<PAGE>   1
17

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

(Mark one)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                 FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1999

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 410, LOMBARD, ILLINOIS 60148
            ---------------------------------------------------------
                    (Address of principal 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  [ ]

As of September 30, 1999 the registrant had outstanding 18,637,458 shares of its
$.005 par value Common Stock.


<PAGE>   2


                                      INDEX


                         Part I - Financial Information
                         ------------------------------
                                                                            Page

Item 1    Consolidated Balance Sheets........................................  3

          Consolidated Statements of Income..................................  5

          Consolidated Statements of Cash Flow...............................  6

          Notes to Consolidated Financial Statements.........................  8

Item 2    Management's Discussion and Analysis of Financial Conditions and
          Results of Operations.............................................. 13



                   Part II - Other Information and Signatures
                   ------------------------------------------


Item 5    Other Information.................................................. 14

Item 6    Exhibits and Reports on Form 8-K................................... 14





                                       2

<PAGE>   3

PART 1 - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)

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

September  30,                                        1999                1998

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

ASSETS

Current Assets
  Cash                                          $   40,650          $  101,328
Accounts receivable, net of allowance              271,399             241,865
Loans Receivable, net of allowance               2,967,971           3,166,514
Interest Receivable                                204,652             450,442
Video Inventory                                    112,333             139,333
  Other                                             50,272              50,139

--------------------------------------------------------------------------------
Total Current Assets                             3,647,277           4,149,621
--------------------------------------------------------------------------------

Real Estate held for development                     9,000             559,000

Property and equipment, net                        187,205             214,343

Other Assets
  Film inventory                                    10,000              10,000
  Goodwill                                               0               5,000
  Intangible assets, net                             6,025              30,245
  Licenses                                               0             150,000
  Investment in LLC                                      0              27,726
  Investment in PK                                       0              10,000

--------------------------------------------------------------------------------
Total Other Assets                                  16,025             232,971
--------------------------------------------------------------------------------

TOTAL ASSETS                                    $3,859,507          $5,159,409
================================================================================

See accompanying notes to consolidated financial statements.





                                       3

<PAGE>   4


FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)

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

September  30,                                        1999                1998

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

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Short-term debt                               $2,779,178          $1,942,613
  Accounts payable                                 222,655             267,856
  Accrued expenses                                 322,076             869,852

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

Total Current Liabilities                        3,323,909           3,080,321

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

Minority interest in consolidated subsidiary     2,788,968           2,788,968

Shareholders' Equity
  Common stock, $.005 par value,
  authorized 100,000,000 shares,
  issued and outstanding:
    1999,  18,637,458 shares
    1998,  18,672,458 shares                        92,690              93,365
  Dividends payable                               (229,687)           (325,682)
  Paid in capital                               27,258,241          27,271,566
  Accumulated deficit                          (29,374,614)        (27,749,129)

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

Total Shareholders' Equity                      (2,253,370)           (709,880)

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

================================================================================
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                            $3,859,507          $5,159,409

================================================================================

See accompanying notes to consolidated financial statements.




                                       4
<PAGE>   5


FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

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

For the nine months ended September 30,               1999             1998

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

TOTAL REVENUES                                   1,684,253        1,358,216

COST OF REVENUES                                   619,088          387,859

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

GROSS PROFIT (LOSS)                              1,065,165          970,357

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

OPERATING EXPENSES
  General and administrative                     1,890,227          983,534

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

TOTAL OPERATING EXPENSES                         1,890,227          983,534


OPERATING INCOME (LOSS)                           (825,062)         (13,177)

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

OTHER INCOME (EXPENSE)                             (10,519)          43,108

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

NET INCOME (LOSS)                                $(835,581)         $29,931

================================================================================

NET GAIN (LOSS) PER SHARE                           $ (.04)           $ .--

================================================================================
Weighted average shares outstanding             18,637,458       18,289,958
================================================================================

See accompanying notes to consolidated financial statements.



