SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-QSB/A#1
AMENDMENT NO. 1 TO
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission file number 0-19196
CELEBRITY ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
(Formerly Celebrity Resorts, Inc.)
Delaware 11-2880337
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
214 Brazilian Avenue #400, Palm Beach, Florida 33480
(Address of principal executive offices)
(407) 659-3832
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No______
Class Outstanding at August 17, 1995:
Common Stock, $.0001 par value 1,531,753
Preferred Stock, $.01 par value 1,064,000
Outstanding at June 27, 1996:
Common Stock, $.0001 par value 4,414,753
Preferred Stock, $.01 par value 1,064,000
CELEBRITY ENTERTAINMENT, INC.
INDEX
Page Number
PART I. FINANCIAL INFORMATION 3
Item 1. Financial Statements
Balance Sheet 4
Statement of Operations 5
Statement of Cash Flows 6
Statement of Stockholders' Equity 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis
or Plan of Operation 11
PART II. OTHER INFORMATION 16
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a
Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 18
Signatures
PART I. FINANCIAL INFORMATION
The condensed financial statements for the periods ended June 30, 1995 and
June 30, 1994 included herein have been prepared by Celebrity Entertainment,
Inc., (the "Company") without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission (the "Commission"). In the opinion of
management, the statements include all adjustments necessary to present fairly
the financial position of the Company as of June 30, 1995 and the results of
operations and cash flows for the six-month periods ended June 30, 1995 and
1994.
The Company's results of operations during the first six months of the
Company's fiscal year are not necessarily indicative of the results to be
expected for the full fiscal year.
The financial statements included in this report should be read in
conjunction with the financial statements and notes thereto in the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994.
<TABLE>
Celebrity Entertainment, Inc.
Condensed Balance Sheet
June 30, 1995
Unaudited
<S> <C>
Assets
Current Assets:
Cash $ 137,937
Total current assets 137,937
Property and equipment, net 3,240,983
Other assets 273
Total assets $ 3,379,193
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 218,503
Accrued expenses 5,159
Deferred revenue 65,099
Notes payable 314,920
Current maturities of long-term debt 27,805
Total current liabilities 631,486
Long-term debt 445,217
Stockholders' equity:
Preferred stock, $0.01 par value:
2,000,000 shares authorized
Designated as Class A 8% Convertible: 1,525,000 shares;
1,064,000 shares outstanding 10,640
Common stock, $0.0001 par value: 25,000,000
shares authorized; 7,653,767 shares outstanding 765
Additional paid-in capital 10,539,459
Accumulated Deficit (7,748,374)
2,791,085
Less note receivable - arising from issuance of
preferred and common stock (500,000)
Total stockholders' equity 2,291,085
Total liabilities and stockholders' equity $ 3,379,193
See accompanying notes to financial statements.
</TABLE>
<TABLE>
Celebrity Entertainment, Inc.
Condensed Statement of Operations
For the Six Months Ended June 30, 1995 and 1994
Unaudited
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Resort membership sales $ 8,822 $26,424 $ 21,344 44,358
Resort operations 16,024 65,229 55,016 111,107
Total revenues 24,846 91,653 76,360 155,465
Cost of sales - 4,251 - 6,472
Gross profit (loss) 24,846 87,402 76,360 148,993
Selling, general and administrative 428,957 245,839 622,347 387,050
Operating loss (404,111) (158,437) (545,988) (238,057)
Other income (expenses):
Interest income 1,400 5,931 3,074 5,931
Interest expense (2,500,360) (30,512) (2,512,862) (62,176)
(2,498,960) (24,581) (2,509,788) (56,245)
Loss from continuing operations (2,903,071) (183,018) (3,055,776) (294,302)
Discontinued operations of PSI - 16,907 - 16,907
Net loss (2,903,071) (166,111) (3,055,776) (277,394)
Per common share:
Loss from continuing operations $(1.40) $(0.12) $(1.48) $(0.19)
Gain (loss) from
discontinued operations $ - $ 0.01 $ - $ 0.01
Net loss per common share $(1.40) $(0.11) $(1.48) $(0.18)
Weighted average number of
common shares outstanding 2,069,789 1,564,511 2,069,789 1,509,344
See accompanying notes to financial statements.
