SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1996
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 O-26676
MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 13-3835325
(State or Other Jurisdiction
of Incorporation or Organization) (I.R.S. Employer Identification No.)
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1410 Broadway, Suite 1602, New York, New York 10018
(Address of Principal Executive Offices)
(212) 391-1111
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class Name of each exchange on which registered
NONE
Securities registered pursuant to Section 12(g) of
the Act:
Common Stock, $.001 par value
Common Stock Purchase Warrants
(Title of Class)
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that registrant 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 no disclosure of delinquent filers in response 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 [ ].
The Registrant's revenues for its fiscal year ended September 30, 1996
were $5,727,320.
The aggregate market value of the voting stock on February 5, 1997
(consisting of Common Stock, par value $.01 per share) held by non-affiliates
was approximately $3,572,400, based upon the average bid and asked prices for
such Common Stock on said date ($2.29), as reported by a market maker. On such
date, there were 3,005,000 shares of Registrant's Common Stock outstanding.
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(c) All exhibits, except those designated by an asterisk (*) which are
filed herewith, have previously been filed with the Commission in connection
with the Company's Registration Statement on Form SB-2 and pursuant to 17 C.F.R.
?230.411, are incorporated by reference herein.
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1.1 - Form of Underwriting Agreement.
1.2 - Form of Selected Dealers Agreement.
3.1 - Certificate of Incorporation of the Company.
3.2 - Amendment to Certificate of Incorporation of the Company, filed in May 1995.
3.3 - Second Amendment to Certificate of Incorporation of the Company, filed in June 1995.
3.4 - Certificate of Incorporation of Match II, Inc.
3.5 - By-Laws of the Company.
3.6 - By-Laws of Match II, Inc.
3.7 - Certificate of Incorporation of American Eagle Industries Corp.
3.8 - By-Laws of American Eagle Industries Corp.
3.8(a)* - Third Amendment to Certificate of Incorporation of the Company, filed in May 1996.
4.1 - Specimen Common Stock Certificate.
4.2 - Specimen Warrant Certificate.
4.3 - Form of Warrant Agreement between the Company and EuroAtlantic Securities, Inc.
(the "Underwriter").
4.4 - Form of Warrant Agreement between the Company, the Underwriter and Continental Stock Transfer &
Trust Company.
4.5 - Form of Bridge Loan Warrant.
4.6 - MMP Shareholders Agreement.
4.7 - Form of Lock-up Agreement.
5.0 - Opinion of Lampert & Lampert.
10.1 - The Company Senior Management Incentive Plan.
10.2 - Sublease at 448 West 16th Street, New York, New York.
10.3 - Lease for 1407 Broadway, New York, New York.
10.4 - Dytex Agreement.
10.5 - Consulting and Mergers and Acquisitions Agreement.
10.6 - Florida warehouse lease.
10.7 - Promissory Note Payable to Europe American Capital Corp.
10.8 - MMP Letter of Intent to Acquire Films.
10.9 - MMP Agreement with Cinerom.
10.10 - Raven Press Agreement.
10.11 - Form of Demand Note from MMP to Company.
10.12 - Amended Note payable to Europe American Capital Corp.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, as
amended the Registrant has caused this report to be signed on its behalf,
thereunto duly authorized as of the 9th day of March, 1999.
MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
By: /s/ Ilan Arbel
Ilan Arbel, President
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.
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/s/ Ilan Arbel President and Director 3/9/99
Ilan Arbel Date
/s/ Rivka Arbel Director 3/9/99
Rivka Arbel Date
/s/ Yair Arbel Director 3/9/99
Yair Arbel Date
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Exhibit 3.8(a)
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
Under Section 242 of the Delaware Corporation Law:
The undersigned, for the purpose of amending the Certificate of
Incorporation of MULTIMEDIA CONCEPTS INTERNATIONAL, INC., does hereby certify
and set forth:
FIRST:
The name of the Corporation is
MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
SECOND:
The Certificate of Incorporation was filed by the Department of State on
June 6, 1994.
THIRD:
The amendment to the Certificate of Incorporation of the Corporation
effected by this Certificate of Amendment is to authorized an increase in the
authorized number of shares of Common Stock form 10,000,000 to 40,000,000
shares, as follows:
The Certificate of Incorporation of this Corporation is amended by changing
?Article IV?, so that, as amended, said Article shall read as follows:
"FOURTH:
The amount of total authorized capital stock of this Corporation is FORTY
MILLION (40,000,000) shares of Common Stock, par value $.001 per share."
FOURTH:
The amendment to the Certificate of Incorporation of the Corporation set
forth above was adopted by written consent of the Corporation?s majority
shareholder on the 15th day of May, 1996.
IN WITNESS WHEROF, the undersigned President of this Corporation has
executed this Certificate of Amendment on this 24th day of May, 1996.
MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
/s/ Sheikhar Boodram
Sheikhar Boodram, President
