UNITED STATES 
                 SECURITIES AND EXCHANGE COMMISSION 
                        Washington, DC  20549 
 
                            Form 10-KSB/A Amendment No. 2
          [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
                   THE SECURITIES EXCHANGE ACT OF 1934 
 
                          [FEE REQUIRED] 
 
                        For the Fiscal Year ended: 
 
                           December 31, 1996 
 
                                  OR 
 
          [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                SECURITIES EXCHANGE ACT OF 1934 
                              [NO FEE REQUIRED] 
                      Commission File No. 0-15435 
 
                      FIRST ENTERTAINMENT, INC. 
       (Name of Small Business Issuer as Specified in its Charter) 
                                     
   Colorado                                   84-0974303 
(State or Other Jurisdiction of             (I.R.S. Employer 
Incorporation or Organization)               Identification Number) 
 
                   1380 Lawrence Street, Suite 1400 
                       Denver, Colorado 80204 
 (Address of Principal Executive Offices, Including Zip Code) 
 
Registrant's telephone number, including area code:  (303) 592-1235 
 
Securities registered pursuant to Section 12(b) of the Act:  None 
 
Securities registered pursuant to Section 12(g) of the Act:

 Common Stock, $.008 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 

Check if there are no disclosure of delinquent filers in response to Items 405 
of Regulation S-B 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 n Part III of this Form 10-KSB or 
any amendments to this Form 10-KSB.  [   ]

State issuer's revenues for its most recent fiscal year. $2,139,451 

As of February 28, 1997, there were 5,799,713 shares of common stock 
(the Registrant's only class of voting stock) outstanding.  The aggregate 
market value of the 5,147,797 shares of common stock of the Registrant held by 
nonaffiliates on February 28, 1997 was approximately $5,791,272 (based on the 
mean of the closing bid and asked prices). 

Documents incorporated by reference:  None 

INDEX TO FORM 10-KSB 
 
PART I 
 
  Item 1              Description of Business 
 
  Item 2              Description of Property 
 
  Item 3              Legal Proceedings 
 
  Item 4              Submission of Matters to a Vote of 
                      Security Holders 
 
PART II 
 
  Item 5              Market for Common Equity and Related 
                      Stockholder Matters 
 
  Item 6              Management's Discussion and Analysis 
                      or Plan of Operation 
 
  Item 7              Financial Statements 
 
  Item 8              Changes in and Disagreements with 
                      Accountants on Accounting and 
                      Financial Disclosure 
                      
PART III 
 
  Item 9              Directors, Executive Officers, 
                      Promoters and Control Persons 
                      
  Item 10             Executive Compensation 
 
  Item 11             Security Ownership of Certain 
                      Beneficial Owners and Management 
 
  Item 12             Certain Relationships and Related 
                      Transactions 
 
PART IV 
 
  Item 13             Exhibits, Lists and Reports on Form 8K 
                      A)   Exhibits 
                      B)   Reports on Form 8-K 
 
PART I 
 
Item 1.  Description of Business 
 
First Entertainment, Inc. (the "Company" or "FTET") was incorporated under the 
laws of Colorado on January 17, 1985.  Currently, the Company is a multi-media 
entertainment conglomerate, holding controlling interests in five distinct 
segments, four active and one inactive.  The four active segments, which are 
overviewed by the parent company, FTET, are known as "Video," "Radio,"  "Live 
Entertainment, "and "Retail".  The inactive segment is known as "Film".  In 
November 1995, the Company determined to discontinue the operations of its 
copyrighted properties segment, which it acquired in 1994.  Initially, the 
Company's business consisted of the production of pre-recorded travel guides 
and special interest videos.  In 1987, the Company entered the radio 
broadcasting business by acquiring Quality Communications, Inc., a Wyoming 
corporation pursuant to which the Company operates the radio segment of its 
business. In 1992, the Company acquired a controlling interest in First 
Films, Inc. ("FFI"), a publicly held Colorado corporation, under which its 
film and live entertainment operations are undertaken.  In December 1996, 
the Company commenced operations of selling infomercial products in free 
standing unmanned kiosks in major retail malls including U.S. Military bases.
This segment is known as the "retail" segment. 
 
Video 
 
Initially, the Company entered the pre-recorded videocassette product market 
through the design, production and distribution of pre-recorded videocassette 
travel guides and later expanded into production and distribution of special 
interest videocassette productions.  In June 1986, the Company entered into a 
trademark licensing agreement with Rand McNally, providing the Company the 
right to use the Rand McNally name worldwide for its Video Trip product. 
 
In 1993, the Company negotiated the termination of its relationship with Rand 
McNally.  In July 1993, the Company entered into a new agreement, entitling it 
to use the KODAK  trademark of Eastman Kodak Company for video through its 
exclusive U.S. distributor, Woodknapp and Company, Inc. 
This agreement allowed Woodknapp and Company, Inc. to become the exclusive 
domestic distributor for the Company's Video Trip product and allowed the 
Company to receive sponsorship assistance from Eastman Kodak Company.  This 
agreement allowed the Company to pass through some of the costs of packaging, 
marketing and distribution to Woodknapp, who is one of the largest distributors 
of special interest video in the United States.  The Company bore the expense
of editing the Rand McNally trademarks from the programs.  This editing was 
completed in December 1993 and shortly thereafter, Woodknapp released, 
domestically, the first of five release groups created from the Video Trip 
library.  In January 1995, the Company was informed that Woodknapp and Company, 
Inc. had ceased operations and would not be able to honor its contract as the 
Company's exclusive U.S. distributor of Video Trips.  The Company feels that 
because of cash flow problems of Woodknapp they were not able to effectively 
market their Video Trips in 1994. 
 
In 1995, the Company signed a three year distribution agreement with Fox 
Lorber, whereby Fox Lorber would test the distribution of 12 video trip 
titles in North America.  Fox Lorber has the right to acquire the remaining 
28 video trip titles and extend the term of the agreement from three years 
to seven years with an additional advance royalty payment of $58,000.  
During 1996, the Company sold all its foreign distribution rights to Fox 
Lorber for $50,000. 
 
Radio 
 
In October 1987, the Company entered the radio broadcasting business through 
the acquisition of Quality Communications, Inc. ("Quality Communications"), a 
Wyoming corporation.  At that time, Quality Communications owned and operated 
three radio stations, which serve markets in Northeast Wyoming and central 
Iowa. In August 1989, the Company sold two radio stations in Boone, Iowa. 
 
The Company, through Quality Communications, operates a radio station, 100.7, 
The Fox, located in Gillette, Wyoming. 
 
In November 1993, the Company changed the music format of the radio station 
formerly known as KGWY, or Y-100, from a top-40 station to a format known as 
the "Heart of Rock."  In February, 1995 the format was changed again to 
contemporary country.  The changes have had a positive effect on its market 
share and gross revenues.  Independent market surveys show the radio station 
has approximately 44% of the market in Gillette, Wyoming.  In 1996, the radio 
station started promoting concerts using up and coming country and western 
singers.  The radio station was a venue to promote the concerts and add an 
additional source of revenue for the radio station. 
 
Live Entertainment 
 
FFI owned and operated two comedy clubs, one located in Denver, Colorado and 
one in Tampa, Florida.  The Tampa, Florida, club was closed on January 29, 
1995 due to less than expected attendance. 
 