</TABLE>
<TABLE>
Celebrity Entertainment, Inc.
Condensed Statement of Cash Flows
Unaudited
Six months ended June 30, 1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $(3,055,776) $ (277,394)
Adjustments to reconcile net loss to net
cash used by operating activities 2,819,983 136,834
Change in current assets and liabilities 129,300 682,196
Net cash provided by (used for) operating (365,093) 541,636
activities
Cash flows from investing activities:
Increase in production cost - (738,138)
Capital expenditures - (30,276)
Other - (4,831)
Net cash used for investing activities - (773,245)
Cash flows from financing activities:
Increase in notes payable 213,191 -
Additions (payments) of long-term debt (12,289) 470,060
Repayments of notes payable - (1,433,478)
Proceeds from sale of stock 299,850 1,616,453
Net cash provided by financing activities 500,752 653,035
Increase in cash and cash equivalents 135,659 421,426
Cash and cash equivalents, beginning of 2,278 5,362
period
Cash and cash equivalents, end of period $ 137,937 $ 426,788
Supplemental disclosure of cash paid for:
Interest $ 28,491 $ 94,182
Income taxes $ - $ -
See accompanying notes to financial statements.
</TABLE>
<TABLE>
Celebrity Entertainment, Inc.
Statement of Shareholders' Equity
Six Months Ended June 30, 1995
Unaudited
Note Receivable
arrising from
Additional Issuance of
Preferred Stock Common Stock Paid-In Preferred and
Shares Amount Shares Amount Capital Deficit Common Stock
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1995 589,000 $5,890 2,038,767 $203 $6,977,806 ($4,692,598) -
Issuance of Common Stock 475,000 $4,750 5,615,000 $562 $2,767,115 - $500,000
Net loss - - - - - (3,055,776) -
Balance at June 30, 1995 1,064,000 $10,640 7,653,767 $765 $10,539,459 ($7,748,374) $500,000
See accompanying notes to financial statements.
</TABLE>
CELEBRITY ENTERTAINMENT, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying financial statements have been prepared by the Company without
audit, pursuant to the rules and regulations of the Commission. In the opinion
of management, these financial statements include all adjustments necessary to
present fairly the financial position of the Company as of June 30, 1995 and the
results of operations and cash flows for the six-month periods ended June 30,
1995 and 1994. The Company's results of operations during the first six months
of the Company's fiscal year are not necessarily indicative of the results to be
expected for the full fiscal year. The financial statements included in this
report should be read in conjunction with the financial statements and notes
thereto in the Company's 1994 Form 10-KSB and any amendments thereto.
2. Net Loss Per Common Share
Net loss per common share is computed using the weighted average number of
shares outstanding during each period. Common stock equivalents have not been
included since the effect of such inclusion would be antidilutive.
3. Acquisition and Discontinued Operations
The management of the Company recognized that the financial condition of PSI at
December 31, 1994 was such that the Company was not able to exercise control
over the operations of its subsidiary, PSI, and that unless immediate financing
were obtained under conditions acceptable to the distributor of PSI's principal
television series production (the "Series"), bankruptcy of PSI was inevitable.
On March 6, 1995, the Company's board of directors approved a formal plan to
discontinue the operations and settle the liabilities of PSI by liquidating the
assets of PSI. As of December 31, 1994, the Company abandoned its investment in
PSI and deconsolidated the assets, liabilities and operations of the PSI
subsidiary on its financial statements.
On March 1, 1995, the Distributor and two production suppliers, all creditors of
PSI (the "Petitioning Creditors"), filed an involuntary petition
against PSI with the United States Bankruptcy Court, Middle District
of Florida, Orlando Division, requesting an order for relief under Chapter 11 of
the Bankruptcy Code (the "Petition"). The Petition asserted claims of amounts
owed as a result of the television Series which ceased production in November,
1994. During the six-month period ended June 30, 1995, PSI and the Petitioning
Creditors have reached a settlement regarding the issues connected with the
production and distribution of the Series. As part of the terms of the
settlement, PSI's ownership interest in the television series has been
relinquished to the distributor of the Series, mutual releases and waivers of
all other claims were exchanged, and the Petition was withdrawn. The Company
has agreed to assist PSI in providing $250,000 as payment to the Petitioning
Creditors and further to assist PSI in establishing a fund to satisfy the
remaining claims from other creditors of the Series. Commencing in the
six-month period ended June 30, 1995, PSI has been pursuing an effort to
identify and quantify all outstanding claims of indebtedness related to PSI's
operations in order to formulate a proposed cash settlement of all such claims.
