-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UO+e8mfGewDP7PAq4GW/zaBTYOGdOrn8+xeUS48lJbHSlpwU0OLP0BG5JTLH0ERA iv1P9AKoiYjMtYooQLRwGg== 0000950137-99-000793.txt : 19990403 0000950137-99-000793.hdr.sgml : 19990403 ACCESSION NUMBER: 0000950137-99-000793 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST NATIONAL ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000853832 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 931004651 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 001-12247 FILM NUMBER: 99583633 BUSINESS ADDRESS: STREET 1: 477 E BUTTERFIELD ROAD STREET 2: SUITE 307 CITY: LOMBARD STATE: IL ZIP: 60148 BUSINESS PHONE: 6305738209 MAIL ADDRESS: STREET 1: 600 ENTERPRISE DRIVE STREET 2: SUITE 109 CITY: OAK BROOK STATE: IL ZIP: 60523 FORMER COMPANY: FORMER CONFORMED NAME: 1ST NATIONAL FILM CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: POWER CAPITAL INC DATE OF NAME CHANGE: 19910109 10KSB 1 FORM 10-KSB 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 Commission file No. 0-18866 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FIRST NATIONAL ENTERTAINMENT CORP. (Exact name of small business issuer as specified in its charter) Colorado 93-1004651 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 477 E. Butterfield Rd., Suite 307, Lombard, IL 60148 ---------------------------------------------------- (Address of principal executive offices) 600 Enterprise Drive, Suite 109, Oak Brook, IL 60521 ---------------------------------------------------- (Address of previous executive offices) (630) 971-9924 -------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock $0.005 Par Value ----------------------------- (Title of Class) 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 [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference of Part III of this Form 10-KSB, or any amendment to this Form 10-KSB. [ ] Registrant's revenues for the Twelve Month Period Ending 12/31/98: $1,951,900. As of March 31, 1999 the registrant had 18,537,458 shares of its $.005 par value Common Stock outstanding. The aggregate market value of shares of Common Stock held by non-affiliates was $1,650,301 as of this date. 2 INDEX
Part I. Page Item 1. Business............................................................................. 1 Item 2. Properties........................................................................... 9 Item 3. Legal Proceedings.................................................................... 9 Item 4. Submission of Matters to a Vote of Security Holders.................................. 9 Part II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters................ 9 Item 6. Management's Discussion and Analysis of Financial Conditions and results of operations........................................................................ 10 Item 7. Financial Statements and Supplementary Data.......................................... 13 Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.......................................................................... 13 Part III. Item 9 Directors and Executive Officers of the Registrant................................... 13 Item 10 Executive Compensation............................................................... 14 Item 11 Security Ownership of Certain Beneficial Owners and Management....................... 15 Item 12 Certain Relationships and Related Transactions....................................... 16 Part IV Item 13 Exhibits, Financial Statement Schedules and Reports on Form 8-K...................... 16
3 PART I ITEM 1 - BUSINESS GENERAL First National Entertainment Corp. (the "Corporation") was founded to pursue the acquisition, distribution and marketing of high quality entertainment properties targeted at the family market in all forms of media. The Corporation was incorporated on January 10, 1985, under the name of Power Capital Inc., a Colorado corporation. In November of 1989, Power Capital became a public company. On October 26, 1990 Power Capital acquired 100% of the stock of 1st National Film Corp., a California corporation (1st National Film - California) in a tax-free, stock-for-stock exchange. For financial reporting purposes this acquisition was considered a reverse acquisition, in which 1st National Film-California was deemed the acquiring or successor parent corporation. In December of 1990 the name of the Corporation was changed to 1st National Film Corp. (the "Corporation"), and 1st National Film - California's inception date of July 7, 1989 is considered the Corporation's inception date. In October of 1994, the Corporation changed its name to First National Entertainment Corp. In December, 1991 the Corporation completed the acquisition of all U.S. and Canadian distribution, merchandising and ancillary licensing rights to the completed animated film property Happily Ever After for approximately $1.35 million. In 1993, the Corporation left the developmental stage and entered the operational stage concurrent with the national theatrical release of Happily Ever After. The revenue resulting from the release of the motion picture, including other forms of media, was well below projections. Resulting losses were significant and the Company accumulated a substantial tax-loss carry-forward. With the entry of a new management team in 1997 a business plan was developed with the approval of the Board of Directors to immediately develop an income stream, establish positive cash flow, pursue continuation and expansion in the entertainment industry while exploring new business opportunities that could immediately utilize its other unique resources. In 1997 the Corporation established First National Finance Corp. This division provides short term, high yield bridge loans primarily to developers and redevelopers of real estate in the Chicago area. The cash flow from this division currently supports the daily cash requirements of the entire Corporation. The Corporation had been listed and traded on the NASDAQ since July, 1991 until it was delisted July 3, 1997. The Corporation was denied its delisting appeal on January 28, 1998 by the NASD Board of Governors. Currently the Corporation trades on the OTC Bulletin Board. FIRST NATIONAL ENTERTAINMENT CORP.(THE CORPORATION) Holding Corporation for subsidiaries in the general entertainment industry and the finance industry. The company has the following wholly owned subsidiaries. A brief overview and then in depth presentations follow. 1 4 ENTERTAINMENT SUBSIDIARIES FIRST NATIONAL ENTERTAINMENT CORP.