                                       5
<PAGE>   6

--------------------------------------------------------------------------------
FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

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

For the three months ended September 30,               1999                1998

--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income (loss)                             $(415,846)          $(122,790)

    Adjustments to reconcile net loss to net
     cash provided by operating activities:

    Other amortization, depreciation, write-offs     16,869              45,038
    Provision for loan losses                       (28,425)              9,000
    Changes in operating assets and
     liabilities, net                               343,353             116,175
    Other Assets                                        900                   0

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

NET CASH (USED IN) OPERATING ACTIVITIES             (83,149)             47,423

CASH FLOWS FROM INVESTING ACTIVITIES:

    Acquisition of property and equipment           (13,302)            (13,548)
    Goodwill                                              0              (5,000)
    Investment in LLC                                     0             (25,481)
    Investment in PK                                      0             (10,000)
--------------------------------------------------------------------------------

NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES                                (13,302)            (54,029)

CASH FLOWS FROM FINANCING ACTIVITIES:

    Loans (repayments) from/to shareholder          (19,817)                  0
    Principal payments on notes                     (33,333)                  0
    Proceeds from borrowings on notes               200,000                   0
    Dividends paid                                  (76,562)            (76,562)
--------------------------------------------------------------------------------

NET CASH (USED IN) FINANCING ACTIVITIES              70,288             (76,562)

NET INCREASE/(DECREASE) IN CASH                     (26,163)            (83,168)

CASH - BEGINNING OF PERIOD                           66,813             184,496
--------------------------------------------------------------------------------

CASH - END OF PERIOD                                $40,650           $ 101,328
================================================================================

See accompanying notes to consolidated financial statement


                                       6

<PAGE>   7


FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

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

For the nine months ended September 30,                1999                1998

--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income (loss)                             $(835,581)          $  29,931

    Adjustments to reconcile net loss to net
     cash provided by operating
     activities:

    Other amortization, depreciation, write-offs     70,455              76,241
    Provision for loan losses                        26,574              27,000
    Changes in operating assets and liabilities,
     net                                            511,290             336,754
    Other Assets                                        900                   0
--------------------------------------------------------------------------------


NET CASH (USED IN) OPERATING ACTIVITIES            (226,362)            469,926

CASH FLOWS FROM INVESTING ACTIVITIES:

    Acquisition of property and equipment          (108,752)           (158,140)
    Goodwill                                              0              (5,000)
    Real estate held for development                      0              (9,000)
    Investment in LLC                                     0             (27,726)
    Investment in PK                                      0             (10,000)
    Start Up costs                                        0             (51,848)

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

NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES                               (108,752)           (261,714)

CASH FLOWS FROM FINANCING ACTIVITIES:

    Loans (repayment) from/to shareholder           238,106                   0
    Principal payments on notes                    (175,000)                  0
    Notes Receivable                                (41,638)                  0
    Proceeds from borrowings on notes               400,000                   0
    Dividends paid                                 (229,687)           (325,682)
--------------------------------------------------------------------------------

NET CASH (USED IN) FINANCING ACTIVITIES             191,781            (325,682)

NET INCREASE/(DECREASE) IN CASH                    (143,333)           (117,470)

CASH - BEGINNING OF PERIOD                          183,983             218,798
--------------------------------------------------------------------------------

CASH - END OF PERIOD                              $  40,650           $ 101,328

See accompanying notes to consolidated financial statements.




                                       7
<PAGE>   8



FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 September 30, 1999


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

NOTE 1  GENERAL

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

In the opinion of the Company, the accompanying consolidated financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of June 30,
1999 (unaudited) and the unaudited results of operations and cash flows for the
six months ended June 30, 1998. The financial statements have been prepared in
accordance with the requirements of Form 10-QSB and consequently do not include
all the disclosures normally made in an Annual Report on Form 10-KSB.
Accordingly, the consolidated financial statements included herein should be
reviewed in conjunction with the financial statements and the footnotes thereto
included in the Company's short period December 31, 1998 Annual Report on Form
10-KSB.

The results of operations for the six months ended June 30, 1999 and 1998 are
not necessarily indicative of the results to be expected for the full year.

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

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Principles of Consolidation: The consolidated financial statements include the
accounts of First National Entertainment Corp. (a Colorado corporation) and its
subsidiaries, Equator Entertainment, First National Finance Corp., and First
National Video Corp. (collectively referred to as the "Company"). All
significant intercompany accounts and transactions have been eliminated in
consolidation.

