SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-KSB/A#1
(mark one)
[ X ] ANNUAL REPORT UNDER SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-19196
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CELEBRITY ENTERTAINMENT, INC.
(Name of Small Business Issuer in its Charter)
Delaware 11-2880337
(State of or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
214 Brazilian Avenue, Suite 400, Palm Beach, Florida 33480 407/659-3832
(Address of principal executive offices. Issuer's telephone number.)
-----------------------------------------
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act as of December 31,
1995: Common Stock, $0.0001 par value per share.
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES [X]
NO [ ]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year. $142,052.
The aggregate market value of the voting stock held by non-affiliates computed
by reference to the average closing bid and ask prices of such stock on April
12, 1996 was approximately $5,927,257.
The number of shares outstanding of the issuer's Common Stock, $ 0.0001 par
value, as of December 31, 1995 was 2,366,753 and the number of shares of its
Preferred Stock, $ 0.01 par value, outstanding as of December 31, 1995 was
1,064,000.
Traditional Small Business Disclosure Format (check one):
Yes [ ] No [ X ]
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
None.
Exhibits:
Exhibit
Number Exhibit
2.1* Restated Financing Agreement and Letter of Intent dated June 30, 1995.
3.1* Certificate of Incorporation of the Company, filed as Exhibit 3.01 to the
Company's Registration Statement on Form S-1, File No. 33-40203.
3.2* Certificate of Amendment of Certificate of Incorporation of the Company
filed in the office of the Secretary of State of Delaware January 28,
1988, filed as Exhibit 3.02 to the Company's Registration Statement on
Form S-1, File No. 33-40203.
3.3* Amended and Restated By-Laws of the Company, filed as Exhibit 3.3 to the
Company's Registration Statement on Form S-2, File No. 33-69744.
3.4* Certificate of Amendment of Certificate of Incorporation of the Company
filed in the office of the Secretary of State of Delaware April 27, 1990,
filed as Exhibit 3.02 to the Company's Registration Statement on Form S-1,
File No. 33-40203.
3.5* Certificate of Amendment of Certificate of Incorporation of the Company
filed in the office of the Secretary of State of Delaware February 18,
1993, filed as Exhibit 3.5 to the Company's Registration Statement on Form
S-2, File No. 33-69744.
3.6* Certificate of Amendment of Certificate of Incorporation of the Company
filed in the office of the Secretary of State of Delaware (November 3,
1993) and filed as an exhibit to the Company's Form 10-QSB, File No. 0-
19196, filed with the Securities and Exchange Commission on November 19,
1993.
3.7* Certificate of Correction of Certificate of Designation of the Company
filed in the office of the Secretary of State of Delaware (July 28,
1995).
3.8* Certificate of Increase of Number of Shares of Class A Convertible 8%
Stock of the Company filed in the office of the Secretary of State of
Delaware (July 28, 1995).
3.9* Certificate of Amendment of Certificate of Incorporation of the Company
filed in the office of the Secretary of State of Delaware (July 28,
1995).
4.1* Specimen Common Stock Certificate, filed as Exhibit 4.01 to the Company s
Registration Statement on Form S-18, File No. 33-33035A.
4.2* Specimen Class A Convertible Preferred Stock Certificate.
4.3* Form of Warrant Agreement among the Company, I.A. Rabinowitz & Co., and
American Stock Transfer & Trust Company, as warrant agent.
4.4* Specimen Common Stock Purchase Warrant.
4.5* Form of Class A Preferred Stock Warrant.
4.6* Form of Representative's Unit Purchase Warrant.
4.7* Warrant of (ITI) Glendale, Inc. relating to 100,000 shares of Common
Stock, filed as Exhibit 4.7 to the Company's Registration Statement on
Form S-2, File No. 33-69744.
4.8* Warrant of David A. Johnson relating to 100,000 shares of Common Stock,
filed as Exhibit 4.8 to the Company's Registration Statement on Form S-2,
File No. 33-69744.
4.9* Related documents dated July 23, 1993 (the July 93 Agreements ) by and
among the Company, Abingdon Farms, Inc. ( AFI ) and David A. Johnson,
filed as Exhibit 4.9 to the Company's Registration Statement on Form S-2,
File No. 33-69744 including:
a) Agreement to Sell Securities, between AFI and David A. Johnson
relating to the sale of 100,000 Common Stock Purchase Warrants and
94,288 shares of Common Stock;
b) Promissory Note in principal amount of $194,718 made by AFI in favor
of Mr. Johnson;
c) Letter from Mr. Johnson to First Union National Bank of Florida;
d) Letter from Mr. Johnson to the Company;
e) Two letters from the Company to Mr. Johnson;
f) Letter from the Company to Mr. Johnson; and
g) Letter from AFI to Mr. Johnson.
