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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

(Mark One)

|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For fiscal year ended MAY 31, 2000
                      ----------------------------------------------------------

                                       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
                      ----------------------------------------------------------

                           FALCON ENTERTAINMENT CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
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<S>                                                     <C>
                  DELAWARE                                           22-281-1783
-------------------------------------------------       --------------------------------
       State or other jurisdiction of                             (I.R.S. Employer
       incorporation or organization                             Identification No.)
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<S>                                                                                                           <C>
675 THIRD AVENUE, 12TH FLOOR
NEW YORK, NEW YORK                                                                                                    10017
----------------------------------------------------------------------------------------------------------- -----------------------
(Address of principal executive offices)                                                                           (Zip Code)
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Registrant's telephone number,
including area code      (212) 557-5557
                          -----------------------------------------------------

           Securities registered pursuant to Section 12(b) of the Act:
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<S>                                                                    <C>

                        Title of each class                                      Name of each exchange on which registered
--------------------------------------------------------------------- -------------------------------------------------------------
                                None                                                               None
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           Securities registered pursuant to Section 12(g) of the Act:

                   Common Stock, par value $0.00005 per share
-------------------------------------------------------------------------------
                                (Title of Class)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.
            |X| Yes    |_| No

         Check if disclosure of delinquent filers in response to 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.  | |

         Issuer's revenues for the fiscal year ended May 31, 2000 were $76,549.

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the issuer, based upon the closing price of such
common equity on August 31, 2000, as reported on the OTC Bulletin Board, was
approximately $28,287,000 (affiliates being, for these purposes only, directors,
executive officers and holders of more than 5% of the issuer's common stock).

         As of September 13, 2000, the Registrant had 13,375,724 shares
of common stock outstanding.


                                       1
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The purpose of this Form 10-KSB/A is to file an amended Exhibit 10.5
based upon the Registrant's revised request for confidential treatment
with the Securities and Exchange Commission ("SEC").

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      The following documents are filed as part of this
Form 10-KSB/A:

         2. EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B.

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 EXHIBIT
    NO.                                                    DESCRIPTION
------------    -------------------------------------------------------------------------------------------------------------
<S>                <C>
    3.1            Certificate of Incorporation as filed with the State of Delaware Secretary of State on March 10,
                   1986.*
    3.2            Certificate of Amendment to the Certificate of Incorporation as filed with the State of Delaware
                   Secretary of State and dated June 17, 1986.*
    3.3            Certificate of Amendment to the Certificate of Incorporation as filed with the State of Delaware
                   Secretary of State on March 19, 1999.*
    3.4            Certificate of Amendment to the Certificate of Incorporation as filed with the State of Delaware
                   Secretary of State on April 9, 1999.*
    3.5            Certificate of Amendment to the Certificate of Incorporation as filed with the State of Delaware
                   Secretary of State on December 9, 1999. **
    3.6            Bylaws.*
    10.1           Stock Purchase Agreement between Independent Music Group, Inc. and James Fallacaro dated March
                   26, 1999.*
    10.2           Network Carriage Agreement by and between Independent Music Group, Inc. and OlympuSAT, Inc. dated
                   December 6, 1999.**
    10.3           Employment Agreement between the Company and Mark Eddinger dated February 15, 2000.+***
    10.4           Consulting Agreement between the Company and Star West LLC dated February 15, 2000.***
    10.5           Television Station Agreement between Yahoo!, Inc. and the Company dated March 20, 2000.****
    10.6           Income and Talent Acquisition Agreement by and between InVision Records, Inc. and Harlan
                   Productions, Inc., d/b/a Matrix Music Works, dated May 8, 2000.***
    10.7           Right of First Refusal Agreement by and between InVision Records, Inc. and Harlan Productions,
                   Inc., d/b/a Matrix Music Works, dated May 8, 2000.***
    10.8           Agreement of Lease between Royal Realty Corp. and the Company dated April 14, 2000.
    21             Subsidiaries of the Registrant.***
    27             Financial Data Schedule.***

-----------------------------------------------------------------------------------------------------------------------------
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*      Incorporated by reference to the Company's Registration Statement on
       Form 10-SB filed with the SEC on June 21, 1999.