(FNAT) This Company maintains unrestricted distribution rights to a variety of media and products for Canada and the United States relating to its full length animated movie - Happily Ever After. This movie is primarily aimed at the 3 to 7 year old market, films of this nature have continuing value since the target age group turns over quickly and there is a new market available every 3 to 5 years. An added asset is the fact that the movie has never been viewed on public or cable television. The company anticipates continued efforts toward revenue generation in 1999 from the Happily Ever After property. EQUATOR ENTERTAINMENT The Plan to diversify was enhanced in 1998 with the addition of Mr. Peter Keefe located in Los Angeles area. A new company was created and will operate under the name Equator Entertainment will focus upon programs that have "all-family" appeal and that are calculated to achieve success in the domestic and international market place. Mr. Peter Keefe has many years of experience in children's animated entertainment and is a well known and respected executive in the television industry. STYLUS RECORDS A Company acquired in 1994 (80%) which ceased operations several years ago. VIDEO CHAIN SUBSIDIARY FIRST NATIONAL VIDEO CORP. In April, 1998 the Company acquired the assets of Windy City Video a chain of six retail video stores in the Chicagoland area. FINANCING SUBSIDIARY FIRST NATIONAL FINANCE CORP. In 1997 the Corporation established a wholly owned subsidiary to contain the assets of Shiloh Corporation, a company engaged in relatively small, high yield bridge loans. PRAIRIE BUSINESS CREDIT, INC. Company was formed in January, 1999 to acquire the name and assets of a corporation engaged in accounts receivable factoring. The purchase was recorded on January 1, 1999. 2 5 OTHER SUBSIDIARY FIRST NATIONAL ENVIRONMENTAL TECHNOLOGIES, INC. The company was established in 1997 to take advantage of an advanced system for underground pipe service repairs. In 1997 unreconcilable differences with the European management group led to the corporation extracting itself from the European subsidiaries, the company was disposed of in 1998. FIRST NATIONAL ENTERTAINMENT CORP.(FNAT) - (THE CORPORATION) MISSION STATEMENT The Corporation has developed or continues to develop mission statements for each subsidiary to establish clear operating parameters. These statements assist in monitoring each company to maintain a well defined direction in daily operations and long term planning. INSURANCE The Company maintains adequate insurance policies, including general liability, workers compensation and employers' liability and officers and directors. There can be no assurance that any of the above coverage's will be adequate for the Company's needs. EMPLOYEES As of December 31, 1998 the Company had four permanent employees, including two officers and two staff. No employee of the Company is represented by a labor union or is subject to a collective bargaining agreement. The Company believes that its relationship with its employees is good. RESEARCH AND DEVELOPMENT The Company did not incur any research and development (R&D) costs for the period ended December 31, 1998 or the fiscal year ended December 31, 1997. The Company does not expect to generate any significant R&D costs in fiscal 1999. REGULATION The Code and Ratings Administration of the Motion Picture Association of America, an independent industry trade association, assigns ratings for age suitability for viewing of motion pictures. The Company has and will continue to submit its films for ratings. United States television stations and networks, as well as foreign governments, impose restrictions on the content of motion pictures and other entertainment properties. There can be no assurance that future restrictions on entertainment properties released by the Company may not affect the Company's ability to exhibit or sell such entertainment properties. INDUSTRY OVERVIEW The Company competes with many other entertainment companies that have greater industry experience, acceptance and financial resources than the Company. The Company faces significant 3 6 competition from companies in the field of acquiring, financing, developing, producing, marketing and distributing quality entertainment products into related markets. EQUATOR ENTERTAINMENT (EE) GENERAL Mr. Peter Keefe was named to head up the company's entertainment operations. Mr. Keefe will be responsible for expanding the Company's presence in the industry through program creation, production and sales & marketing, with an emphasis upon building an entertainment program library in which the Company will have a substantial ownership. Equator Entertainment will focus upon programs that have family appeal and that will be successful in the domestic and international marketplace. One of the initial primary thrusts is in representing international programs for sale to American television networks. SALES & MARKETING Equator Entertainment will prudently "grow" its business with the addition of further key executives to compliment its new business plan. In addition, Mr. Keefe has an extensive network of contacts in the television broadcast and production community as well as in the merchandise licensing business throughout the world entertainment market. The focus will be extraordinary, character driven entertainment properties which appeal to children two to eleven years old. OPERATIONS Currently, the Company has two employees and is located in California. All accounting, payroll and operating requirements are handled through an agreement with the Corporation. COMPETITION Competing in a world entertainment environment, competition comes from a variety of international producers, distributors and studios. Equator expects to market high end, world class children's entertainment properties in the global television, video, music, publishing and merchandising marketplace. A sample of the competition ranges from Disney to Canal Plus and Egmont in Europe. FINANCIAL CONDITION Equator does not expect any revenue until the latter part of 1999. A Board approved forecast has a goal of break even for the initial full year of operations. Agreements with television networks require substantial advance timing before revenue is recognized due to the nature of industry scheduling. The Corporation is prepared to fund operations until a positive Cash Flow can be expected, during year two of operations, in 2000. FIRST NATIONAL VIDEO CORP.(FNVC) GENERAL In April, 1998 the corporation acquired the assets of a chain of six retail video stores. These stores are located in the Chicago area. Five of the six stores were in excellent locations. The sixth store was marginal and eventually closed in the fourth quarter 1998. 4 7 OPERATIONS A General Manager oversees a manager at each location. Controls over cash and credit card receipts are maintained on a daily basis. Currently, videos are purchased in a range of $25.00 to $85.00 and in turn rented or sold. During 1998 it was determined the best course of action for an under performing store was to close it. This was completed in November, 1998. In order to attract more traffic, Illinois Lotto was added to each store. EMPLOYEES Collectively the stores employ approximately 60 full and part time employees. Managers and some assistant managers are salaried with the remainder of the employees hourly. Currently, the company has no union and does not anticipate one. INDUSTRY OUTLOOK/COMPETITION Currently the independent video store segment of the industry is under siege from the large national chains, particularly Blockbuster and Hollywood Video. In addition to opening hundreds of new stores nationally (some of which may affect the company's existing locations) Blockbuster has negotiated a tremendously favorable deal with the major studios. This deal is detrimental to the sales health of many independent stores. This type of deal is Pay Per View - which is a plan offering the videos at a very nominal cost, usually $8.00 or less, and sharing in the revenue. This allows for many more copies per store with a nominal initial cash investment. The company has an agreement with Rentrak, a company which provides videos on a Pay Per View basis. This should result in obtaining a competitive quantity of first run titles during the second quarter of 1999. It is uncertain at this time how revenue sharing will effect income for 1999. FINANCIAL CONDITION A loan of $400,000 was obtained from a national bank and all payments have been made on a timely basis. With the rapidly changing adverse market the company lost a substantial amount during 1998. The company has and will continue to make cost cutting and revenue enhancing steps so as not to incur additional losses in 1999. STYLUS RECORDS In 1998, the company was able to negotiate a repurchase of all shares of Stylus and has allowed the company to be dissolved. The guarantee of certain stock values for 60,000 shares of First National Entertainment Corp. common stock was negotiated and the shares returned or the guarantee eliminated. (See Financial Statement, Note 12 "Stylus Records"). 