The goal of this division is to produce first-rate shows in the theater 
environment.  Revenues are generated through both ticket sales at the door and 
beverage and food sales at tables.  Clubs are open to the public only for 
shows, which last from 1 to 2 hours each, and number as many as three per 
night.  Non-show times are devoted to preparing and producing a show that 
changes completely each week, and to promoting and marketing the nightclub. 
 
FFI acquired 100 percent of the outstanding stock of Comedy Works, Inc., a 
Colorado corporation, on September 13, 1990 in an exchange for 200,000,000 
shares of common stock.  Comedy Works was incorporated in 1982 and has operated 
from its Larimer Square, Denver, Colorado location since that time.  Comedy 
Works Larimer Square typically has ten shows per week and has averaged over 
2,000 customers per week for the past fifteen years. 
 
Retail 
 
In December, 1996 the Company commenced operations of its retail 
segment. 
The segment consists of selling the most common and most popular 
informercial products in free standing un-manned kiosks in retail 
outlets throughout the United States.  The Company intends to expand operations 
to include manned kiosks in major retail malls.  Each manned kiosks will be 
approximately 250 square feet and will have approximately 35 to 50 of the top 
selling informercial products.  The Company opened its first four locations in 
December, 1996, in Pearl Harbor, Andrews Air Force Base and Bolling Air Force 
Base in Washington, D.C. and Leichmere's in Cambridge, Massachusetts.  The 
Company intends to complete a private placement of up to $800,000 in 1997 to 
fund the planned expansion of manned kiosks in major retail malls throughout 
the United States.  The Company operates the kiosks under the name "The Best of 
As Seen on TV" ("ASOTV"). 
 
Other Business Development 
 
Balzac 
 
In April 1996, the Company acquired certain assets from Balzac, Inc., a 
private company which manufactures and distributes toys, including a 
product line of toy balls.  The assets and rights acquired consisted of 
the following: inventory of Balzac toys, the exclusive license of Balzac 
for Australia and various other rights.

The exclusive license agreement for Australia was acquired for $800,000 payable 
within five years based upon a formula of 60% of net profits from the sale of 
Balzac products in Australia.  The inventory and various other rights were 
acquired by issuing 1,100,000 shares of the Company's restricted common stock 
valued at $1.2 million.  In addition, the Company granted certain stock options 
to Balzac to purchase shares of common stock of the Company. 
                                     
During 1996, a dispute arose between the Company and Balzac where Balzac 
asserted a violation of the Purchase Agreement.  Balzac seized the 
inventory valued at $1 million, which was collateral on the fixed 
obligation due under the Australian Licensing Agreement, to satisfy the 
$800,000 obligation under the Licensing Agreement.  The Company asserted 
that Balzac had no right under the Purchase Agreement or License 
Agreement to seize the inventory and apply the proceeds against the note 
obligation under the License Agreement. 
 
In April 1997, Balzac and the Company entered into an agreement whereby 
Balzac will buy back the Australian Licensing Agreement for $800,000 and 
will repay the Company $200,000 which was the difference between the 
value of the seized inventory and the obligation under the licensing 
agreement. The $1,000,000 will be paid over forty months at 8% per annum. 
 
Image Marketing Group 
 
On September 6, 1994, the Company acquired an 84 percent interest in 
Image Marketing Group, Inc. ("Image").  The Company issued 248,297 shares of 
its restricted common stock in exchange for 1,986,374 issued and outstanding 
shares of Image.  In addition, the Company issued 231,976 shares of its Class B 
preferred stock in exchange for all the issued and outstanding preferred stock 
of Image and approximately $420,000 of related party debt. 
 
Image had a substantial amount of working capital invested in inventory 
items that were not selling, therefore it was unable to recover its 
investment in inventory or reinvest in new images from the sale of 
existing inventory.  FTET invested approximately $700,000 in Image in an 
effort to generate sales through introduction of new images to 
customers. Image was unable to generate enough sales or liquidate its inventory 
to generate working capital to support continued operations.  Since 1993, Image 
has had losses from operations and at the time it was acquired by the Company 
was in need of working capital to finance inventory growth. Even with a working 
capital infusion of approximately $700,000, Image continued to incur losses as 
a result of declining sales.  In November, 1995 it was determined that 
additional working capital would not be advanced to Image and that the 
Company would terminate operations and seek a buyer for Image.  The 
discontinuance of operations of Image resulted in a loss of approximately 
$2.2 million for the year ended December 31, 1995 of which $1.6 million 
represents the write down of assets to their net realizable value. 
 
On April 24, 1996 The Company and Harvey Rosenberg, a former officer and 
director of the Company entered into a Purchase Agreement for the sale 
of Image.  Mr. Rosenberg purchased the Company's 1,986,376 shares of Image for 
$1,000 resulting in a gain of approximately $414,000.  At the time of the 
disposition of Image, Image had liabilities in excess of assets. 
 
The results of operations of Image for the year ended December 31,1996 
and 1995 are disclosed in the accompanying statements of operations as 
discontinued operations. 
 
Indian Licensing 
 
In February 1995, the Company signed a series of agreements giving it 
certain licensing and merchandising rights for the Indian Motor Company, 
which required the approval of the bankruptcy court.  These rights were 
never approved by the Bankruptcy Court. 
 
In January, 1996 A.B. Goldberg, Harvey Rosenberg, a former director and 
several other unrelated parties were named as defendants in a law suit 
filed by Sterling Consulting Corporation, Receiver for Indian Motorcycle 
Manufacturing, Inc.  The Company filed a counter claim against the 
Receiver  in July, 1996.  In September 1996,  the Company and the 
Receiver commenced settlement negotiations whereby all parties would 
resolve their dispute. 
 
In February, 1997 the Company and the Receiver agreed to the terms of a 
settlement. The proposed Settlement Agreement calls for the Company to 
relinquish all rights or claims to the Indian Motorcycle Trademark or 
the use of the Trademark and any licensing rights.  In addition, all 
claims by the Receiver and the Company shall be released and the Company 
shall pay to the Receiver approximately $114,000.  All rights acquired 
from Scott Kajiya and Jamie Ruiz for the use of the Indian Motorcycle 
Trademark in Japan are also assigned to the Receiver. 
 
The transactions described above relating to Indian Licensing have been 
rescinded in the accompanying financial statements effective from the 
date the transactions were entered into as if the transactions did not 
occur. 
 
Letters of Intent 
 
  In January, 1997, a non-binding letter of intent was signed with 
Enternet Corporation, an international marketer of infomercial products.  
Enternet has successfully combined international wholesaling as well as the 
franchising of its retail kiosk concept under the name "TV to You".  In 
addition, Enternet operates the most prominent "As Seen on TV" internet 
shopping site under the name "As On TV", offering a complete array of 
infomercial products.  This potential acquisition fits in well with the 
development of "The Best of As Seen on TV" in retail locations in the United 
States, combined with Enternet International expertise and an internet web 
site.  The Company would issue 300,000 shares of common 
stock of the Company and 100,000 shares of ASOTV for 60% of Enternet. 
Consummation of the acquisition is subject to a number of conditions 
including the negotiation of definitive agreements, completion of due 
diligence and approval by the Board of Directors of both companies.  Due 
to the contingencies involved, the Company is unable to predict if or 
when the transaction will be consummated. 
 
