SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-25308
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ENTERTAINMENT/MEDIA ACQUISITION CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-3751702
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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c/o Bannon & Co., Inc., 202 North Canon Drive, Beverly Hills, California 90210
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (310) 276-7929
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Former name, former address and former fiscal year, if
changed since last report.
Indicate by check [X] whether the registrant (1) has filed all
reports required to be filed by Sections 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 [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 2,600,000 shares
of the Company's Common Stock, $.001 par value, were outstanding as of May 31,
1996.
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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 thereunto duly authorized.
ENTERTAINMENT/MEDIA
ACQUISITION CORPORATION
(Registrant)
Date: October 25, 1996 /s/ Jeffrey A. Rochlis
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Jeffrey A. Rochlis
Chief Executive Officer and President
Date: October 25, 1996 /s/ Scot K. Vorse
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Scot K. Vorse
Vice President - Finance
(Principal Financial and Accounting Officer),
Treasurer and Secretary
19
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ENTERTAINMENT/MEDIA ACQUISITION CORPORATION
Exhibit Index
Exhibit
No.
3.1 Registrant's Certificate of Incorporation (incorporated by
reference to exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, Registration No. 33- 83624 ("Registrant's
Registration Statement")).
3.2 Registrant's By-laws (incorporated by reference to exhibit 3.2
to the Registrant's Registration Statement).
4.1 Form of Common Stock Certificate (incorporated by reference to
exhibit 4.1 to the Registrant's Registration Statement on Form
S-1, Registration No. 33-83624 ("Registrant's Registration
Statement")).
4.2 Form of Warrant Certificate (incorporated by reference to
exhibit 4.2 to the Registrant's Registration Statement).
4.3 Form of Unit Purchase Option granted to Underwriters
(incorporated by reference to exhibit 4.3 to the Registrant's
Registration Statement).
4.4 Warrant Agreement between Continental Stock Transfer & Trust
Company and the Registrant (incorporated by reference to exhibit
4.4 to the Registrant's Registration Statement).
10.1 Agency Agreement dated as of December 10, 1993 between the
Registrant and GKN Securities Corp., and amendments thereto
(without schedules)(incorporated by reference to exhibit 10.1
to the Registrant's Registration Statement).
10.2 Letter Agreement among each of the Stockholders of the
Registrant, the Registrant and GKN Securities Corp. (without
schedules)(incorporated by reference to exhibit 10.2 to the
Registrant's Registration Statement).
10.3 Form of Warrant issued in Bridge Financing (incorporated by
reference to exhibit 10.4 to the Registrant's Registration
Statement).
10.4 Form of Investment Management Trust Agreement between U.S.
Trust and the Registrant (incorporated by reference to exhibit
10.5 to the Registrant's Registration Statement).
10.5 Form of Stock Escrow Agreement between the Registrant and
Continental Stock Transfer & Trust Company (incorporated by
reference to exhibit 10.6 to the Registrant's Registration
Statement).
10.6 Letter Agreement regarding administrative support (incorporated
by reference to exhibit 10.7 to the Registrant's Registration
Statement).
10.7 Agreement of Merger among the Registrant, Overseas and Ellen
Dinerman Little and Robert B. Little.*
27 Financial Data Schedule
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* Previously filed.
22
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<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of Entertainment/Media Acquisition Corporation for the
period ended May 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> NOV-30-1996 NOV-30-1996
<PERIOD-START> MAR-01-1996 DEC-01-1995
<PERIOD-END> MAY-31-1996 MAY-31-1996
<CASH> 239,687 239,687
<SECURITIES> 10,930,166 10,930,166
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 11,451,565 11,451,565
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 11,472,907 11,472,907
<CURRENT-LIABILITIES> 222,861 222,861
<BONDS> 0 0
0 0
0 0
<COMMON> 2,180 2,180
<OTHER-SE> 11,247,866 11,247,866
<TOTAL-LIABILITY-AND-EQUITY> 11,472,907 11,472,907
<SALES> 0 0
<TOTAL-REVENUES> 137,472 284,981
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 83,821 160,535
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 53,651 124,446
<INCOME-TAX> 22,200 50,700
<INCOME-CONTINUING> 31,451 73,746
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 31,451 73,746
<EPS-PRIMARY> .01 .03
<EPS-DILUTED> .01 .03
</TABLE>