5 8 PRAIRIE BUSINESS CREDIT, INC.(PBCI) THE COMPANY Prairie Business Credit, Inc. is in the business of factoring, i.e. purchasing accounts receivable from companies and those in transition that do not qualify for bank standard credit. Prairie succeeds in this form of lending to companies by relying on the credit of the client's customers, not the credit of the client. Extensive credit research reduces a significant (although not all) possible losses through the failure of the ultimate customer to pay the factored invoices. PBCI was started in July of 1993 by Trevor Morgan who has more than twenty five years experience lending to business. PBCI has a staff of seasoned lenders and accounts receivable professionals. THE MARKET Prairie's target market is new companies with a brief history of selling a proven product without sufficient history or credit worthiness to obtain standard banking financing. PBCI fills this short term void. Client longevity with Prairie has been six months to three years. Our clients either achieve enough success to be bankable or have sufficient internal cash. Factoring is particularly attractive to fast growing young companies who do not want to, or cannot raise equity to fund a growth surge. New business is usually obtained through referrals from banks, attorneys, accountants and other business professionals. Some new business has come from replies to our web page. THE BUSINESS Factoring is the purchase of accounts receivable at a discount by a third party. Prairie typically advances 60-80% of the face value of the account receivable invoice upon verification of its validity. The amount not advanced, the "reserve", less the factor's discount, the "commission", is remitted to the client after collection. Prairie purchases accounts on a full recourse basis, i.e. the client must buy them back if the invoice goes 60 days past terms. Prairie requires personal guarantees from all clients. PBC may not necessarily purchase all a clients receivables but has the right and the capability to notify all the client's customers to pay Prairie directly to satisfy any past due accounts regardless if the client has submitted the account to Prairie for factoring. Prairie also has full offset rights. MARKETING Mr. Morgan leads the sales effort through numerous professional referral contacts in the banking industry, public accounting and business professionals. The marketing goal for 1999 is to significantly increase the purchases of receivables from existing and new prospects. Personnel, systems and procedures are in place to increase capacity to well over $5,000,000 a month in purchased invoices. The company expects some moderate growth from our existing clients and significant growth from new clients due to significantly increased advertising and calling efforts. The ultimate size and success will be determined by the ability to attract and retain highly qualified employees and to raise funds. FINANCIAL CONDITION In order to attain the goal of $5,000,000 per month in purchased invoices, a new line of credit will need to be established increasing the amount to approximately $3,000,000 to $4,000,000. Currently the company is in the process of obtaining a revolving bank loan to meet our objective. 6 9 FIRST NATIONAL FINANCE CORP.(FNFC) The Corporation established FNFC as a wholly owned subsidiary to acquire certain assets from Shiloh Corporation. Mr. Charles E. Nootens was elected Chairman of the company's Board of Directors effective June 30, 1997. FNFC issued $3,500,000 principal amount of preferred stock and 50 call pack options, at $10,000 each, to purchase 20 million shares of the Corporation's Common Stock at 10 cents a share in exchange for the assets of Mr. Nootens business. As of June 30, 1997, FNFC had issued additional call pack options to purchase an aggregate of 8 million of the Corporation's common shares. These calls were issued for a consideration of 2.5 cents per share and entitled the holder to purchase shares at 10 cents per share or an aggregate of $800,000. The Corporation obtained approximately $3.5 million dollars of assets ($2.9 million liquid short-term) with the issuance of preferred stock in FNFC and Call Options. Included in the short term assets are loans receivable, interest and cash. (See Financial Statements, Note 15 "Continuing Operations, Acquisitions and Subsequent Events"). INDUSTRY OVERVIEW Urban areas are experiencing significant demands for redevelopment of single and multiple family dwellings. Many qualified developers responding to this demand require short term financing. The Company provides this financing generally in large metropolitan areas. FNFC'S FINANCING SERVICE OVERVIEW FNFC is an active business engaged in making relatively small, high yield bridge loans. These loans are typically in the range of $25,000 to $100,000 to developers and redevelopers of real estate and to a lesser extent tangible personal property and to producers, inventors, authors and syndicators of media, software and other similar entertainment and intellectual properties. The Corporation expanded through the acquisition of Prairie Business Credit an accounts receivable factoring company. The company anticipates transferring a significant amount of its bridge loan portfolio cash to the factoring subsidiary. During 1998 FNFC financed certain old time successful television shows which were being released on VHS and DVD. These loans were for six months or less and secured by a library of established television shows previously converted to video tape. SALES AND MARKETING Through networking the Company has established contacts in local markets allowing the Company to capitalize on their expertise. Guidelines have been established to attract clients capable of fulfilling their business loan obligations on a timely basis. The Company's marketing strategy incorporates a continued review of client's needs, areas which require its services and development of long-term relationships with borrowers to more fully understand and anticipate their needs. The Company is currently negotiating with several banks for an increase in its line of credit to expand its financing activities. COMPETITION The short term loan industry is very competitive and fragmented. There are limited barriers to entry and new competitors frequently enter the market. Some may possess substantially greater resources. The Company believes that the availability of quality