4.10* Letter Agreement dated August 27, 1993 by and between the Company, AFI and
David A. Johnson, transferring all of AFI's rights and obligations in the
7/23/93 Agreements to IDIICO, filed as Exhibit 4.10 to the Company s
Registration Statement on Form S-2, File No. 33-69744.
4.11* Certificate of Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Special Rights and the Qualifications,
Limitations, Restrictions, and other Distinguishing Characteristics of
Preferred Stock of the Company, filed in the Secretary of State of
Delaware's office on July 31, 1990, filed as Exhibit 4.11 to the
Company s Registration Statement on Form S-2, File No. 33-69744.
4.12* Amended Certificate of Designation, Number, Powers, Preferences and
Relative, Participating, Optional and Other Special Rights and the
Qualifications, Limitations, Restrictions, and other Distinguishing
Characteristics of Preferred Stock of the Company, filed in the Secretary
of State of Delaware's office on February 18, 1993, filed as Exhibit 4.12
to the Company's Registration Statement on Form S-2, File No. 33-69744.
4.13* Form of Certificate of Designation Setting Forth the Preferences, Rights
and Limitations of Preferred Stock, which will designate the Class A
Preferred Stock, filed as Exhibit 4.13 to the Company's Registration
Statement on Form S-2, File No. 33-69744.
4.14* Form of New Common Stock Certificate (Post 1993 Reverse Split), filed as
Exhibit 4.14 to the Company's Registration Statement on Form S-2, File No.
33-69744.
10.1* 1992 Stock Option Plan of the Company, filed as Exhibit 10.14 to the
Company's Registration Statement on Form S-2, File No. 33-69744.
10.2* Agreement between the Company and Resort Parks International, Inc., filed
as Exhibit 10.15 to the Company's Registration Statement on Form S-2, File
No. 33-69744.
10.3* Form of Celebrity Resorts, Inc. Membership Agreement, filed as Exhibit
10.16 to the Company's Registration Statement on Form S-2, File No. 33-
69744.
10.4* Form of Celebrity Resorts, Inc. Promissory Note (for membership sales),
filed as Exhibit 10.21 to the Company's Registration Statement on Form S-
2, File No. 33-69744.
10.5* Note and Mortgage Modification and Agreement Regarding Closing of Loan
dated as of May 2, 1994 by and between the Company and AmSouth Bank of
Florida, filed as Exhibit 10.23 to the Company's Annual Report on Form 10-
KSB for the year ended December 31, 1994 (File No. 0-19196).
10.6* Employment Agreement between James J. McNamara and the Company dated as of
January 27, 1994 filed as Exhibit 10.24 to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1994 (File No. 0-19196).
10.7* Employment Agreement between J. William Metzger and the Company dated as
of January 27, 1994 filed as Exhibit 10.25 to the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1994 (File No. 0-19196).
27 Financial Data Schedule.
________________
* Previously filed.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, this 19th day of April, 1996.
CELEBRITY ENTERTAINMENT, INC.
By: /s/ James J. McNamara
James J. McNamara
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature Title Date
/s/ James J. McNamara President, Chief Executive April 19, 1996
James J. McNamara Officer and Director
/s/ J. William Metzger Executive Vice President, April 19, 1996
J. William Metzger Chief Financial Officer,
Controller, Secretary,
Treasurer and Director
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 11,252
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,922
<PP&E> 3,713,530
<DEPRECIATION> 523,387
<TOTAL-ASSETS> 3,208,065
<CURRENT-LIABILITIES> 796,263
<BONDS> 429,530
<COMMON> 2,366,753
0
1,064,000
<OTHER-SE> 1,982,272
<TOTAL-LIABILITY-AND-EQUITY> 3,208,065
<SALES> 24,500
<TOTAL-REVENUES> 142,052
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,529,166
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,556,547
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,938,920)
<DISCONTINUED> (431,916)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,370,837)
<EPS-PRIMARY> (4.76)
<EPS-DILUTED> (4.76)
</TABLE>
