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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
BIGSTAR ENTERTAINMENT, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
089896104
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a
prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP 089896104 SCHEDULE 13G Page 2 of 10
1 Name of Reporting Person Storie Partners, L.P.
IRS Identification No. of Above Person 94-3229736
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 852,758
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 852,758
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 852,758
10 Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 8.5%
12 Type of Reporting Person PN
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CUSIP 089896104 SCHEDULE 13G Page 3 of 10
1 Name of Reporting Person Storie Advisors, Inc.
IRS Identification No. of Above Person 94-3190755
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 852,758
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 852,758
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 852,758
10 Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 8.5%
12 Type of Reporting Person IA
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CUSIP 089896104 SCHEDULE 13G Page 4 of 10
1 Name of Reporting Person Richard E. Dirickson
IRS Identification No. of Above Person N/A
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 852,758
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 852,758
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 852,758
10 Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 8.5%
12 Type of Reporting Person IN
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CUSIP 089896104 SCHEDULE 13G Page 5 of 10
1 Name of Reporting Person Steven A. Ledger
IRS Identification No. of Above Person N/A
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 852,758
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 852,758
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 852,758
10 Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 8.5%
12 Type of Reporting Person IN
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CUSIP 089896104 SCHEDULE 13G Page 6 of 10
Item 1(a). Name of Issuer.
Bigstar Entertainment, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
19 Fulton Street, 5th Floor
New York, NY 10038
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the cover pages of
this Schedule, which Items are incorporated by this reference
herein.
Item 2(b). Address of Principal Business Office or, if none, Residence.
The address of each of the reporting persons is 100 Pine
Street, Suite 2700, San Francisco, CA 94111
Item 2(c). Citizenship.
Reference is made to Item 1 of each of the cover pages of
this Schedule, which Items are incorporated by this reference
herein.
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
089896104
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Sections 240.13d
-1(b) or 240.13d -2(b) or (c), check whether the person
filing is a:
(a) [ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C.
80a -8).
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CUSIP 089896104 SCHEDULE 13G Page 7 of 10
(e) [x] An investment adviser in accordance with
Section 240.13d -1(b)(1)(ii)(E) (Storie Advisors,
Inc.);
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d -1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in
accordance with Section 240.13d -1(b)(1)(ii)(G)
(Richard E. Dirickson; Steven A. Ledger);
(h) [ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a -3);
(j) [ ] Group, in accordance with Section 240.13d -
1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-
1(c), check this box. [x]
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of page two (2)
of this Schedule 13G, which Items are incorporated by reference herein.
Storie Partners, L.P. has sole power to vote or direct the
vote of all of its shares of the Company's Common Stock. The
management of Storie Partners, L.P. is vested exclusively in its
general partner, Storie Advisors, Inc. Because Richard E. Dirickson
owns 60% of the outstanding common stock of Storie Advisors, Inc. and
Steven Ledger owns 40% of the outstanding common stock of Storie
Advisors, Inc. and is the portfolio manager, it is possible that
Richard E. Dirickson and/or Steven Ledger may be deemed a beneficial
owner of the Company's shares held by Storie Partners, L.P. by virtue
of the definition of "beneficial owners" in Rule 13d-3 under the
Securities Exchange Act of 1934. The filing of this Schedule shall not
be construed as an admission by either Richard E. Dirickson or Steven
A. Ledger that he is a beneficial owner of any securities of the
Company or an admission by any of the filing persons that they are
members of a group.
In addition, it is possible that other individual directors
or executive officers of Storie Advisors, Inc. might be deemed the
"beneficial owners" of some or all of the securities to which this
Schedule relates in that they might be deemed to share the power to
direct the voting or disposition of such securities. Neither the
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CUSIP 089896104 SCHEDULE 13G Page 8 of 10
filing of this Schedule nor any of its contents shall be deemed to
constitute an admission that any of such individuals is, for any
purpose, the beneficial owner of any of the securities to which this
Schedule relates, and such beneficial ownership is expressly
disclaimed.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, each of the undersigned certifies that, to
the best of its or his knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
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CUSIP 089896104 SCHEDULE 13G Page 9 of 10
Signature
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATED: March 13, 2000
STORIE PARTNERS, L.P. STORIE ADVISORS, INC.
By: /s/ Steven A. Ledger By: /s/ Steven A. Ledger
__________________________ __________________________
Title: Chief Financial Officer Title: Chief Financial Officer
of Storie Advisors, Inc., its
General Partner
/s/ Steven A. Ledger /s/ Richard E. Dirickson
________________________________ _______________________________
Steven A. Ledger Richard E. Dirickson
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CUSIP 089896104 SCHEDULE 13G Page 10 of 10
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement
of the below-named parties, in accordance with rules promulgated
pursuant to the Securities Exchange Act of 1934, to file this Schedule
and any subsequent amendment jointly on behalf of each of such parties.
DATED: March 13, 2000
STORIE PARTNERS, L.P. STORIE ADVISORS, INC.
By: /s/ Steven A. Ledger By: /s/ Steven A. Ledger
__________________________ __________________________
Title: Chief Financial Officer Title: Chief Financial Officer
of Storie Advisors, Inc., its
General Partner
/s/ Steven A. Ledger /s/ Richard E. Dirickson
________________________________ _______________________________
Steven A. Ledger Richard E. Dirickson