As a result of the discontinuation of PSI, no results of operations or net
assets and liabilities of PSI are included in the accompanying financial
statements. The financial statements for 1994 have been restated to conform to
this presentation.
4. Management Plans
During the six-month period ended June 30, 1995, the Company entered into a
Financing Agreement and Letter of Intent (the "Financing Agreement") with
representatives of a private financing group (the "Financing Group"). Pursuant
to the terms of the Financing Agreement, the Company issued to the Financing
Group a promissory note in the principal amount of $200,000 payable on December
1, 1995 in return for the Financing Group's payment of $200,000 in cash to the
Company. In addition, the Financing Group purchased 1,000,000 shares of the
Company's common stock in return for a cash payment of $100,000 to the Company;
and 4,000,000 of the Company's common shares together with 475,000 of the
Company's Class A 8% Convertible preferred shares, payment for which was made by
a secured promissory note payable to the Company. The Company's shares issued in
connection with these transactions are not currently registered for sale, but it
is anticipated that they would be registered in the Company's next registration
statement. Also, 200,000 options exercisable until June 1998 on the basis of
100,000 common shares at $2.50 per share and 100,000 common shares at $0.50 per
share were granted to officers and directors of the Company in exchange for
indebtedness to the officers and directors of the Company. Upon completion of
additional funding which the Financing Group has agreed to provide, the Company
has granted to the Financing Group options to purchase additional common stock
of the Company.
The Company and the Financing Group have entered a period of negotiation and due
diligence in order to complete a proposed business combination of the Company
and one or more of the entities controlled or represented by the Financing
Group. Such business combination is expected to result in substantial
additional annual revenues and net income to the Company. If such proposed
business combination is effected, it is anticipated that a public offering or
other sale of securities would be completed, the proceeds from which, in part,
would be used to reduce the liabilities of CEI and expand CEI's resort
operations and the combining company's operations. This would result in the
reduction of CEI's liabilities and provide expected income in the upcoming year
of the Company's operations. However, there can be no assurance that any
proposed business combination will be effected. Any such business combination
and related public offering is subject to the combining entity's acceptance of
the Company's financial statements, the state of the general securities markets
and of the specific market for the Company's securities, and any necessary
regulatory review of the securities to be issued in connection with the
combination.
The Company believes that such financing plans, which have been formulated to
overcome its financial difficulties, have the reasonable capability of removing
the threat to the continuation of its business during the twelve month period
subsequent to December 31, 1994. Although management believes material progress
has been achieved toward acquiring the necessary funding to meet the Company's
existing obligations as well as contemplated capital requirements, as of the
date of this filing substantial additional financial capital is required and,
consequently, there is substantial doubt concerning the Company's ability to
continue as a going concern.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
General
The Company is principally engaged in the development, ownership,
marketing and operation of a destination resort community and fishing camp
located on Orange Lake near Ocala, Florida.
The financial statements of the Company for the six-months ended June 30,
1995 do not include the accounts of its previously owned subsidiary, Production
Services International, Inc. ("PSI"), which the Company discontinued at December
31, 1994.
Results of Operations
Six-Month Period Ended June 30, 1995 Compared to Six-Month Period Ended June 30,
1994
Revenues for the six-month period ended June 30, 1995 amounted to $76,360
compared to $155,465 for the six-month period ended June 30, 1994, reflecting a
decrease of $ 79,105. Revenues are comprised of memberships paid in full, dues
and resort operations. The decrease in revenues reflected for the six-month
period ended June 30, 1995 is a result of the stabilized use of the resort
facilities at the current membership level with no additional memberships sold.