loan candidates, level of service, effective monitoring 7 10 of loan and renovation performance and the price of service are the principal elements of competition in bridge loans. EMPLOYEES As of March 15, 1999 FNFC has no employees and has a management agreement for all services with First National Entertainment Corp. PROPERTIES The Company shares space with its parent in a leased office which has an annual lease ending December 31, 2001. SUBSEQUENT EVENTS (FNFC) FNFC completed the acquisition of the name and assets of Prairie Business Credit, Inc. in February, 1999 retroactive to January 1, 1999. (See Financial Statement, Note 15 "Continuing Operations, Acquisitions, and Subsequent Events"). FIRST NATIONAL ENVIRONMENTAL TECHNOLOGIES, INC. (FNET) In 1997 the corporation established a subsidiary (FNET) which acquired a Swiss management company and an 80% interest in a German subsidiary. The companies were to develop operating systems for seamless underground pipe repair utilizing a state of the art system which would save customers thousands of dollars when compared to the current repair methods. Significant differences arose and it became evident the corporation could not agree on a business plan with the European managers. An original plan to shut down the company in January of 1998 failed due to the inability of the Europartners to fulfill their obligations in the agreement. In July, 1998 an agreement was reached to dispose of FNET and ownership was transferred to a new company formed by two of the three Swiss shareholders. All warrants were negated. Two of three Swiss owners returned 735,000 Common shares. The company received a $270,000 note conditional upon the new company meeting certain performance measurements. There is no guarantee the loan in the amount of $270,000 will be collected. (See Financial Statements, Note 4 "Notes Receivable"). The net effect of this transaction was to recognize a gain on disposal of approximately $5,700. FIRST NATIONAL ENTERTAINMENT CORP.(THE CORPORATION) TURNAROUND PLAN & SUBSEQUENT EVENTS The corporation continues to follow a Business Turnaround Plan developed in 1997, when the new management team led by Chairman Mr. Charles Nootens was established. At that time it was determined that the company had primary assets of a large shareholder base on the OTC Market and a tax-loss carry-forward of approximately $23,500,000. The Plan consisted of two major parts - establish and expand a financial services business primarily in bridge loans and accounts receivable factoring while re-establishing a viable general entertainment division. In 1998 and early 1999 the Corporation has completed two acquisitions toward 8 11 these goals with the addition of Mr. Peter Keefe (now Equator Entertainment) and Prairie Business Credit, Inc. (See Financial Statements, Note 15 "Continuing Operations, Acquisitions, and Subsequent Events"). ITEM 2 - PROPERTIES The Corporation's principal executive offices are located at 477 E. Butterfield Road, Suite 307, Lombard, Illinois 60148, telephone (630) 971-9924. The Company leases approximately 1300 square feet of office space in an executive office building. The lease expires on December 31, 2001. Prairie Business Credit, Inc. principal executive offices are located at 221 West Jefferson St., Naperville, IL 60540, telephone (630) 717-1155. The Company leases approximately 900 square feet of office space in an executive office building. The lease expires on June 30, 1999. The corporation is investigating the possibility of combining the two offices. In addition, the FNVC leases five stores for its video operation with varying length of lease ending dates. (See Financial Statement, Note 13 "Leases"). The corporation anticipates establishing a sales and marketing office for Equator Entertainment in the Los Angeles area by the end of the first quarter, 1999. ITEM 3 - LEGAL PROCEEDINGS In the ordinary course of its business, the Corporation is from time to time threatened with or named as a defendant in various lawsuits. The Corporation is not currently involved in any material litigation. (See Financial Statement, Note 14 "Commitments and Contingencies"). ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Corporation's $.005 par value Common Stock shares were traded on the NASDAQ 'Small Cap' Market System under the symbol "FNAT" through July 3, 1997. The following table shows the range of reported high and low bid quotations for the Corporation's Common shares, as indicated on the OTC Market Reports. High Low For the year ended 12/31/98 $0.10 $0.01 As of April 1, 1998, the Corporation had an estimated 3,500 shareholders of record. The Company has never paid a cash dividend on its Common Stock and does not expect to pay a cash dividend on its Common Stock in the foreseeable future. 9 12 On October 6, 1996 the Corporation's Board of Directors approved and issued an Extension and Optional New Pricing Offer to the holders of Warrants from its Private Placement of 1,260,000 of the Corporation's common stock in December 1995. These 1,260,000 Warrants originally entitled the holders to purchase an additional share each of the Corporation's common stock at a price of $1.00 through an expiration date of December 15, 1997. The Extension and Optional New Pricing Offer allows an extension at the same price until December 31, 1998 for no additional consideration or an extension until December 31, 1999 at a share price of $.15 for additional consideration of $.05 per Warrant or an extension until December 31, 2000 at a share price of $.05 for additional consideration of $.10 per Warrant. ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW When the new management team began the challenge of returning the corporation to profitability, it was determined that a business plan that acquired the assets of the short term bridge loan company for immediate positive cash flow and allowed for re-entry into general entertainment would eventually generate positive earnings on a consolidated basis. When attempting a turnaround certain ventures entered into are successful and others less successful. At the same time a great deal of effort must be made to clear up any past financial problems which may have been harmful to the turnaround. Stylus Records (See Financial Statement, Note 12, "Stylus Records") is one example. The company was able to negotiate a favorable settlement of the potential liability in cash or stock and bring this venture to a conclusion. During 1998 the publishing company proved unsuccessful and the company experienced a limited loss which has been concluded. The video store chain requires a great deal of effort, especially in a rapidly changing industry. The company has made numerous changes in services, personnel and operations to restore this subsidiary to profitability. At the same time consideration is being given towards sale of the stores. After almost one year of negotiation an agreement was reached in 1999 to acquire the name and assets of Prairie Business Credit, Inc. an accounts receivable factoring company. The corporation believes this will contribute profits to the corporation almost immediately. The bridge loan business continued to provide the necessary cash flow to operate the company. During the latter part of the year our policy changed to one of faster turnover of the business loans. The loans are primarily made for residential (up to 3 apartments) renovation in Chicago. The availability of properties and the market for these properties remains strong. During 1998 expansion of the loan base did require additional bank and shareholder borrowings. In establishing Equator Entertainment the corporation is in pursuit of the second part of the two part business plan - entry into the children's entertainment industry. Currently in phase one the company has obtained upwards of twenty animated children's shows from international producers for sale in the U.S. Equator will obtain a percentage of the sales price. First National Environmental Technologies was converted to a loan and at this time the subsidiary is dormant. 