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles. The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Fiscal Year Change: Effective January 1, 1998, the Company changed its fiscal
year-end of June 30 to a year-end of December 31. The six-month transition
period bridges the gap between the Company's old and new fiscal year end.

Inventories: Inventories, consisting primarily of prerecorded videocassettes,
concessions, and other accessories held for resale, are stated at the lower of
cost or market. Cost of sales is determined on a first-in, first-out basis
("FIFO"). Videocassette rental inventory, which includes video games, is stated
at cost and amortized over its estimated useful life to a $4 per videocassette
salvage value. See Note 4 for discussion of the amortization policy applied to
videocassette rental inventory.

Cash and Cash Equivalents: For purposes of the statement of cash flows, the
Company considers all investments with maturities of three months or less, when
purchased, to be cash equivalents.

Loans Receivable: Loans are stated net of the allowance for loan losses and
unearned discount. Interest on loans is included in operating revenues over the
term of the loan based upon the principal balance outstanding. Where serious
doubt exists as to the collectibility of a loan, the accrual of interest is
discontinued. Loan fees and direct loan origination costs are deferred and
amortized over the term of the loan as a yield adjustment. The Company has a
reserve for unfunded restoration costs which it holds in escrow. Payments are
made from time to time as work is completed and documentation is presented to a
title company for approval. Funds are disbursed upon a directive from the title
company.



                                       8
<PAGE>   9


Allowance for Loan Losses: An allowance for loan losses has been established to
provide for those loans which may not be repaid in their entirety. The allowance
is increased by provisions for loan losses charged to expense and decreased by
charge-offs, net of recoveries. Although a loan is charged off by management
when deemed uncollectible, collection efforts may continue and future recoveries
may occur.

The allowance is maintained by management at a level adequate to cover losses
that are currently anticipated based on past loss experience, general economic
conditions, information about specific borrower situations (including their
financial position and collateral values) and other factors and estimates which
are subject to change over time. Estimating the risk of loss and the amount of
loss on any loan is necessarily subjective and ultimate losses may vary from
current estimates. These estimates are reviewed periodically, and as adjustments
become necessary, they are reported in earnings in the periods in which they
become known.

Loans are considered impaired if full principal or interest payments are not
anticipated. Each impaired loan is carried at the present value of expected cash
flows discounted at the loan's effective interest rate or at the fair value of
the collateral if the loan is collateral dependent. A portion of the allowance
for loan losses is allocated to an impaired loan if the present value of cash
flows or collateral value indicate the need for an allowance.

For impaired loans and other loans, accrual of interest is discontinued on a
loan when management believes, after considering collection efforts and other
factors, that the borrower's financial condition is such that collection of
interest is doubtful. Cash collections on impaired loans are credited to the
loan receivable balance, and no interest income is recognized on those loans
until the principal balance has been collected.

Property, Plant, and Equipment: Property, plant, and equipment are recorded at
cost. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets, generally 3 to 7 years.

Financial Instruments: The Company's financial instruments consist principally
of loans receivable and notes payable and are carried at amounts which
approximate fair value.

Stock-Based Compensation: On October 23, 1995, the Financial Accounting
Standards Board (the "FASB") issued SFAS No. 123, "Accounting for Stock-Based
Compensation." SFAS No. 123 encourages, but does not require, the recognition of
compensation expense for grants of stock, stock options, and other equity
instruments to employees based on a fair value method of accounting. Companies
are permitted to continue to apply the existing accounting rules contained in
Accounting Principles Board Option No. 25, "Accounting for Stock Issued to
Employees" (APBO No. 25"); however, companies that choose to retain this method
of accounting are required to provide expanded disclosures of pro forma net
income and earnings per share in the notes to financial statements as if the new
fair value method of accounting ad been adopted. The Company has elected to
continue to apply the accounting principles contained in APBO No. 25.

Income Taxes: The Company accounts for income taxes using the deferred asset and
liability method as required by SFAS No. 109, "Accounting for Income Taxes."
Deferred income taxes are proved as temporary differences arise between the
basis of asset and liabilities for financial reporting and income tax reporting.