In March, 1997, a non-binding letter of intent was signed with ONLINE 
Casino's, Inc. ("ONLINE") regarding the potential acquisition of ONLINE, 
which consists of a fully licensed operating gaming casino in the 
Caribbean, along with an internet gaming license and internet gaming 
software that controls all aspects of the system.  The purchase price of 
ONLINE is estimated to be $26 million consisting of debt and equity 
financing.  Consummation of the acquisition is subject to a number of 
conditions including the negotiation of definitive agreements, 
completion of due diligence and approval by the Directors of both 
Companies.  Due to the contingencies involved, the Company is unable to 
predict if or when the transaction will be consummated. 
 
Competition 
 
Video 
 
The production and marketing of pre-recorded video cassettes is a highly 
competitive business.  The Company vies with many companies and 
individuals that have substantial experience in acquiring, producing and 
distributing such products.  Most have resources substantially greater 
than those of the Company.  These competitors include both large and 
small independent production companies, television and film studios, and 
others.  The Company knows of numerous other videocassette travel guide 
series (including International Video Network's Video Visits, 
Travelview, Laura McKenzie's Travel Guide and Fodor's Travel Video); 
however, the Company believes that the Kodak name and the quality of its 
programs set it apart from its competitors. 
 
Radio 
 
100.7, "The Fox" competes with seven other signals available in the 
area. Two of these radio signals originate from Gillette, Wyoming.  The 
Company presently enjoys the largest share of the market, estimated to be 44 
percent. 
 
Live Entertainment 
 
Competition is intense in the comedy and music night club entertainment 
industries.  On a national level, the Company competes for entertainers 
with companies that are better capitalized, highly visible and have 
longer operating histories and larger staffs in their respective 
locations.  None of the national comedy clubs have locations in Denver, 
Colorado.  Comedy Works Larimer Square has been in business in Denver, 
Colorado for 15 years and the Company believes it to be the highest 
revenue-producing comedy club in the area.  The Company believes that 
Comedy Works Larimer Square provides higher-quality acts than its local 
competitors, reflected in the fact that it charges approximately twice 
the admission price of its local competitors.  The two main competitors 
of Comedy Works Larimer Square are both individually-owned and located 
in shopping centers in the suburbs, while Comedy Works is located in the 
downtown Denver area. 
 
Retail 
 
There are several companies that sell infomercial products in retail 
locations, none of which have a national presence.  Other companies are 
more experienced and are better capitalized but the Company believes it 
will distinguish itself from competition by offering only the best and 
most popular infomercial products and by having a better, more up-scale 
presentation of its products. 
 
Licenses 
 
The Federal Communications Commission (FCC) issues radio broadcasters a 
license to operate within their assigned frequency for seven years. 
These licenses, upon application, are renewable for additional seven 
year periods.  The FCC issued KGWY its original license on October 1, 1983, to 
operate at a frequency of 100.7 MHz, 24 hours a day, at 100,000 watts of 
effective radiated power.  It was subsequently reissued in October of 1990.  It 
will be up for renewal again on October 1, 1997.  During the renewal process 
the public has an opportunity to express its opinion of how well the particular 
station is servicing its broadcast area. Extreme public negativity during this 
period can hold up the reissuance process. In addition, frequent violations of 
FCC rules and regulations can be cause for the denial of the station's license 
renewal. 
 
The FCC allots a certain number of frequencies for each broadcast area, 
based upon community need, population factors and the determination of 
the economic viability of another station in the designated region. 
Currently there are no other licenses available in the Gillette area.  
It is possible  to request that the FCC reconsider opening up further 
frequencies through its rule making body, but this can be a time 
consuming process.  All sales of stations and subsequent transfers of 
licenses must be approved by the FCC. 
 
Seasonality 
 
Video 
 
Although revenues are spread over the entire calendar year, historically 
the third quarter generally reflects the highest revenues for each year 
due to increase in wholesale buying for the holiday season. 
 
Radio 
 
Although revenues are spread over the entire calendar year, the first 
quarter generally reflects the lowest and the fourth quarter generally 
reflects the highest revenues for each year.  The increase in retail 
advertising each fall in preparation for the holiday season, combined 
with political advertising, tends to increase fourth quarter revenues. 
 
Retail 
 
Historically retail is the strongest in the October through December 
months.  The Company projects a decline in sales during January through 
March and July through September with the second and fourth quarters 
showing the stronger sales. 
 
Live Entertainment 
 
The Company has found that its highest-revenue months are from July 15 
to October 15 of each year.  From approximately May 15 to July 15 of 
each year, business is typically down 30 percent below average, 
primarily because customers prefer outdoor activities at that time of 
year.  During the holiday season, management has found a slight increase 
due to once-a year customers, on vacation or hosting visiting friends or 
relatives. 
 
Employees 
 
First Entertainment, Inc. 
 
Currently, FTET, the Holding Company, employs one executive and one 
administrative person.  The Holding Company contracts the accounting and 
administrative function to a company owned by the former president and 
to other independent consultants. 
 
Video 
 
The Company does not have any video employees, but rather relies upon 
its distribution for video sales. 
 
Radio 
 
The Company employs approximately five full-time employees and eight 
part-time employees.  Of the full-time employees, they are engaged 
mainly in the administrative radio operations and sales.  The part-time 
employees are engaged in the on-air activities as on-air personalities. 
 
Live Entertainment 
 
This division has three full-time employees and approximately 20 part 
time employees.  Full-time employees are management staff and part-time 
employees are waitresses, bartenders, and door personnel. 
 
Retail 
 
Currently, this division has one full-time employee. 
 
Item 2. Description of property 

First Entertainment, Inc. 
 
The Company's executive offices are located at 1380 Lawrence Street, 
Suite 1400, Denver, Colorado and are leased under the terms of a 66- 
month lease, which terminates in August 1997.  Monthly rental is 
approximately $4,100. 
 
Video 
 
The Company's video operation is housed in the executive offices at 1380 
Lawrence Street, Suite 1400, Denver, Colorado.  The production 
facilities for the Video Division are located in Casper, Wyoming, in the 
home of the producer.  The Company pays no rent for its production 
facilities. 
 
Radio 
 
The Company has facilities in Gillette, Wyoming which house the radio 
station, 100.7, The Fox.  The facilities were leased under a 10-year 
lease agreement, which commenced in August 1986, with a trust whose 
trustee was the president of the Company until 1992.  Annual rent was 
approximately $21,000.  In addition, the radio station leased its FM 
tower site from a ranch owned by the former president's wife for an 
annual rent of $5,400.  In April, 1996  the Company purchased the land 
and building which houses the radio station for $300,000 and the land 
under which the FM tower sits for $125,000, by issuing preferred stock 
valued at $275,000 and a mortgage for $150,000. 
 
Live Entertainment 
 
The Company rents one facility.  Comedy Works Larimer Square leases its 
premises under the terms of a five-year lease, which commenced in March 
1994.  The monthly lease payments are based upon approximately six 
percent of gross revenues.  The Tampa Comedy Works which closed January 
1995 had leased its space on a month-to-month basis. 
 