**     Incorporated by reference to the Company's quarterly report on
       Form 10-QSB for the period ended November 30, 1999, filed with the SEC
       on January 14,1999.

***    Incorporated by reference to the Company's Form 10-KSB for the period
       ended May 31, 2000, filed with the SEC on September 13, 2000.

****   Filed herewith. Portions of this Exhibit have been omitted based upon a
       request for confidential treatment. The omitted material has been filed
       separately with the SEC.

+      Management contract.

         (b)      Reports on Form 8-K:

         None.


                                       2
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                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 5th day of December, 2000.

                        FALCON ENTERTAINMENT CORP.

                        By:  /s/ James Fallacaro
                            --------------------------------------------------
                            James Fallacaro, Chairman, Chief Executive Officer
                            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>                                         <C>                                       <C>
              SIGNATURE                               TITLE                                  DATE


    /s/  James Fallacaro                    Chairman of the Board, CEO
--------------------------------            and President (Principal Executive         December 5, 2000
          James Fallacaro                   Officer)


                *                           Director, Secretary and
--------------------------------            Treasurer (Principal Financial             December 5, 2000
          Corrine Fallacaro                 and Accounting Officer)

                *
--------------------------------            Director, Executive Vice President         December 5, 2000
      Anthony Escamilla                     and Chief Operating Officer


                *
--------------------------------            Director and Senior Vice                   December 5, 2000
          David Sifford                     President
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* By: /s/ James Fallacaro
      --------------------------
      James Fallacaro
      Attorney-in-fact


                                       3
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                                                 INDEX TO EXHIBITS

  EXHIBIT
    NO.                                                      DESCRIPTION
----------------    -----------------------------------------------------------------------------------------------------
<S>                 <C>
    3.1             Certificate of Incorporation as filed with the State of Delaware Secretary of State on March 10,
                    1986.*
    3.2             Certificate of Amendment to the Certificate of Incorporation as filed with the State of Delaware
                    Secretary of State and dated June 17, 1986.*
    3.3             Certificate of Amendment to the Certificate of Incorporation as filed with the State of Delaware
                    Secretary of State on March 19, 1999.*
    3.4             Certificate of Amendment to the Certificate of Incorporation as filed with the State of Delaware
                    Secretary of State on April 9, 1999.*
    3.5             Certificate of Amendment to the Certificate of Incorporation as filed with the State of Delaware
                    Secretary of State on December 9, 1999. **
    3.6             Bylaws.*
    10.1            Stock Purchase Agreement between Independent Music Group, Inc. and James Fallacaro dated March 26,
                    1999.*
    10.2            Network Carriage Agreement by and between Independent Music Group, Inc. and OlympuSAT, Inc. dated
                    December 6, 1999.**
    10.3            Employment Agreement between the Company and  Mark Eddinger dated February 15 2000.+***
    10.4            Consulting Agreement between the Company and Star West LLC dated February 15, 2000.***
    10.5            Television Station Agreement between Yahoo!, Inc. and the Company dated March 20, 2000.****
    10.6            Income and Talent Acquisition Agreement by and between InVision Records, Inc. and Harlan
                    Productions, Inc., d/b/a Matrix Music Works, dated May 8, 2000.***
    10.7            Right of First Refusal Agreement by and between InVision Records, Inc. and Harlan Productions,
                    Inc., d/b/a Matrix Music Works, dated May 8, 2000.***
    10.8            Agreement of Lease between Royal Realty Corp. and the Company dated April 14, 2000.
    21              Subsidiaries of the Registrant.***
    27              Financial Data Schedule.***
-------------------------------------------------------------------------------------------------------------------------
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*      Incorporated by reference to the Company's Registration Statement on
       Form 10-SB filed with the SEC on June 21, 1999.

**     Incorporated by reference to the Company's quarterly report on
       Form 10-QSB for the period ended November 30, 1999, filed with the
       SEC on January 14, 1999.

***    Incorporated by reference to the Company's Form 10-KSB for the period
       ended May 31, 2000, filed with the SEC on September 13, 2000.

****   Filed herewith. Portions of this Exhibit have been omitted based upon a
       request for confidential treatment. The omitted material has been filed
       separately with the SEC.

+      Management contract.


                                       4