10 13 During 1998 it was the intention of the corporation to begin a first class world tour travel company, however, after extensive review the Board of Directors determined to loan funds on a convertible basis rather than establish First National World Tours, Inc. as a wholly owned subsidiary. THE YEAR 2000 ISSUE As the year 2000 approaches, a significant business issue has emerged regarding how existing application software programs and operating systems can accommodate the date value for the year 2000. Many existing software application products, including software application products used by the Corporation and its suppliers and customers, were designed to accommodate only a two digit date value, which represents the year. For example, information relating to the year 1996 is stored in the system at "96". As a result, the year 1999 (i.e. "99") could be the maximum date value that these systems will be able to process accurately. Total compliance of all systems is expected by management to be completed by the third quarter of 1999. The Corporation does not anticipate material costs in addressing the Year 2000 issue. At this time it does not appear that future operating results or financial condition will be materially affected. With new software in FNVC required to comply with Rentrak Pay Per View reporting, all video stores will be Y2K ready. However, if such modifications and conversions are not made, or are not completed timely, the year 2000 issue could have a material adverse impact on the operations of the Corporation. In addition there can be no assurance that unforseen problems in the Corporation's computer systems, or the systems of third parties on which the Corporation's computers rely, will not have an adverse effect on the Corporation's systems or operations. FORWARD LOOKING STATEMENTS The form 10-K includes certain "forward looking" statements, which reflect the Corporation's current expectations regarding the future results of operations, performance, and achievements. First National Entertainment Corp. has tried, wherever possible, to identify these statements by having words such as "believe", "anticipate", "expect" and similar expressions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performances or achievements of the Corporation or its industry to be materially different from any future results, performance or achievements expressed or impaired by such forward-looking statements. The risks and uncertainties include the following: economic activity in the United States, continued strong building rehabilitation market with available mortgage funds; the Corporation's ability to attract new businesses to its plan of diversification; the retention of key personnel; exposure to liability risk and changes in tax or regulatory requirements. REVENUE The Corporation's revenues were generated from interest and loan fees in the Finance subsidiary and video store rentals and sales. NET OPERATING REVENUE Net operating revenue from continuing operations increased from $-0- for the year ended June 30, 1997 to $301,434 for the six months ended December 31, 1997 to $1,535,047 for the year ended December 31, 1998. 11 14 OPERATING EXPENSES Operating expenses from continuing operations went from $2.8 million for the year ended June 30, 1997 to $755,102 for the six month period ended December 31, 1997 to $1.8 million for the year ended December 31, 1998. There were $490,000 and $2.2 million in expenses related to the write-off of film inventory costs for the periods ended December 31, 1997 and June 30, 1997, respectively (See Financial Statements, Note 6 - "Amortization of Film Inventory"). For the year ended December 31, 1998 there was a $216,000 loss recorded in conjunction with the sale of real estate held for development. In addition approximately $175,000 was paid to Mr. Petere Keefe as a signing bonus for him to join the Corporation and run the newly formed Equator Entertainment subsidiary. The reserve for loan losses was increased by $113,000 and approximately $35,000 was recorded as a lease liability in conjunction with closing one of the video stores. OPERATING LOSS Operating loss from continuing operations decreased from $2.8 million for the year ended June 30, 1997 to $(453,668) for the six months ended December 31, 1997 to $237,675 for the year ended December 31, 1998. OTHER (INCOME) EXPENSE Other income of $44,000 was generated for the year ended December 31, 1998 compared to $102,000 for the six months ended December 31, 1997 and other expense of $173,000 for the year ended June 30, 1997. INCOME TAXES No income tax effect for the year ended December 31, 1998. The corporation is limited in its annual utilization of loss carrryforwards under IRC Section 382. "Limitation of Net Operating Loss Carryforwards", based on certain changes in ownership. (See Financial Statement, Note 10 "Income Taxes"). NET LOSS Net loss of $320,963 for the year compared to $1,116,527 net loss for the six months ended December 31, 1997 and $2,983,712 net loss for the year ended June 30, 1997. LIQUIDITY AND CAPITAL RESOURCES Historically, the Corporation has financed its operations through cash generated by operating activities and through external financing, including sale of warrants, bank credit and private placement of lines of credit. The corporation believes that its cash balance, funds from operations and planned line of revolver credit to be sufficient to fund the operation of corporate management and growth for the next twelve months. MANAGEMENT REPORT The accompanying financial statements of First National Entertainment Corp. and Subsidiaries (the "Company") are the responsibility of and have been prepared by the Corporation in conformity with generally accepted accounting principles. It is necessary to include some amounts that are based on best 12 15 judgment and estimates. The Corporation seeks to assure the objectivity and integrity of its financial records by careful selection of its employees and by insuring that its policies and methods are understood. The Board of Directors pursue oversight of financial reporting and internal control on a regular basis. It is believed by management as stated earlier it has sufficient funding to continue as a going concern. ITEM 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See the attached Financial Statements ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. PART III ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth the Executive Officers and Directors of the Board for the Corporation, their ages, positions held with the Corporation and term of service as Director of the Corporation, as of December 31, 1998.