Retail 
 
This division leases  office space at 1380 Lawrence Street, Suite 1400 
from the parent company at $750 per month and space for stand alone 
kiosks at various prices on short term leases for less than one year. 
  
Item 3. Legal Proceedings 
 
First Entertainment 
 
First Entertainment knows of no litigation pending, threatened, or 
contemplated, or unsatisfied judgments against it, or any proceedings of 
which First Entertainment or any of its subsidiaries is a party, except 
as specified below.  First Entertainment knows of no legal actions 
pending or threatened, or judgment entered against any of its officers 
or directors or any of its subsidiaries in their capacities as such, 
except as specified below. 
 
In January, 1996 the Company, AB Goldberg, Harvey Rosenberg and several 
other related and unrelated third parties were named as defendants in a 
lawsuit filed by Sterling Consulting Corporation as Receiver for Indian 
Motorcycle Manufacturing, Inc.("IMMI")  The Complaint alleges 
interference by defendants in the business of IMMI, conflicts of 
interest of AB Goldberg, breach of fiduciary duty, unjust enrichment, 
and bankruptcy fraud. 
 
In July 1996, The Company filed suit against the Receiver alleging 
intentional interference of contracted relationships and breach of 
licensing agreements. 
 
In September 1996, the Company and the Receiver commenced settlement 
negotiations whereby all parties would resolve their disputes. 
 
In February 1997, the Company agreed to terms of a Settlement Agreement 
with the Receiver whereby the Company would relinquish all rights to the 
Indian Motorcycle Trademark and pay the Receiver approximately $114,000. 
(see Item 1, Other Business Developments) 
 
In March 1997, the Company commenced legal proceedings against Image Marketing 
Group, Inc. and Harvey Rosenberg, Burt Katz, a director of the Company and 
Michael Katz, individually, for collection of approximately $700,000 in 
advances to Image Marketing.  Image Marketing Group, Inc. was purchased by 
the Company from Burt Katz, Michael Katz, and Harvey Rosenberg in September 
1994.  From September 1994 to November 195 the Company advanced Image 
approximately $700,000.  In November 1995 the Company determined to 
discontinue the operations of Image due to substantial losses and demanded 
repayment of the advances to Image.  Image was unable to repay the advances, 
therefore the Company commenced legal proceedings against Image and its 
former shareholders.  The suit was filed in Denver District County Court in 
April, 1997. 
 
In addition, the Company has commenced legal proceedings against HK 
Retail Concepts for breech of contract.  The claims are for unspecified 
damages at this time. The suit was filed in Denver District County Court in 
April, 1997. 

 
Item 4. Submission of Matters to a Vote of Security Holders 
 
There were no matters submitted to security holder vote during the 
fiscal year ended December 31, 1996. 
 
Item 5. Market for the Company's Common Equity and Related Stockholder 
Matters 
 
The Company's common stock is traded on NASDAQ in the over-the-counter 
market and since October 1988, has been included in NASDAQ.  The 
following table sets forth the high and low bid quotation for the 
Company's common stock for each quarterly period in 1996 and 1995.  As 
of February 28, 1997, there were approximately 1,135 shareholders of 
record of the Company's common stock.  Holders of common stock are 
entitled to receive such dividends as they may be declared by the 
Company's Board of Directors.  No dividends are anticipated to be paid 
in the foreseeable future. 
<TABLE> 
                                                     Bid Price 
                                                 High        Low 
  <S>                                       <C>          <C> 
  1996 
    First Quarter                           $   .66      $  .44 
    Second Quarter                             1.94         .50 
    Third Quarter                              1.25         .63 
    Fourth Quarter                             1.00         .50 
 
  1995 
    First Quarter                           $  1.90      $  .69 
    Second Quarter                             2.03        1.12 
    Third Quarter                              1.60        1.00 
    Fourth Quarter                             1.22         .66 
</TABLE> 
 
Item 6. Management Discussion and Analysis or Plan of Operation 
 
Fiscal 1996 as Compared to Fiscal 1995 
 
The Company had a net loss from continuing operations of approximately 
$1.6 million in 1996 and 1995. 
 
The loss from the discontinued operations of Image was $ 28,000 in 1996 
compared to $ 593,000 in 1995.  The 1995 loss represents a full year of 
operation, whereas the 1996 loss represents only three months of 
operations of which $60,000 had already been estimated at December 31, 
1995. 
 
The loss on the disposal of Image of $1,609,000 in 1995 represents a 
write down of assets to their estimated net realizable value of 
$1,549,000 and an estimate of the loss through the state of disposition 
of Image of $ 60,000.  The gain on the sale of Image in 1996 results 
from the sale of Image that at the time of disposition had liabilities in 
excess of assets. 
 
Overall revenues increased from $1.8 million in 1995 to $2.1 million in 
1996.  Live entertainment revenues increased from $ 1 million in 1995 to 
$1.25 million in 1996.  The increase is due in part to a strong economy 
which is providing more discretionary income and to increased 
attendance. The Comedy Club has been successful in bringing in highly 
recognized headliners, some of which performed special engagements during 
the week when attendance is less than weekends.  As a result of increased 
attendance, food sales and liquor sales have also increased.  Overall, the 
industry has seen a decline in attendance at comedy clubs 
nationwide, although the Denver comedy club has been able to retain attendance. 
With the increase in live entertainment sales in 1996, cost of goods sold has 
also increased from $.9 million in 1995 to $1.1 million in 1996.  The largest 
component of cost of goods sold, live entertainment, is labor, including 
entertainers salaries which increased from $392,000 in 1995 to $547,000 in 
1996.  Of the $155,000 increase in labor costs in 1996, $122,000 was 
attributable to entertainers. 
 
Radio sales have increased from $678,000 in 1995 to $713,000 in 1996 
primarily because the Company began promoting concerts for up and coming 
country performers, generating approximately $33,000 in concert 
revenues. The radio station still has the largest audience share in Gillette, 
Wyoming.  Cost of goods sold-radio has increased by $10,000 from 1995 to 1996 
primarily due to the cost of the concerts which was a new cost in 1996.  The 
single largest component of cost of goods sold, radio, is labor which was 
$296,000 in 1996 and $300,000 in 1995.  The radio station has been successful 
in increasing radio revenues without adding additional people.  The radio 
station is continuing in its efforts to manage its costs and as such has 
substantially reduced its operating overhead. 
 
Video sales increased from $31,000 in 1995 to $106,000 in 1996 as a 
result of the sale of foreign distribution rights for $50,000 and 
collection of foreign royalties of $53,000. 
 
Retail revenues were $19,000 in 1996 and did not exist in 1995.  Retail 
operations commenced in December, 1996 and revenues are for only one 
month.  Retail cost of sales is high primarily due to shipping costs in 
getting products the retail outlets in time for the Christmas retail 
shopping season.  In addition, this new division had certain start up 
costs which are not expected to recur. 
 
Other revenue decreased slightly from $55,000 in 1995 to $46,000 in 
1996. Other revenues consists primarily of T-shirt, coupon books, cigarette 
sales and booking agent fees.  In 1996, booking agent fees and coupon sales 
were $4,000 lower than in 1995.  In addition, in 1995 o help promote live 
entertainment revenues the Company sold discounted tickets totaling $11,500.  
In 1996, this marketing effort was not repeated due to increased attendance.
 