There were no costs and expenses of revenues for the six-month period ended June
30, 1995 compared to $6,472 for the six-month period ended June 30, 1994,
resulting in a decrease of $6,472. The decrease is attributable principally to
a redefinition of previous costs of sales categories to general and
administrative expenses together with the reduction of merchandise sold in the
resort's general store. See "Liquidity and Capital Resources."
Selling, general and administrative expenses were $622,347 for the six
months ended June 30, 1995 compared to $387,050 for the six-month period ended
June 30, 1994, representing an increase of $235,297. The increase is due
principally to the increased fees paid for consulting and the exchange of the
Company's stock for salaries payable.
During the six-month period ended June 30, 1995, $2,512,862 in interest
expense was charged to operations compared to $62,176 for the six-month period
ended June 30, 1994, reflecting an increase of $2,450,686. The increase was due
principally to the issuance of the Company's common stock to a financing group
at substantially below market price.
Net losses for the six-month period ended June 30, 1995 were $3,055,776
which represents an increase of $2,778,382 above the net loss of $277,394 for
the six-month period ended June 30, 1994. This increase is primarily
attributable to the sale and issuance of the Company's common stock at
substantially below market price.
Liquidity and Capital Resources
The Company intends to complete the development of the Resort Property
during the 1995-96 resort seasons at a total cost of approximately $300,000.
Commencing in 1993, the Company pursued a marketing plan which focuses on the
on-site sale of new memberships. It is anticipated that revenues will increase
as a result of membership sales and facilities use, and that such increase will
generate cash flow from operations sufficient to finance approximately one-half
of the completion of the Resort. While there can be no assurance, the Company
is confident that additional capital that may be obtained from operations and
from the planned financing activities to be initiated during 1995 will
facilitate the completion of RV sites and additional Resort facilities and
amenities, which the Company believes will provide increasing revenue growth
through increased membership sales and Resort facilities use fees.
Liquidity and capital resources are hereinafter discussed in three broad
categories: operating activities, investing activities and financing
activities.
Cash increased $135,659 to $137,937 at June 30, 1995 from $2,278 at
December 31, 1994. Net cash used for operating activities was $365,093 during
the six-month period ended June 30, 1995 compared to cash provided by operating
activities of $541,636 during the six-month period ended June 30, 1994. The
change in cash provided by and used for operating activities resulted primarily
from the operations of the discontinued PSI television subsidiary.
During the six-month period ended June 30, 1995, there was no net cash
provided by or used for investing activities, compared with $773,245 used for
investing activities during the six-month period ended June 30, 1994. The
decrease of $773,245 is a result of the abandonment of PSI television production
and development activities combined with purchases of property and equipment at
the Resort.
During the six-month period ended June 30, 1995, net cash provided by
financing activities was $500,752, representing a decrease of $152,283 from net
cash provided by financing activities of $653,035 during the six-month period
ended June 30, 1994. The decrease is a result primarily of the net proceeds
from the completion of a public offering of the Company's securities which
occurred in January 1994, which resulted in greater net proceeds to the Company
than the additional indebtedness and stock sales completed by the Company during
the six-month period ended June 30, 1995.
The management of the Company recognized that the financial condition of
PSI at December 31, 1994 was such that the Company was not able to exercise
control over the operations of its subsidiary, PSI, and that unless immediate
financing for production of the Series were obtained under conditions acceptable
to the Distributor, bankruptcy of PSI was inevitable. On March 6, 1995, the
Company's board of directors approved a formal plan to discontinue the
operations and settle the liabilities of PSI by liquidating the assets of PSI.
As of December 31, 1994, the Company abandoned its investment in PSI and
deconsolidated the assets, liabilities and operations of the PSI subsidiary on
its financial statements.