Earnings/(Loss) Per Share: Earnings per common share (EPS) is computed under the
provisions of Statement of Financial Accounting Standards No. 128, "Earnings Per
Share," which was adopted retroactively by the Company at December 31, 1997.
Basic earnings/(loss) per common share is computed by dividing net income/(loss)
available to common shareholders by the weighted average number of common shares
outstanding during the period. Since the Company has experienced net operating
losses, the outstanding options and warrants to purchase common stock have an
anti-dilutive effect. Therefore, options and warrants were not included in
computing dilutive earnings/(loss) per share.




                                       9
<PAGE>   10

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

NOTE 3  NOTES RECEIVABLE

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

                                                      -------Sept. 30, 1999----
                                                             1999      1998

   10% note due January 1, 2000, convertible to a 21%
   ownership in a travel company at the option of the
   Company's management                                    $125,000   $  ---

   10% note due May 1, 2,000 Note is secured by real
   estate                                                   126,000   $  ---
                                                           --------    ------

                                                           $251,000   $  ---

   On October 22, 1999 the Company extended the due date as
   indicated for a fee.

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

NOTE 4  VIDEOCASSETTE RENTAL INVENTORY

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

The Company amortizes its videocassette rental inventory on an accelerated
method. Under this method, videocassette rental inventory, which includes video
games, is stated at cost and amortized, beginning on the date the videocassettes
are placed into service, to its salvage value ($4 per videocassette) over an
estimated useful life of 36 months. All copies of new release videocassettes are
amortized on an accelerated bases during their first three months to an average
net book value of $8 and then on a straight-line basis to their salvage value of
$4 over the next 33 months.


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

NOTE 5  AMORTIZATION OF FILM INVENTORY

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

The Company's film inventory consists of the unamortized film costs for Happily
Ever After allocated to the secondary market.

Amortization of capitalized film property costs is computed using the
individual-film-forecast computation method as promulgated under SFAS No. 53,
"Financial Reporting by Producers and Distributors of Motion Picture Films". At
June 30, 1996, the Company intended to amortize the remaining unamortized film
costs for its Happily Ever After property over the next five years, subject to
future market conditions altering this accounting estimate. The Company's
computation of net realizable value as of June 30, 1997 resulted in a
significant change in the amount of unamortized costs permitted to be charged to
future operations. Accordingly, a charge of $2,200,000 is reflected in the
statement of operations for the year ended June 30, 1997 to reflect the
writedown of film property costs to their estimated net realizable value. At
December 31, 1997, an additional review and analysis of the film's net
realizable value resulted in a charge to income of $490,000.



                                       10

<PAGE>   11


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

NOTE 6  LEASEHOLD IMPROVEMENTS AND EQUIPMENT

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

Leasehold improvements and equipment consisted of the following at June 30, 1999
and 1998:

                                                              1999       1998
                                                              ----       ----

   Leasehold improvements                                   $ 83,639   $ 84,153
   Office equipment                                          159,806     76,669
   Furniture and fixtures                                     27,941     43,430
   Automobile                                                   ---      38,425
                                                             -------    -------
                                                             271,386    242,677
   Less accumulated depreciation                              84,181     24,860

        Net property and equipment                          $187,205   $217,817
                                                            ========   ========

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

NOTE 7  SHAREHOLDERS' EQUITY

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


Preferred Stock: The Company has authorized the issuance of 10,000,000 shares of
$.0001 par value preferred stock. At December 31, 1998, the Company had not
issued any preferred shares.

Common Stock: During the periods ended December 31, 1998 and 1997, respectively,
the Company issued 600,000 and 274,000 shares for employee compensation and
professional fees valued at $6,000 and $5,480.