As a result of significant assets being fully depreciated at December 
31, 1995 and the acquisition of the radio station in 1996 depreciation and 
amortization decreased by $8,000 from 1995 to 1996. 
 
Management and administrative fees, affiliate, increased from $201,000 
in 1995 to $408,000 in 1996.  The underlying agreement, which provides for 
services valued at $20,000 per month, was in effect for a partial year in 1995 
and a full year in 1996.  In addition, the 1996 fees include a bonus paid in 
common stock of the Company of $168,000. 
 
Selling, general and administrative expenses (SG&A) increased from $1.37 
million in 1995 to $1.39 million  in 1996, an increase of approximately 
$20,000.  The Company made a concerted effort to reduce SG&A during 1996 
which resulted in significant savings.  However, there were certain 
transaction which had an adverse effect on SG&A for 1996.  Included in 
SG&A in 1996 is the accrual for stock bonus awards issued in 1997 for 
1996 services of approximately $89,600.  In addition, the Company 
incurred substantial legal fees in 1996 in connection with the Indian 
Motorcycle litigation and settlement negotiations.  The settlement 
resulted in the Company recording settlement costs of $114,200 during 
1996.  Legal fees were approximately $69,000 in 1995 compared to 
$195,000 during 1996.  Compensation and consulting fees were 
approximately $568,000 for 1995 compared to $467,000 for 1996.  The reduction 
in compensation and consulting fees of approximately $100,000 from 1995 to 
1996 is due mostly to the Company's cost cutting efforts.
 
Notes payable and long term debt was $977,000 in 1995 and $1,061,000 in 
1996.  The average outstanding balance of long term debt was $1,173,000 
in 1995 as compared to $1,019,000 in 1996.  In addition, in 1995 the 
Company discharged nearly $300,000 in debt that was in default that 
accrued interest at the default rate of 21%.  The decline in interest 
expense between 1996 and 1995 is due to the above factors. 
 
In 1995 the Company wrote off its investment in Interactive Video 
Technology thereby incurring a loss of $125,000. 
 
In 1995 the Company was more successful in negotiating debt settlements 
with unsecured creditors such as note payable holders and accounts 
payable holders through the issuance of common stock.  These debt 
settlements resulted in a gain of $176,717 in 1995. 
 
Liquidity and Capital Resources 
 
The accompanying consolidated financial statements have been prepared 
assuming that the Company will continue as a going concern.  As 
discussed in Notes A and F to the consolidated financial statements, the 
Company has suffered recurring losses from operations, has a working capital 
deficiency of approximately $1.3 million, and is in default on a 
substantial portion of its debt.  These conditions raise substantial 
doubt about the Company's ability to continue as a going concern. The 
consolidated financial statements do not include any adjustments that 
might result from the outcome of these uncertainties. 
 
Management's plans with regard to the Company's ability to continue as a 
going concern include continued raising of equity financing, 
restructuring of its debt obligations, evaluating mergers and 
acquisitions to improve market share or operational synergy's and 
improving efficiency of operations. For several years, losses from 
operations have resulted in significant cash deficiencies and have 
hindered the Company's ability to properly fund certain business 
segments, such as videos, to make them profitable or to expand current 
business segments.  The Company has current liabilities of $1.7 million 
and presently, the Company does not have the financial resources it 
needs to meet its existing obligations and fund working capital deficits.  The 
Company must generate additional revenues that must come from sources other 
than the existing business segments.  The existing business segments will  not 
generate significant increases in revenues.  
Therefore new business opportunities will be needed for the Company to continue 
in the long term.  The Company  is always evaluating additional business 
opportunities but is limited due to its lack of working capital. 
 
The Company has been successful in 1996 and in 1995 in financing 
operations through issuance of common stock in settlement of accounts 
payable and in exchange for services.  This form of payment has reduced 
the cash requirements of the Company.  In 1995, the Company issued 194,250 
shares of common stock for services valued at $701,000; which represents $3,61 
per sahre after relating the shares issued for a 4 to 1 reverse stock split 
effective April 9, 1996.  The pre-reverse split per share price is $.90.  In 
1996, the Company issued 532,700 shares of common stock for services valued at 
$534,000 or $1.00 per share.  In addition, the Company issued 33,450 shares of 
common stock in 1995 in settlement of accounts payable of $192,000.  No shares 
were issued in 1996 is settlement of accounts payable.  Of the total costs and 
espences of $3.7 million in 1996 and #3.3 million in 1995, $534,000 was paid by 
stock in 1996 $701,000 was paid by stock in 1995.  Stock issued for services as 
a percentage of reveunes was 20% in 1996 and 27% in 1995.
 
A significant capital infusion of up to $3 million will be necessary to 
pay down existing debt, finance capital expenditures needed by various 
business segments  to increase sales and profitability and provide 
working capital to finance business expansion.  Approximately $800,000 
of financing is needed to expand operations of ASOTV.  This money would be 
used to finance constructing of manned kiosks in major retail malls, 
purchase inventory and furniture and equipment for each kiosk.  The 
Company is also considering opening a country nightclub in Gillette, 
Wyoming to complement the country radio station the Company currently 
owns in Gillette.  The cost of furniture and equipment is estimated to 
be approximately $125,000.  The likelihood of obtaining the necessary 
equity financing is uncertain at this time. 
 
A valuation allowance offsetting the Company's net deferred tax asset 
has been established to reflect management's evaluation that it is more 
likely than not that all of the deferred tax assets will not be 
realized. 
 
Item 7. Financial Statements 
 
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES 
Index to Consolidated Financial Statements 
 
 
 
Report of Independent Certified Public Accountants Consolidated 
 
Balance Sheets
 
Consolidated Statements of Operations 
 
Consolidated Statements of Stockholders' Equity (Deficit) Consolidated 
 
Statements of Cash Flows 
 
Notes to Consolidated Financial Statements 
 
 
 
 
Report of Independent Certified Public Accountants 
 
Board of Directors and Stockholders 
First Entertainment, Inc. 
Denver, Colorado 
 
 
We have audited the accompanying consolidated balance sheets of First 
Entertainment, Inc. and Subsidiaries as of December 31, 1996 and 1995, 
and the related consolidated statements of operations, stockholders' equity 
(deficit) and cash flows for the years than ended.  These consolidated 
financial statements are the responsibility of the Company's management. Our 
responsibility is to express an opinion on these consolidated financial 
statements based on our audits. 
 
We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the consolidated financial 
statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures in 
the consolidated financial statements.  An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation.  
We believe that our audits provide a reasonable basis for our opinion. 
 
In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of 
First Entertainment, Inc. and Subsidiaries as of December 31, 1996 and 1995, 
and the results of their operations and their cash flows for the years then 
ended, in conformity with generally accepted accounting principles. 
 
The accompanying consolidated financial statements have been prepared 
assuming that the Company will continue as a going concern.  As 
discussed in Notes A and F to the consolidated financial statements, the 
Company has suffered recurring losses from operations, has a working 
capital deficiency of approximately $1.3 million, and is in default on a 
substantial portion of its debt.  These conditions raise substantial 
doubt about the Company's ability to continue as a going concern. 
Management's plans in regards to these matters are discussed in Note A. 
The consolidated financial statements do not include any adjustments 
that might result from the outcome of these uncertainties. 
 