During the six-month period ended June 30, 1995, PSI and the Distributor
have reached a settlement regarding the issues connected with the production and
distribution of the Series. Among the terms of the settlement, PSI's ownership
interest in the television series has been relinquished to the Distributor,
mutual releases of liability were exchanged between PSI and the Distributor, and
the petitioning creditors (which included the Distributor) withdrew an
involuntary petition that had been filed on March 1, 1995 with the United States
Bankruptcy Court, Middle District of Florida, Orlando Division, requesting an
order for relief under Chapter 11 of the Bankruptcy Code. The Company has
agreed to assist PSI in providing $250,000 as payment to the Distributor and the
other petitioning creditors and further to assist PSI in establishing a fund to
satisfy the remaining claims from other creditors of the Series. Commencing in
the six-month period ended June 30, 1995, PSI has been pursuing an effort to
identify and quantify all outstanding claims of indebtedness related to PSI's
operations in order to formulate a proposed cash settlement of all such claims.
Income from the resort is seasonal and on an annual basis the Company is
required to seek additional financing in order to pay long-term debt obligations
and the resort's ongoing operations, including payroll, creditors and taxes.
Income from the resort operations is not sufficient to sustain the Company's
operations. Consequently, the Company has been experiencing a liquidity problem
and must obtain financing in addition to expected revenues from operations in
order to pay its past due obligations and meet its current obligations as they
come due.
During the six-month period ended June 30, 1995, the Company entered into
a Financing Agreement and Letter of Intent (the "Financing Agreement") with
representatives of a private financing group (the "Financing Group"). Pursuant
to the terms of the Financing Agreement, the Company issued to the Financing
Group a promissory note in the principal amount of $200,000 payable on December
1, 1995 in return for the Financing Group's payment of $200,000 in cash to the
Company. In addition, the Financing Group purchased 1,000,000 shares of the
Company's common stock in return for a cash payment of $100,000 to the Company,
and 4,000,000 of the Company's common shares together with 475,000 of the
Company's Class A 8% Convertible preferred shares, payment for which was made by
a secured promissory note payable to the Company. The Company's shares issued in
connection with these transactions are not currently registered for sale, but it
is anticipated that they would be registered in the Company's next registration
statement. Also, options were granted to officers and directors of the Company
in exchange for indebtedness. Upon completion of additional funding which the
Financing Group has agreed to provide, the Company is obligated to grant to the
Financing Group options to purchase 3,000,000 additional shares of common stock
of the Company.
The Company and the Financing Group have entered a period of negotiation
and due diligence in order to complete a proposed business combination of the
Company and one or more of the entities controlled or represented by the
Financing Group. Such business combination is expected to result in substantial
additional annual revenues and net income to the Company. If such proposed
business combination is effected, it is anticipated that a public offering or
other sale of securities would be completed, the proceeds from which, in part,
would be used to reduce the liabilities of CEI and expand CEI's resort
operations and the combining company's operations. This would result in the
reduction of CEI's liabilities and provide expected income in the upcoming year
of the Company's operations. However, there can be no assurance that any
proposed business combination will be effected. Any such business combination
and related public offering is subject to the combining entity's acceptance of
the Company's financial statements, the state of the general securities markets
and of the specific market for the Company's securities, and any necessary
regulatory review of the securities to be issued in connection with the
combination.
