4) changing the name of Registrant to "F2
Broadcast Network Inc.", (5) authorizing Registrant's Board of
Directors to determine to effect a reverse stock split at the time and
at the ratio that the Board deems appropriate, and (6) ratification of
the selection of Gordon, Hughes & Banks, LLP as Registrant's
independent auditors. The name change and increased capitalization
became effective on January 4, 2001, which was the date of filing with
the Nevada Secretary appropriate Articles Of Amendment to Registrant's
Articles Of Incorporation.
Financial Condition. As set forth in the Company's Form 8-K reporting
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an event that occurred December 20, 2000, the Company does not have
sufficient cash funds to pay its payroll and other operating expenses.
The Company currently is satisfying its payroll and certain other
expenses through the issuance of common stock, but it is not able to
satisfy all its operating costs in this manner. There is no assurance
that the Company will continue to be able to satisfy a sufficient
amount of expenses through the issuance of common stock so that it will
be able to continue operations based on the limited amount of cash
revenue available. In addition, there is no assurance that the Company
will be able to sustain operations long enough to be able to receive
the cash proceeds from the sale of the radio station assets as
described above.
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: January 8, 2001 FIRST ENTERTAINMENT HOLDING CORP.
By: /s/ Howard B. Stern
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Howard B. Stern, Chief Executive Officer