NAME AGE POSITIONS HELD WITH CORPORATION PERIODS OF SERVICE AS CORPORATION DIRECTOR - -------------------------------- -------- --------------------------------------- ------------------------------------ Chairman of the Board of Directors Charles E. Nootens 57 April 1997 to Present President June 1997 to Present Geoffrey W. McGrath 26 Director March 1997 to Present Kenneth E. Scipta 58 CEO, Secretary and Director June 1997 to Present Peter Keefe 46 Director July, 1998 to Present James S. Yerbic 60 Director June 1997 to February, 1999
Kenneth E. Scipta was appointed CEO by the Board effective August 1, 1997. On September 10, 1997 Mr. Scipta replaced Mr. McGrath as Secretary. Mr. James Yerbic voluntarily resigned from the Board effective February 25, 1999. All Directors serve until the next annual meeting of stockholders and the concurrent election of directors. All officers serve at the pleasure of the Board of Directors. No Director holds directorships in other reporting companies. 13 16 On September 10, 1997, a stock program was approved to option 300,000 shares to each board member earned monthly over 36 months. At December 31, 1998, 566,000 shares have been issued. BUSINESS EXPERIENCE OF NOMINEES AND EXECUTIVE OFFICERS CHARLES E. NOOTENS - Mr. Nootens (age 57) is the Chairman of the Board, President and a Director of FNAT. He is also President and sole director of FNFC and a director of FNET. Prior to joining the Company, he was President and primary stockholder of Shiloh Inc., which was engaged in a business similar to FNFC. Prior thereto, he was President of American Energy Management, Inc., which he founded in 1987 and sold in 1995. Mr. Nootens is a graduate of the University of Chicago (A.B. 1963 and MBA 1964). He majored in accounting and worked as an auditor for Arthur Andersen & Co. prior to founding American Energy Management, Inc. KENNETH E. SCIPTA - Mr. Scipta (age 58) is the CEO, Director, and Secretary of FNAT. Prior to joining the Company, he was President and Board Member of Mid-West Spring Manufacturing Company, one of the five largest spring companies in the USA. During his twenty years with the company he served as Vice President of Finance and Vice President of Sales & Marketing. Mr. Scipta is a CPA and initially worked as an auditor with Ernst & Young. He is a graduate of St. Joseph's College, Indiana (BA - 1966). JAMES S. YERBIC - Mr. Yerbic (age 60) is a Director of FNAT. He currently is an independent business consultant. For many years he was a senior financial officer and business development officer for several companies, including Duchossois Industries (1992 to 1996), Eagle Industries (1989 to 1991), Jepson Industries (1985 to 1989) and McGraw-Edison Company (1973 to 1985). Prior to that he was with Arthur Andersen & Co. He is a graduate of Bradley University (BS - 1967). GEOFFREY W. MCGRATH - Mr. McGrath (age 26) is a Director and Secretary of FNAT. He is also a Vice President and Director of NHI, where he is responsible for NHI's investment in FNAT as well as certain other investments in the NHI portfolio. He is a graduate of the University of Illinois, Champaign-Urbana (BA - - 1997). PETER KEEFE - Mr. Keefe (age 46) is a Director of FNAT. He is the Managing Director of Equator Entertainment. Prior to joining the company, he was President of Peter Keefe Productions, a global television production & merchandise licensing consulting company. Prior there to he was the Managing Director of Zen Entertainment (1994-1996), a Managing Partner of Zodiac Entertainment (1989-1994) and the Senior Vice President at World Events Productions (1980-1989). He has created, produced and successfully marketed several US & International hit children's and family entertainment series including Voltron, which generated over 100 million dollars in earnings. ITEM 10 - EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table summarizes the compensation paid during the last three fiscal years to the Company's executive officers and directors. 14 17
Annual Compensation Long-Term Compensation ------------------- ---------------------- Fiscal Other Restricted Securities Name and Year & Annual Stock Underlying All Other Principal Position *6 mo. Salary Compensation Awards Options/SARs(#) Compensation - ------------------ period ------ ------------ ------ --------------- ------------ 12/31/97 Charles E. Nootens 1997* $ 0 $1,500(a) $ 0 0 0 President 1998 $32,813 $1,000(a) Kenneth E. Scipta 1997* $28,500 $1,160(a) $ 0 0 0 CEO, Company 1998 $85,000 $1,000(a) Secretary Peter Keefe 1998 $37,500 $ 500(a) $ 0 0 0 Director
NOTES: (a) Mr. Nootens received 100,000 shares and 75,000 for 1998 and 1997 respectively. Mr. Scipta received 100,000 shares and 58,000 for 1998 and 1997 respectively. Mr. Peter Keefe received 50,000 shares for 1998. ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRINCIPAL STOCKHOLDERS AND STOCK HOLDINGS OF MANAGEMENT The following table sets forth as of March 31, 1999 all persons known by the Corporation to be a beneficial owner of more than five percent of any class of the Corporation's voting securities and the security ownership in the Corporation or its affiliates, directly or indirectly by all directors and nominees, executive officers and all directors and officers of the Corporation as a group. Unless otherwise stated, the nature of beneficial ownership is that of sole voting power and sole investment power. NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT OWNER BENEFICIAL OWNERSHIP OF CLASS1 CHARLES E. NOOTENS 477 E.BUTTERFIELD RD., 740,994(6) 4.0% STE. 307, LOMBARD, IL 60148 23,900,000(2) KENNETH E. SCIPTA 477 E. BUTTERFIELD RD., STE. 400,450(6) 2.2% 307, LOMBARD, IL 60148 800,000(3) GEOFFRY MCGRATH NIMBUS HOLDINGS, INC. 593,000 (4),(5),(6) 3.2% 943 EDGEMERE CT. EVANSTON, IL 60202 4,300,000 (3) PETER KEEFE 29050 WAGON RD. 200,000 (6), (7) 1.0% AGOURA HILLS, CA 100,000 (7) TREVOR MORGAN 221 W. JEFFERSON AVE. 100,000 (7) .5% NAPERVILLE, IL 60540 15 18 1. Calculated based upon 18,573,458 shares of Common Stock issued and outstanding as of the Record Date of March 31, 1998. In addition to its Common Stock, the Corporation had outstanding as of March 31, 1999, 29,100,000 Options and Warrants to purchase one share of common stock, $0.005 par value each. None of the holders of the Warrants are entitled to vote, receive dividends, receive notices of meetings or to any other shareholder rights on account of the Warrants prior to exercise thereof. 2. Of the shares beneficially owned, 200,000 of these shares represent shares that may be purchased on existing warrants at $.05 per share (See Financial Statements, Note 10 "Shareholders' Equity"), and an additional 22,400,000 options at $0.10 each. (See Financial Statements, Note 15 "Continuing Operations, Acquisitions, and Subsequent Events"). 3. Call pack options of Scipta (800,000) and Nimbus (3,600,000) at a cost of $.025 each to acquire shares at $0.10 each. (See Financial Statements, Note 15 "Continuing Operations, Acquisitions, and Subsequent Events") 4. Geoffry McGrath owns 3.2% of the shares and serves as Vice President and Director of Nimbus Holdings. Accordingly, Mr. McGrath may be deemed to beneficially own the shares of Common Stock held by Nimbus Holdings. 5. Of the shares beneficially owned, 600,000 of these shares represent shares that may be purchased upon exercise of warrants at $.15 per share. (See Financial Statements, Note 11 "Shareholders' Equity"). 6. Common Stock for Board Service, Nootens (175,000), McGrath-Nimbus (183,000), and Scipta (158,000), Peter Keefe (50,000). (See Financial Statements, Note 11 "Shareholders' Equity"). 7. Peter Keefe obtained 150,000 shares and Trevor Morgan obtained 100,000 shares in the acquisition of the assets of their companies. In addition Mr. Keefe received 100,000 warrants to obtain one common share at $.25 per share. ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT The Securities Exchange Act of 1934 requires all executive officers, directors and 5% or greater shareholders to report any changes in their ownership of Company common stock to the Securities and Exchange Commission, NASDAQ and the Company. PART IV ITEM 13 - EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K Financial Statements and Schedules: See Table of Contents at the beginning of attached financial statements. 16 19 Exhibits required by Item 601 of Regulation S-B.