Although management believes material progress has been achieved toward
acquiring the necessary funding to meet the Company's existing obligations as
well as contemplated capital requirements, as of the date of this filing
substantial additional financial capital is required and, consequently, there is
substantial doubt concerning the Company's ability to continue as a going
concern.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On March 1, 1995, the Distributor and two production suppliers, all
creditors of PSI (the "Petitioning Creditors"), filed an involuntary
petition against PSI with the United States Bankruptcy Court, Middle
District of Florida, Orlando Division, requesting an order for relief under
Chapter 11 of the Bankruptcy Code (the "Petition"). The Petition asserted
claims of amounts owed as a result of the television Series which ceased
production in November, 1994. During the six-month period ended June 30, 1995,
PSI and the Distributor have reached a settlement regarding the issues connected
with the production and distribution of the Series. Among the terms of the
settlement, PSI's ownership interest in the television series has been
relinquished to the Distributor, mutual releases of liability were exchanged
between PSI and the Distributor, and the petitioning creditors (which included
the Distributor) withdrew the Petition. The Company has agreed to assist PSI in
providing $250,000 as payment to the Distributor and the other petitioning
creditors and further to assist PSI in establishing a fund to satisfy the
remaining claims from other creditors of the Series. Commencing in the six-
month period ended June 30, 1995, PSI has been pursuing an effort to identify
and quantify all outstanding claims of indebtedness related to PSI's operations
in order to formulate a proposed cash settlement of all such claims.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
During the six-month period ended June 30, 1995, the Company entered into
a Financing Agreement and Letter of Intent (the "Financing Agreement") with
representatives of a private financing group (the "Financing Group"). Pursuant
to the terms of the Financing Agreement, the Company issued to the Financing
Group a promissory note in the principal amount of $200,000 payable on December
1, 1995 in return for the Financing Group's payment of $200,000 in cash to the
Company. In addition, the Financing Group purchased 1,000,000 shares of the
Company's common stock in return for a cash payment of $100,000 to the Company;
and 4,000,000 of the Company's common shares together with 475,000 of the
Company's Class A 8% Convertible preferred shares, payment for which was made by
a secured promissory note payable to the Company. The Company's shares issued in
connection with these transactions are not currently registered for sale, but it
is anticipated that they would be registered in the Company's next registration
statement. Also, options were granted to officers and directors of the Company
in exchange for indebtedness. Upon completion of additional funding which the
Financing Group has agreed to provide, the Company is obligated to grant to the
Financing Group options to purchase 3,000,000 additional shares of common stock
of the Company.
The Company and the Financing Group have entered a period of negotiation
and due diligence in order to complete a proposed business combination of the
Company and one or more of the entities controlled or represented by the
Financing Group. Such business combination is expected to result in substantial
additional annual revenues and net income to the Company. If such proposed
business combination is effected, it is anticipated that a public offering or
other sale of securities would be completed, the proceeds from which, in part,
would be used to reduce the liabilities of CEI and expand CEI's resort
operations and the combining company's operations. This would result in the
reduction of CEI's liabilities and provide expected income in the upcoming year
of the Company's operations. However, there can be no assurance that any
proposed business combination will be effected. Any such business combination
and related public offering is subject to the combining entity's acceptance of
the Company's financial statements, the state of the general securities markets
and of the specific market for the Company's securities, and any necessary
regulatory review of the securities to be issued in connection with the
combination.
A majority of the Company's shareholders authorized the reverse split of
the Company's common stock on the basis of one new common share in exchange for
each five shares of the Company's existing common stock. Such reverse split
took effect on August 3, 1995 with the result that, as of the date of this
filing, the Company has outstanding 1,531,753 shares of common stock.
On June 12, 1995, representatives of the Company appeared in an oral
hearing before a Panel authorized by the National Association of Securities
Dealers and presented a plan to demonstrate compliance with the minimum bid
price required for the Company's securities to continue to be listed on The
Nasdaq SmallCap Market ("Nasdaq"). As a result of the hearing procedure, the
Panel recommended that the Nasdaq Listing Qualifications Committee approve the
Company's request to receive a temporary exception to the bid price
requirements, which exception was granted. Consequently, the Company's
securities have continued to be listed on Nasdaq. As of the date of this
filing, the Company has demonstrated compliance with the minimum bid price
requirements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None.
(b) Reports on Form 8-K:
None.
SIGNATURES
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 thereunto duly authorized.
Date: June 27, 1996
CELEBRITY ENTERTAINMENT, INC.
By: /s/ J. William Metzger
J. William Metzger,
Executive Vice-President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS INCLUDED IN FORM 10-QSB/A AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 137,937
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 137,937
<PP&E> 3,502,677
<DEPRECIATION> 261,694
<TOTAL-ASSETS> 3,379,193
<CURRENT-LIABILITIES> 631,486
<BONDS> 445,217
<COMMON> 765
0
10,640
<OTHER-SE> 10,539,459
<TOTAL-LIABILITY-AND-EQUITY> 3,379,193
<SALES> 21,344
<TOTAL-REVENUES> 76,360
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,512,862
<INCOME-PRETAX> (3,055,776)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,055,776)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,055,776)
<EPS-PRIMARY> (1.48)
<EPS-DILUTED> (1.48)
</TABLE>