 
BDO Seidman, LLP 
 
March 3, 1997, except for Note N which is dated April 11, 1997 
 
Denver, Colorado 
 
<TABLE> 
<CAPTION> 
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES 
Consolidated Balance Sheets 
December 31, 1996 and 1995 
                                                1996            1995 
ASSETS 
<S>                                          <C>                <C> 
CURRENT 
Cash and cash equivalents                    $  62,856          $ 71,488 
 Trade accounts receivable, 
  net of allowance for doubtful accounts 
  of  $7,483 and  $2,776                       105,357            89,203 
 Accounts receivable, other (Note N)           218,010           145,778 
 Notes receivable, affiliate                    10,000           100,000 
 Inventories                                    51,282            22,234 
 Other                                          18,176            18,911 
------------------------------------------------------------------------ 
                                               465,681           447,614 
------------------------------------------------------------------------

PROPERTY AND EQUIPMENT (Notes B and F) 
Master tape library and film costs           1,600,827         1,600,827 
 Equipment and furniture                       770,566           725,324 
 Building and leasehold improvements           528,257           227,839 
 Land                                          125,000 
------------------------------------------------------------------------
                                             3,024,650         2,553,990 
                                              
 Less accumulated depreciation 
   and amortization                          2,399,175         2,162,103 
------------------------------------------------------------------------
                                               625,475           391,887 
---------------------------------------------------------------------- 
OTHER ASSETS 
 License, net of accumulated amortization 
  of $420,460 and $357,941, respectively      829,921           892,441 
 License held for sale (Note N)               800,000                 -
 Goodwill, net of accumulated amortization 

  of $26,932 (Note C)                         511,712 

  Other                                                             956 
------------------------------------------------------------------------ 
                                            2,141,633           893,397 
------------------------------------------------------------------------  
TOTAL ASSETS                              $ 3,232,789       $ 1,732,898 
=======================================================================  
<CAPTION> 
"See accompanying report of independent certified public accountants and 
notes to consolidated financial statements." 
</TABLE> 
<TABLE> 
 
<CAPTION> 
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES 
Consolidated Balance Sheets, continued 
December 31, 1996 and 1995 
                                               1996           1995 
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) 
<S>                                            <C>            <C> 
CURRENT LIABILITIES 
 Accounts payable                              $ 115,701      $ 63,268 
 Accrued liabilities                             166,927       122,830 
 Accrued interest                                324,805       325,185 
 Accrued bonuses                                 257,600 
 Notes payable and current portion 
  of long-term debt (Note F)                     861,392       923,048 
 Notes payable, related parties                                 13,167 
 Net liabilities of discontinued 
   operations (Note D)                                         297,565 
---------------------------------------------------------------------- 
                                               1,726,425     1,745,063 
-----------------------------------------------------------------------  
LONG-TERM DEBT, NET OF CURRENT 
  PORTION (Note F)                               199,484       54,281 
------------------------------------------------------------------------  
MINORITY INTEREST (Note C)                       163,787 
------------------------------------------------------------------------  
COMMITMENTS AND CONTINGENCIES (Note J) 
 
STOCKHOLDERS' EQUITY(DEFICIT) (Note G) 
 Preferred stock, $.001 par value; 
 authorized 5,000,000 shares; 
 Class A preferred stock, 10,689 
 shares issued                                       10            10 
 Class B preferred stock, 0 and 
 231,976 shares issued                                            232 
 Class C preferred stock, 125,000 
 and 0 shares issued                                125 
 Common stock, $.008 par value; 
 authorized 6,250,000 shares; 
 5,292,238 and 2,631,544 
 shares issued                                    42,338        21,052 
 Capital in excess of par value               13,460,958    11,227,696 
 Accumulated deficit                         (11,829,706)  (10,567,547) 
 Deferred compensation                           (45,807)     (263,065) 
 Treasury stock, at cost, 77,125 
 shares of common stock                         (484,824)     (484,824) 
----------------------------------------------------------------------- 
                                               1,143,093       (66,446) 
------------------------------------------------------------------------  
TOTAL LIABILITIES AND STOCKHOLDERS' 
EQUITY (DEFICIT)                             $ 3,232,789  $  1,732,898 
========================================================================  
<CAPTION> 
"See accompanying report of independent certified public accountants and 
notes to consolidated financial statements." 
</TABLE> 
<TABLE> 
 
<CAPTION> 
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES 
Consolidated Statements of Operations 
For the Years Ended December 31, 1996 and 1995 
 
                                             1996           1995 
<S>                                          <C>            <C> 
REVENUE 
 Live entertainment                          $ 1,255,735    $ 1,051,993 
 Radio                                           713,322        678,685 
 Video                                           105,618         31,177 
 Retail                                           18,755 
 Other                                            46,021         55,005 
------------------------------------------------------------------------ 
                                               2,139,451      1,816,860 
------------------------------------------------------------------------ 
 
COSTS AND EXPENSES 
 Cost of sales, live entertainment             1,078,043        899,585 
 Cost of products sold, radio                    512,299        502,438 
 Cost of products sold, video                      9,483         19,913 
 Cost of sales, retail                            17,540 
Depreciation and amortization                    326,522        334,164 
 Management and administrative fees, 
  affiliate (Note I)                             408,000        201,000 
 Selling, general and administrative           1,394,683      1,373,833 
------------------------------------------------------------------------ 
                                               3,746,570      3,330,933 
------------------------------------------------------------------------ 
 
OPERATING LOSS FROM CONTINUING OPERATIONS     (1,607,119)    (1,514,073) 
------------------------------------------------------------------------ 
 
OTHER INCOME (EXPENSE) 
 Interest expense                              (102,791)      (196,698) 
 Other, net                                      22,961         55,468 
----------------------------------------------------------------------- 
                                                (79,830)      (141,230) 
------------------------------------------------------------------------ 
 
LOSS FROM CONTINUING OPERATIONS 
BEFORE MINORITY INTEREST                     (1,686,949)    (1,655,303) 
 
MINORITY INTEREST IN NET LOSS OF 
  SUBSIDIARY                                     39,655 
------------------------------------------------------------------------ 
LOSS FROM CONTINUING OPERATIONS              (1,647,294)    (1,655,303) 
 
DISCONTINUED OPERATIONS (Note D) 
 Loss from operations of discontinuance 
 of Image                                      (28,570)      (593,674) 
 Estimated Loss on disposal of Image, 
  including provision of $60,000 
  for operating losses during 
  phaseout period                                          (1,609,208) 
 Gain on sale of Image                        413,704 
------------------------------------------------------------------------ 
NET LOSS                                 $ (1,262,160)    $(3,858,185) 
======================================================================== 
 
NET LOSS PER COMMON SHARE, CONTINUING 
OPERATIONS                              $       (.39)          $ (.70) 
------------------------------------------------------------------------ 
 
NET INCOME (LOSS) PER COMMON SHARE, 
DISCONTINUED OPERATIONS                 $        .09           $ (.93) 
---------------------------------------------------------------------- 
 
NET LOSS PER COMMON                     $       (.30)         $ (1.63) 
------------------------------------------------------------------------ 
 
WEIGHTED-AVERAGE NUMBER OF 
SHARES OUTSTANDING                          4,168,661        2,363,231 
------------------------------------------------------------------------ 
</TABLE> 
[CAPTION] 
 