EXHIBIT NO. DESCRIPTION 3.1* Articles of Incorporation as Amended on 7/1/93 approved by shareholders on May 21, 1993 (Restated as Amended). (Incorporated by reference to Exhibit 3.1 of the Company's Annual Report of Form 10-K for the year ended June 30, 1993, Commission File No. 0-18866) 3.1.1 Amendment of Articles of Incorporation approved on October 28, 1994. 3.2 * By-laws approved and adopted March 30, 1989. (Incorporated by reference to Exhibit 3.2 of the Company's Annual Report of Form 10-K for the year ended June 30, 1993, Commission File No. 0-18866) 4.1 * Instruments Defining Rights of Security Holders, Class A and Class B Common Stock Purchase Warrants. (Incorporated by reference to the Registration Statement on Form S-18, declared effective on 9/19/89, SEC Reg. No. 33-30153-B) 10.1 * 1993 Non-Statutory Stock Option Plan, April 1, 1993. (Incorporated by reference to Exhibit 10.1 of the Company's Annual Report of Form 10-K for the year ended June 30, 1993, Commission File No. 0-18866) 10.2* 1993 Incentive Stock Option Plan, April 1, 1993. (Incorporated by reference to Exhibit 10.2 of the Company's Annual Report of Form 10-K for the year ended June 30, 1993, Commission File No. 0-18866) 10.3 * Employment Agreement with Jeffrey S. Schwaber dated March 26, 1993. (Incorporated by reference to Exhibit 10.3 of the Company's Annual Report of Form 10-K for the year ended June 30, 1993, Commission File No. 0-18866) 10.4 * Employment Agreement and option with Rick D. Busby dated January 15, 1993. (Incorporated by reference to Exhibit 10.4 of the Company's Annual Report of Form 10-K for the year ended June 30, 1993, Commission File No. 0-18866) 10.5 * Milton Verret Stock Purchase Arrangement of December 1, 1991 (Written Summary). (Incorporated by reference to Exhibit 10.5 of the Company's Annual Report of Form 10-K for the year ended June 30, 1993, Commission File No. 0-18866) 10.6 * Continental Capital & Equity Corp. Advertising Consulting Agreement dated March 5, 1993 and Agenda of May 11, 1993 (Incorporated by reference to Exhibit 10.6 of the Company's Annual Report of Form 10-K for the year ended June 30, 1993, Commission File No. 0-18866) 10.7 * Television Distribution Agreement with Technovision Industries, Inc. dated March 16, 1993 (Incorporated by reference to Exhibit 10.7 of the Company's Annual Report of Form 10-K for the year ended June 30, 1993, Commission File No. 0-18866) 10.8 * Letter Agreement and Amendment Agreement with Entertainment Marketing & Communications International dated February 3, 1992 and June 15, 1993, respectively (Incorporated by reference to Exhibit 10.8 of the Company's Annual Report of Form 10-K for the year ended June 30, 1993, Commission File No. 0-18866)
17 20 10.9 * Agreement with American Softworks Corporation dated June 17, 1993. (Incorporated by reference to Exhibit 10.9 of the Company's Annual Report of Form 10-K for the year ended June 30, 1993, Commission File No. 0-18866) 10.10 * Agreement with Worldvision Enterprises Inc. dated July 16, 1993. (Incorporated by reference to Exhibit 10.10 of the Company's Annual Report of Form 10-K for the year ended June 30, 1993, Commission File No. 0-18866) 10.11*+ 1994 Employee Stock Purchase Plan, dated January 22, 1994 (Incorporated by reference to Exhibit 10.11 of the Company's Annual Report of Form 10-K for the year ended June 30, 1994, Commission File No. 0-18866) 10.12* Amendments to Worldvision Enterprises Inc. Agreement, dated April 13, 1994 and May 23, 1994 (Incorporated by reference to Exhibit 10.12 of the Company's Annual Report of Form 10-K for the year ended June 30, 1994, Commission File No. 0-18866) 10.13* Stylus Records Inc. subsidiary Founder's Agreement dated April 15, 1994 (Incorporated by reference to Exhibit 10.13 of the Company's Annual Report of Form 10-K for the year ended June 30, 1994, Commission File No. 0-18866) 10.14* Replacement Television Program Distribution Agreement with Technovision Industries, Inc. dated June 10, 1994 (Incorporated by reference to Exhibit 10.14 of the Company's Annual Report of Form 10-K for the year ended June 30, 1994, Commission File No. 0-18866) 10.15*+ Employment Agreement with Stephen J. Denari dated May 10, 1995. (Incorporated by reference to Exhibit 10.15 of the Company's Annual Report of Form 10-K for the year ended June 30, 1995, Commission File No. 0-18866) 10.16*+ Non-Qualified Stock Option Grant Agreement with Eugene E. Denari, Jr. dated June 26, 1995. (Incorporated by reference to Exhibit 10.16 of the Company's Annual Report of Form 10-K for the year ended June 30, 1995, Commission File No. 0-18866) 10.17*+ Non-Qualified Stock Option Grant Agreement with Stephen J. Denari dated June 26, 1995. (Incorporated by reference to Exhibit 10.17 of the Company's Annual Report of Form 10-K for the year ended June 30, 1995, Commission File No. 0-18866) 10.18* Promissory Note from Milton J. Verret dated July 14, 1995. (Incorporated by reference to Exhibit 10.18 of the Company's Annual Report of Form 10-K for the year ended June 30, 1995, Commission File No. 0-18866) 10.19* Distribution Agreement with SeaGull Entertainment , Inc. dated October 4, 1995. (Incorporated by reference to Exhibit 10.19 of the Company's Annual Report of Form 10-K for the year ended June 30, 1995, Commission File No. 0-18866) 10.20* Amendment to Promissory Note and Collateral Agreement with Milton Verret, dated July 14, 1995. (Incorporated by reference to Exhibit 10.20 of the Company's Annual Report of Form 10-K for the year ended June 30, 1995, Commission File No. 0-18866) 10.21 Option Agreement with Vivienne Crowe dated September 14, 1996. 