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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ZANART ENTERTAINMENT INCORPORATED
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(Name of issuer)
COMMON STOCK, $.0001 PAR VALUE
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(Title of class of securities)
989004-403
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(CUSIP number)
ANDREW HULSH, ESQ.
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0832
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(Name, address and telephone number of person
authorized to receive notices and communications)
SEPTEMBER 12, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
(Page 1 of __ Pages)
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<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP No. 989004-403
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<S> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARRY GOLDSTEIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER --
NUMBER OF
SHARES 8 SHARED VOTING POWER 1,676,667
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER --
REPORTING
PERSON WITH
10 SHARED DISPOSITIVE POWER 1,676,667
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,676,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value $.0001 per share
(the "Common Stock"), of ZANART ENTERTAINMENT INCORPORATED ("Zanart").
The executive offices of Zanart are located at 100 Southeast Second
Street, Miami, Florida 33131.
ITEM 2. IDENTITY AND BACKGROUND.
Barry Goldstein ("Goldstein") is a Florida resident. Goldstein is a
consultant to Zanart and Continucare Corporation, a Florida
corporation ("Continucare"); each such business is located at
100 Southeast Second Street, Miami, Florida 33131.
Goldstein has not been convicted in a criminal proceeding in the last
five years.
During the last five years, Goldstein has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in it being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws.
Goldstein is a United States citizen.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER.
To the best knowledge of Goldstein, Goldstein is the beneficial owner
of 1,676,667 shares of Common Stock or approximately 14.9% of the
Common Stock currently outstanding. Goldstein has shared power to
vote and dispose of 1,666,667 of his shares of Common Stock by virtue
of the fact that he owns such shares with his wife in tenancy by the
entirety, and is deemed to share voting and dispositive power of
10,000 shares of Common Stock held in the name of Goldstein's wife and
two daughters.
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SIGNATURE
After reasonable inquiry and to the best of knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 8, 1996
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(Date)
/s/ Barry Goldstein
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Barry Goldstein
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