"See accompanying report of independent certified public accountants and 
notes 
to consolidated financial statements. 
<TABLE> 
<CAPTION> 
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES 
Consolidated Statements of Stockholders' Equity (Deficit) 
For the Years Ended December 31, 1996 and 1995 
 
 
                        Class A               Class B                 
Class C 
                      Preferred Stock   Preferred Stock         
Preferred Stock 
                      Shares  Amount    Shares     Amount       Shares      
Amount 
<S>                   <C>     <C>       <C>        <C>          <C>         
<C> 
BALANCES, 
JANUARY 1, 1995       13,469  $13       231,976    $232 
 
Common stock issued 
 for: 
 Cash, net of offering 
 costs 
 Consulting services 
 Settlement of accounts 
 Exercise of stock 
 Conversion of Class A 
 preferred            (2,780)  (3) 
 Conversion of 
 Notes Payable 
 Common stock options, 
 issued for services 
Return of Common 
 Stock Issued 
 for Polton 
 Acquisition 
Retirement of 
 Treasury Stock 
Amortizaiton of 
 deferred 
 compensation 
Net loss 
 -----------------------------------------------------------------------
BALANCES, 
DECEMBER 31, 
1995                  10,689  10        231,976    232 
 
Preferred stock 
 issued for: 
 Acquisition of 
 property                                                      275,000     
275 
 
Common stock 
 issued for: 
 Consulting services 
 Exercise of 
  stock options 
 Conversion of 
  Class B 
  preferred                             (231,976)  (232) 
 Conversion of 
  Class C 
  preferred                                                          
(150,000) 
(150) 
 Inventory and rights 
Business combination 
Common stock options, 
 issued for 
  services 
Amortization of 
 deferred 
  compensation 
Net loss 
 -----------------------------------------------------------------------
BALANCES, 
DECEMBER 31, 
1996               10,689     $10          0      $ 0     125,000   $125 
                                     
                       Common Stock     Capital In 
                                        Excess Accumulated Shares    
Amount 
                       of Par 
                                        Value   Deficit 
<S>                 <C>          <C>         <C>        <C> 
BALANCES, 
JANUARY 1,1995       1,919,872   $15,359     $8,869,076 ($6,709,362) 
 
Common stock issued 
 for: 
 Cash, net of  
  offering 
   costs                         125,000          1,000    133,400 
 Consulting services    194,250    1,553        699,476 
 Settlement of 
  accounts payable       33,450      268        192,108 
 Exercise of stock 
  options                        362,500          2,900    952,514 
 Conversion of 
  Class A 
   preferred                695        6             (3) 
 Conversion of 
  Notes Payable          70,777      566        258,275 
 Common stock 
   options, 
    issued for 
    services                                    440,250 
Return of Common 
  Stock Issued 
  for Polton 
   Acquisition 
Retirement of 
 Treasury Stock        (75,000)    (600)       (317,400) 
Amortizaiton of 
 deferred 
  compensation 
Net loss                                                (3,858,185) 
BALANCES, 
DECEMBER 31, 
 1995                2,631,544   21,052     11,227,696 (10,567,547) 
                                     
Preferred stock 
 issued for: 
 Acquisition of 
  property                                     274,725 
 
Common stock 
 issued for: 
Consulting 
  services            532,700     4,262        529,579 
 Exercise of 
  stock options                  50,000            400      22,100 
 Conversion of 
  Class B 
   preferred           57,994       464           (232) 
Conversion of 
  Class C 
   preferred          150,000     1,200         (1,050) 
 Inventory and 
  rights            1,100,000     8,800        991,200 
 Business 
  combination         770,000     6,160        401,940 
Common stock 
  options, 
  issued for 
   services                                     15,000 
Amortization 
  of deferred 
   compensation 
Net loss                                                (1,262,160) 
 
BALANCES, 
DECEMBER 31, 
  1996              5,292,238   $42,338      $13,460,958 
($11,829,707) 
 
                     Deferred      Investment       Treasury 
                   Compensation     in Polton       Stock       Total 
<S>                 <C>            <C>              <C>          <C> 
BALANCES, 
JANUARY 1,1995      ($10,417)      ($318,000)       ($484,824) 
$1,362,077 
 
Common stock 
                               issued for: 
 Cash, net of 
  offering 
   costs 
134,400 
 Consulting 
  services          (254,250)                                    446,779 
 Settlement of 
accounts payable                                                 192,376 
 Exercise of stock 
  options 
955,414 
 Conversion of 
  Class A 
   preferred                                                          0 
 Conversion of 
  Notes Payable                                                 258,841 
 Common stock 
   options, 
    issued for 
    services        (191,000)                                   249,250 
Return of Common 
  Stock Issued 
  for Polton 
   Acquisition                    318,000          (318,000)          0 
Retirement of 
Treasury Stock                                      318,000           0 
Amortizaiton of 
 deferred 
  compensation       192,602                                    192,602 
Net loss                                                     (3,858,185) 
 
BALANCES, 
DECEMBER 31, 
1995               (263,065)                      (484,824)     (66,446) 
                                     
Preferred stock 
 issued for: 
 Acquisition of 
  property                                                      275,000 
 
Common stock 
 issued for: 
 Consulting 
  services                                                      533,841 
 Exercise of 
  stock options                                                  22,500 
 Conversion of 
  Class B 
   preferred 
 Conversion of 
  Class C 
   preferred 
 Inventory and 
  rights                                                     1,000,000 
 Business 
  combination                                                  408,100 
Common stock 
  options, 
  issued for 
   services                                                    15,000 
Amortization 
  of deferred 
   compensation   217,258                                     217,258 
Net loss                                                   (1,262,160) 
 
BALANCES, 
DECEMBER 31, 
  1996          ($45,807)                       ($484,824) $1,143,093 
 
 
</TABLE> 
<TABLE> 
 
<CAPTION> 
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES 
Consolidated Statements of Cash Flows 
For the Years Ended December 31, 1996 and 1995 
 
                                           1996        1995 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 
<S>                                    <C>             <C> 
OPERATING ACTIVITIES 
         Net loss                      $ (1,262,160)   $ (3,858,185) 
 Adjustments to reconcile net loss 
  to net cash used in operations 
  Depreciation and amortization             326,522         369,564 
  Write-off of goodwill                                      13,452 
  Amortization of Image inventory 
  purchase valuation                                        160,000 
  Loss on investments                                       125,000 
  Debt settlements                          (21,342)       (176,717) 
 (Gain) loss on disposal of Image          (413,704)      1,609,208 
  Issuance of stock for services and common 
   stock options, net                       766,098         888,632 
  Minority interest in net loss of 
  subsidiary                                (39,655)        (78,950) 
  Changes in operating assets and 
  liabilities: 
    Receivables                             111,614         (32,333) 
    Inventories                             (29,048)         18,399 
    Other assets                               (221)          7,792 
    Accounts payable                         52,433         (53,900) 
    Accrued liabilities                     369,492         129,062 
    Cash provided by (used in) 
      discontinued operations               (19,048)        131,371 
------------------------------------------------------------------------
 