16.1* Letter from former accountant regarding concurrence with registrant's statements in report regarding dismissal as registrant's principal accountant, dated June 30, 1994 (Incorporated by reference to Exhibit 16.1 of the Company's Annual Report of Form 10-K for the year ended June 30, 1994, Commission File No. 0-18866) 21.1* Subsidiaries of the Registrant, as amended on April 15, 1994 (Incorporated by reference to Exhibit 21.1 of the Company's Annual Report of Form 10-K for the year ended June 30, 1994, Commission File No. 0-18866) 18 21 * Previously filed with the Commission. + Constitutes agreement or plan relating to employment or employee benefits. REPORTS ON FORM 8-K DURING THE LAST QUARTER On February 4, 1999 the Company filed on Form 8-K, that the Board of Directors approved the purchase of the assets and name of Prairie Business Credit, Inc. a new subsidiary of the wholly owned First National Finance Corp. FNAT also created a new subsidiary, Equator Entertainment, Inc. (EEI) and has acquired the assets of P.K. Productions located in the Los Angeles area. The Board has approved the addition of Mr. Peter Keefe to the Board of Directors retroactive to July 1, 1998. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: , 1999 FIRST NATIONAL ENTERTAINMENT CORP. By: ------------------------------ Charles E. Nootens President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE CHAIRMAN, PRESIDENT, , 1999 - -------------------- ---------- CHARLES E. NOOTENS CHIEF EXECUTIVE OFFICER, DIRECTOR , 1999 - -------------------- ---------- Kenneth E. Scipta
19 22 EXHIBIT INDEX
Exhibit No. Description Comment - ----------- ----------- ------- 3.1 * Articles of Incorporation, as amended Restated as Amended 3.1.1 * Articles of Amendment to the Articles of Incorporation Adopted October 28, 1994 (Filed concurrently) 3.2 * By-laws By-laws see Note 1 4.1 *** Instruments Defining Rights of Security Holders Class A & B Warrants 10.1 * Non-Statutory Stock Option Plan April 1, 1993 10.2 * Incentive Stock Option Plan April 1, 1993 10.3 * Employment Agreement with Jeffrey Schwaber March 26, 1993 10.4 * Employment Agreement with Rick Busby January 15, 1993 10.5 * Stock Purchase Agreement with Milton Verret December 1, 1991 10.6 * Continental Capital & Equity Agreement March 5, 1993 and Addenda May 11, 1993 10.7 * Technovision Agreement March 16, 1993 10.8 * Entertainment Marketing & Communications Agreement February 3, 1992 and June 15, 1993 10.9 * American Softworks Agreement June 17, 1993 10.10 * Worldvision Agreement July 16, 1993 10.11** Employee Stock Purchase Plan January 22, 1994 10.12** Worldvision Agreement, as amended April 13, 1994 and May 23, 1994 10.13** Stylus Records Founder's Agreement April 15, 1994 10.14** Technovision Agreement, as amended June 10, 1994 10.15 **** Employment Agreement with Stephen J. Denari May 10, 1995 (Filed concurrently) 10.16**** Non-Qualified Stock Option Grant Agreement with June 26, 1995 (Filed concurrently) Eugene E. Denari, Jr. 10.17**** Non-Qualified Stock Option Grant Agreement with June 26, 1995 (Filed concurrently) Stephen J. Denari 10.18**** Promissory Note from Milton J. Verret July 14, 1995 (Filed concurrently) 10.19**** Distribution Agreement with SeaGull Entertainment , Inc. October 4, 1995 (Filed concurrently) 10.20**** Amendment to Promissory Note and Collateral Agreement with July 14, 1995 Milton Verret 10.21 * Option agreement with Viviene Crowe September 14, 1996 16.1** Letter from previous auditor June 30, 1994 21.1** Subsidiaries of the Registrant, as amended Restated as Amended
* Incorporated by reference to Annual Report on Form 10-KSB-A1 filed on November 18, 1993. **Incorporated by reference to Annual Report on Form 10-KSB-A1 filed on September 27, 1994. ***Incorporated by reference to the Registration Statement on Form S-18, declared effective on 9/19/89, SEC Reg. No. 33-30153-B **** Incorporated by reference to Annual Report on Form 10-KSB filed on October 28, 1995. 20 EX-27 2 FINANCIAL DATA SCHEDULE
5 YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 183,983 0 4,178,807 113,000 0 189,707 162,634 34,253 4,567,878 2,930,246 0 0 0 92,690 1,544,942 4,567,878 1,060,138 1,873,512 338,465 0 1,722,728 0 (133,282) (320,963) 0 (320,963) 0 0 0 (320,963) (.02) (.02)
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