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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 0-18866 DATE OF REPORT: SEPTEMBER 30, 1997
(Date of earliest reported event)
FIRST NATIONAL ENTERTAINMENT CORP.
(Exact name of small business issuer as specified in its charter)
COLORADO 93-1004651
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 ENTERPRISE DRIVE, SUITE 109, OAK BROOK, ILLINOIS 60523
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(Address of principal executive offices)
(630) 573-8209
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(Registrant's telephone number)
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Item 2. Acquisition or Disposition of Assets
First National Entertainment Corp., the Company, established a wholly owned
subsidiary First National Finance Corp. ("FNFC") which acquired the assets of
Shiloh Corp. from the principal shareholder, Chairman and Board member, Mr.
Charles E. Nootens.
Cash, Notes Receivable generated in the course of business and development
property were obtained for Preferred Stock and stock call options. The Company
expects this subsidiary to be profitable during the current fiscal year.
FNFC obtained 28,000,000 shares from the Company and were utilized in the
following manner:
6 Units* = $60,000 sold for cash
14 Units* = $140,000 reduced Secured Demand Note Debt
50 Units* = $500,000 used in acquisition of FNFC
* each unit is valued at $10,000
The Company will receive an annual management fee equal to one-half ( 1/2) the
annual Federal income tax savings or a minimum of $50,000.
The Company also established a wholly owned subsidiary, First National
Environmental Technologies, Inc. (FNET) which acquired a Swiss management
company with rights to ultra violet light trenchless pipe repair technology in
exchange for 1,500,000 shares of common stock, 17,500,000 warrants to acquire
common stock at $.12 1/2 per share, preferred stock in the principal amount of
$1,862,000 and a self liquidating note in the amount of $5,000,000. The
Company received 100% ownership of the management company, FNAT Franchising
A.G., headquartered in Zurich, Switzerland. This note will be liquidated by
application of certain future tax benefits. An additional 1,000,000 shares
were issued as a brokers commission. Initially, this product will be marketed
in Northern Europe.
Item 5 - Other Events
Mr. Jurg Mullhaupt has been appointed to the board of directors effective
October 1, 1997. Mr. Kenneth E. Scipta replaces Mr. Geoffrey McGrath as Board
Secretary. Mr. McGrath remains a member of the Board.
Effective October 1, 1997 First National Entertainment Corp. has entered into a
consulting agreement with Peter Keefe Productions to perform entertainment
industry related activities while developing a strategy and action plan. These
would include, but is not limited to, an initial evaluation, formulating a one
to three year plan for First National Entertainment Corp.'s growth and the
functions necessary to effectuate the plan. The agreement will be on an "at
will" basis, which can be ended with 30 days notice.
On October 2, 1997 First National Environmental Technologies, Inc. signed a
memorandum of agreement to an exclusive license to offer the "Beaver Spot"
steam trenchless pipe repair technology in Germany, Switzerland, Austria, the
Netherlands, Belgium and Luxemburg from BJR/MLI of Denmark. The agreement is
subject to due diligence and funding.
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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 hereunto duly authorized.
First National Entertainment Corp.
Registrant
October 10, 1997 /s/ Charles E. Nootens
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Date Signature
Charles E. Nootens
Chairman
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The process compliments FNAT Franchising A.G.'s capabilitiy in its European
operations.
Item 6 - Resignations of Registrant's Directors
Stephen J. Denari, resigned as a member of the board of directors and officer
of First National Entertainment Corp. (FNAT), on June 27, 1997 accepted at
September 30, 1997.
Attached is exhibit 1, resignation letter of Stephen J. Denari, fully executed
on September 30, 1997.
Item 7 - Financial Statements and Exhibits
Since the establishment of First National Entertainment Corp. subsidiaries,
First National Finance Corp. and First National Environmental Technologies,
Inc. as start up ventures no financial statements are available or were
required. Financial proforma forecasts will be filed as soon as practical, but
not later than required.
EXHIBITS
1. Resignation letter of Stephen J. Denari, dated June 27, 1997.
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 hereunto duly authorized.
First National Entertainment Corp.
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Registrant
October 10, 1997
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Charles E. Nootens
Chairman
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EXHIBIT 1
June 27, 1997
Board of Directors
First National Entertainment Corp.
600 Enterprise Drive
Suite 109
Oak Brook, Illinois 60523
Dear Board of Directors:
Please consider this letter as my tender of resignation, as a President and
Board Member of First National Entertainment Corp., effective today, June 27,
1997.
Sincerely,
Stephen J. Denari
President
First National Entertainment Corp.