In the second quarter of 1996, the Company initiated an equity restructuring
program in which the Company issued 1,260,000 shares of its common stock (par
value $.005) along with warrants to purchase an additional 1,260,000 shares of
its common stock (par value $.005) at $1 share. Total proceeds from the offering
amounted to $830,000. On October 6, 1996, the Company's Board of Directors
approved and issued an Extension and Optional New Pricing Offer to the holders
of these warrants. These 1,260,000 warrants originally entitled the holders to
purchase an additional share each of the Company's common stock at a price of $1
through an expiration date of December 15, 1997. The Extension and Optional New
Pricing Offer allows 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. During the year ended June 30, 1997, warrants for 800,000 shares
are extended to December 31, 1999 and warrants for 200,000 shares were extended
to December 31, 2000. Additional paid-in capital of $60,000 was received from
these transactions for the period ended June 30, 1997. During 1998, certain
warrants previously issued in the six-month period ended December 31, 1998 were
canceled and cash of $20,000 was returned. During 1998, 100,000 warrants were
issued as part of a compensation agreement. The warrants are convertible to
common stock at twenty-five cents a share. There were 13,660,000 warrants
outstanding at December 31, 1998.

Rentrak, Inc. of Portland, Oregon is a large distributor of videocassettes on a
pay-per-view basis nationally. On December 22, 1995, the Company and Rentrak
entered into a ten-year agreement whereby Rentrak purchased 357,143 shares of
common stock for $200,000. Rentrak has also agreed to acquire an additional
$10,000 of common stock for each new non-Rentrak video store acquired by the
Company. No new stores have been acquired as of December 31, 1998.

Stock Options: On May 21, 1993, shareholders approved an incentive stock plan
which reserved 3,500,000 shares of the Company's common stock for issuance under
the 1993 Incentive Stock Option Plan ("ISO") and the 1993 Non-Qualified Stock
Option Plan ("NQSO") (collectively referred to as the "1993 Plan"). The 1993
Plan provides incentives to officers, directors, employees, consultants, and
advisors in the form of stock options, subject to certain restrictions.


                                       11
<PAGE>   12

The Company's Board of Directors determines the granting of options under the
1993 Plan, including the exercise period, contingencies, vesting periods, and
employee qualifications. Options to be issued under the ISO are intended to
qualify as "incentive stock options" under Section 422 of the 1986 Internal
Revenue Code (the "Code"), as amended. Options granted under the NQSO are
subject to fewer restrictions than the ISO and are considered "Non-Statutory
Stock Options" as defined in the Code. As of December 31, 1997, 25,000 options
had been issued under the 1993 Plan. These options were issued in August 1993 at
the exercise price of $1.53 per share. All of the outstanding options were
exercisable at December 31, 1998. No options were exercised during the year
ended December 31, 1998, the six months ended December 31, 1997, or the year
ended June 30, 1997.

Employee Stock Purchase Plan: The Company implemented an Employee Stock Purchase
Plan in 1994 which permits substantially all employees to acquire Company common
stock. Participating employees may acquire stock at the end of each six-month
period (June 30 and December 31 of each year) at a purchase price of 85% of the
lower of fair market value at the beginning or end of the period. Employees may
designate up to 10% of their base compensation for the purchase of stock under
this plan. There are no charges to income in connection with this plan.


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

NOTE 8  LEASES

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

The Company occupies certain office facilities and video stores under operating
lease arrangements. Under terms of the leases, the Company is responsible for
real estate taxes, insurance, and maintenance costs on the facilities. Total
rent expense under such arrangements was approximately $278,000, $35,000 and
$17,000 for the year ended December 31, 1998, the six months ended December 31,
1997, and the year ended June 30, 1997, respectively. The leases expire from
1999 through 2003.

Future minimum payments under noncancelable leases as of December 31, 1998 are
as follows:

                                     1999                  $   308,870
                                     2000                      264,751
                                     2001                      251,142
                                     2002                      214,440
                                     2003                      180,870
                                                           -----------

                                                           $ 1,220,073
                                                           ===========



                                       12

<PAGE>   13

                                     ITEM 2.
               FIRST NATIONAL ENTERTAINMENT CORP. AND SUBSIDIARIES
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                       OPERATIONS AND FINANCIAL CONDITION

OVERVIEW

The Corporation continued to experience losses for the quarter due to the
continuing expenses associated with Equator Entertainment, a short term down
turn in revenue in Prairie Business Credit and losses in First National Video.
Revenue in First National Finance fell below forecast because of slower turns on
rehab projects and a change in loan method. Prepaid interest revenue is now
recognized at loan repayment date creating a timing deferral of revenue.

Management has been instructed by the Board of Directors to focus on its core
businesses - Entertainment and Finance. The corporation will sell or close its
remaining video stores in First National Video Corp. by the end of the first
quarter of 2000. Also, the corporation will vigorously pursue an acquisition or
merger with an appropriate profitable company in order to utilize its NOL for
Federal Income tax purposes.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1999 the company had cash of $40,650 compared to $49,158 at the
year ended December 31, 1998. Bank loans remained unchanged with the exception
of approximately $25,000 of principal payments on the loan of First National
Video Inc. Notes to shareholders increased by $146,850 during the period.

The corporation's relationship with the bank remains excellent.

FINANCING ACTIVITIES

Management believes its working capital and existing credit sources are adequate
to meet its operating requirements for the forseeable future.

The corporation continues to pursue funding for growth and expansion in the
following manner:


     Prairie Business Credit, Inc. - a $2.5 million dollar line of revolving
     credit to enable growth and swift participation in profitable accounts
     receivable purchases.

     First National Finance Corp. - to obtain $2-$3 million dollars of funds for
     growth of its business loan portfolio.

     Equator Entertainment - will attempt to sell a minority interest in order
     to raise the capital needed to participate on a coproduction profit sharing
     basis with upcoming animated film projects.


RESULTS OF OPERATIONS - Nine months Ended September 30, 1999 compared to Nine
Months Ended September 30, 1998.

Consolidated revenues increased to $1,673,734 compared to $1,401,324 for nine
months of 1998 - an increase of $272,410. This is mainly attributable to
acquisition of video stores under First National Video Corp. Revenue in First
National Finance Corp. in business loans was approximately $230,000 below the
same period in 1998, in part due to a change in policy towards revenue being
recognized at loan repayment rather than on a prepaid or interim bases. Also,
the company has experienced a need to seize several non-performing properties
and is in the process of completing the rehabilitation and selling the
buildings. For the nine months ended First National Finance had a profit of
$273,424.

Operating income in Prairie Business dropped considerably during the third
quarter as existing accounts were not replenished. However, a new marketing plan
began in the second quarter that should yield results in the fourth quarter and
beyond. For the nine months Prairie Business has a loss of $114,526.



                                       13
<PAGE>   14


First National Video continues to pursue every possible avenue in order to
improve profitability. For the nine months Video had a loss of $135,621. As
expressed in the overview the Board has directed management to dispose of the
stores.

Total Costs for nine months of 1999 was $2,509,315 compared to $1,362,393 in
1998. A significant portion of the increased cost is associated with the video
stores activity for nine months versus five months in 1998. Also, Equator
Entertainment significantly added to administrative costs by adding personnel.
Prairie Business increased expenses by $295,810 as a 1999 acquisition. The
resulting loss for 1999 at nine months is $835,581 or $(.04) cents per share
compared to 1998 net income of $29,937. The consolidated balance sheet has total
assets of $4,039,605 at September 30, 1999.

TAXES ON INCOME

Taxes on income are zero due to the cumulative net operating loss carryforwards
of approximately $28.0 million at September 30, 1999, for federal tax purposes.
The net operating loss carryforwards expire in varying amounts beginning in the
year 2000.


FORWARD LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a 'safe harbor'
for forward looking statements. Certain information included in this news
release contains statements that are forward-looking, such as statements
relating to the consumption of transactions, anticipated future revenues of the
company, and the success of current product offerings. Such forward-looking
information involves risks and uncertainties that could significantly affect
results in the future and, accordingly, such results may differ materially from
those expressed in any forward-looking statements made by or on behalf of
Equator Entertainment. For a description of risks and uncertainties, please
refer to First National Entertainment's filings with the Securities and Exchange
Commission, including Forms 10-K and 10-Q.




                           PART II - OTHER INFORMATION

                           ITEM 5 - OTHER INFORMATION

None


                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         (27)     Financial Data Schedule

(b)      Reports on Form 8-K

         None





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<PAGE>   15





                                    SIGNATURE


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.


                                         First National Entertainment Corp.




Dated: August 13, 1999                   /s/ Charles E. Nootens
       ------------------                -----------------------
                                         Charles E. Nootens
                                         President






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