NET CASH USED IN OPERATING ACTIVITIES      (159,019)       (747,605) 
------------------------------------------------------------------------
<CAPTION> 
"See accompanying report of independent certified public accountants and 
notes to consolidated financial statements." 
</TABLE> 
<TABLE> 
<CAPTION> 
 
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES 
Consolidated Statements of Cash Flows (Continued) 
For the Years Ended December 31, 1996 and 1995 
 

                                                   1996          1995 
<S>                                              <C>           <C>    
INVESTING ACTIVITIES 
 Capital expenditures                             (45,660)     (62,229) 
 Advances to related                              (10,000) 
 Repayment from related parties                   100,000 
 Cash used in discontinued operations                           (4,029) 
----------------------------------------------------------------------- 
 
NET CASH PROVIDED BY (USED IN) 
INVESTING ACTIVITIES                               44,340      (66,258) 
----------------------------------------------------------------------- 
 
FINANCING ACTIVITIEs 
Principal payments on debt                        (66,453)    (132,856) 
 Proceeds from issuance of stock 
  of subsidiary                                   150,000 
 Proceeds from issuance of common stock            22,500    1,089,814 
 Checks issued against future deposits                         (40,039) 
 Cash used in discontinued operations                          (93,712) 
----------------------------------------------------------------------- 
 
NET CASH PROVIDED BY FINANCING ACTIVITIES         106,047      823,207 
------------------------------------------------------------------------ 
 
NET INCREASE (DECREASE) IN CASH 
AND CASH EQUIVALENTS                               (8,632)       9,344 
 
CASH AND CASH EQUIVALENTS, 
BEGINNING OF YEAR                                  71,488       62,144 
 
----------------------------------------------------------------------- 
 
CASH AND CASH EQUIVALENTS, 
END OF YEAR                                   $    62,856   $   71,488 
======================================================================== 
 
SUPPLEMENTAL DISCLOSURE OF 
CASH FLOW INFORMATION 
 Interest paid                                $    98,054    $   72,123 
----------------------------------------------------------------------- 
 
 Income taxes paid                            $         0    $        0 
----------------------------------------------------------------------- 
 
<CAPTION> 
"See accompanying report of independent certified public accountants and 
notes to consolidated financial statements." 
</TABLE> 
<TABLE> 
<CAPTION> 
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES 
Consolidated Statements of Cash Flows (Continued) For the Years Ended 
December 31, 1996 and 1995 
 
                                         1996              1995 
<S>                                      <C>               <C> 
SUPPLEMENTAL SCHEDULE OF 
NONCASH INVESTING AND 
FINANCING ACTIVITIES 
 
 Notes payable and accrued interest 
  converted into common stock                              $  258,840 
---------------------------------------------------------------------  
 Accounts payable and accrued expenses 
  converted into common stock                              $  192,376 
---------------------------------------------------------------------  
 Issuance of common stock for 
  inventory and other licensing rights  $ 1,000,000  
---------------------------------------------------------------------  
 Issuance of preferred stock 
  for acquisitions                      $   275,000  
----------------------------------------------------------------------- 
 
 Treasury stock acquisition 
 and retirements                                           $  318,000 
----------------------------------------------------------------------- 
 
 Mortgage notes assumed or provided in 
  property acquisitions                  $  150,000        $   57,600 
----------------------------------------------------------------------  
 Common stock and options issued for 
  services                                $ 548,841        $1,141,280 
-----------------------------------------------------------------------  
 Common stock issued for investment 
  in subsidiary                           $ 408,100 
-----------------------------------------------------------------------  
 Liabilities assumed for investment 
  in subsidiary                           $ 130,544 
---------------------------------------------------------------------  
 Conversion of liabilities assumed 
  for investment in subsidiary 
    to minority interest                  $ 100,000 
----------------------------------------------------------------------- 
 Rights acquired for note payable         $ 800,000 
-----------------------------------------------------------------------  
 Inventory seized in settlement for 
  notes payable                           $ 800,000 
----------------------------------------------------------------------  
 Inventory seized resulting in 
  accounts receivables, other             $ 200,000 
------------------------------------------------------------------------ 
<CAPTION> 
"See accompanying report of independent certified public accountants and 
notes to consolidated financial statements." 
</TABLE> 
 
[CAPTION] 
FIRST ENTERTAINMENT, INC. AND SUBSIDIARIES 
Notes to Consolidated Financial Statements 
 
NOTE A  NATURE OF BUSINESS AND GOING CONCERN 
 
First Entertainment, Inc.  (the "Company") was incorporated as a Colorado 
corporation on January 17, 1985.  The Company and its subsidiaries are involved 
in entertainment through several media:  its video segment produces and markets 
travel videos; its live entertainment segment owns and operates a comedy club; 
and its radio station, 100.7 "The Fox" operates in Gillette, Wyoming.  In 1995, 
the Company discontinued its copyrights and proprietary properties division 
which consisted of the publication of books and the printing of art. 
 
During the period from inception (January 17, 1985) to December 31, 
1996, the Company has incurred cumulative net losses of approximately  $11.8 
million and, as of December 31, 1996, had an excess of current 
liabilities over current assets of approximately $1.3 million, and is in 
default on a significant portion of its debt.  These conditions raise 
substantial doubt about the Company's ability to continue as a going 
concern.  The Company is dependent upon obtaining additional financing, 
and/or extending its existing debt obligations, and/or obtaining 
additional equity capital and ultimately achieving profitable 
operations. The accompanying consolidated financial statements do not include 
any adjustments that might result from the outcome of these uncertainties. 

Management's plans with regard to the Company's ability to continue as a going 
concern include  continued raising of equity financing in the U.S. and/or 
international markets, restructuring of its debt obligations, evaluating 
mergers or acquisitions to improve market share or operational synergies and 
improving efficiency of operations.  The Company does not have sufficient 
revenues to generate income from operations, therefore it is necessary for 
the Company to increase revenues either by expansion or by acquisition.  In 
addition, the Company has been able to issue stock for services, thereby 
reducing the need for cash for operating expenses.  If the Company would be 
unable to issue stock for services, because there would be no liquidity for the 
stock, this would have a severe adverse impact upon the Company and its 
ability to operate.  The value of services paid for by issuance of stock was 
approximately $889,000 in 1995 and $766,000 in 1996.  Net cash used in 
operations was $160,000 in 1996 and unless operations become more profitable 
the Company most likely would have net cash used in operations of $160,000 or
more in 1997.

The Company believes that current cash, plus $100,000 raised in the first 
quarter of 1997, are sufficient to support operations for the next twelve 
months.
 
NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
 
Basis of Consolidation   The accompanying consolidated financial 
statements include the accounts of the Company and its subsidiaries.  
All significant intercompany accounts and transactions have been eliminated. 

Use of Estimates  The preparation of financial statements in conformity with 
generally accepted accounting principles necessarily requires management to 
make estimates and assumptions that affect the reported amounts of assets and 
liabilities, the disclosure of contingent assets and liabilities at the date of 
the financial statements and reported amounts of revenues and expense during 
the reporting periods. Actual results could differ from those estimates. 
 
Inventories   Inventories are stated at the lower of cost or market 
value (first-in, first-out basis).  Inventories are comprised of video 
cassettes and liquor supplies. 
 
Property and Equipment   The Company has a library of master video tapes 
and film cost inventory related to its video product line.  Capitalized 
costs, when completed, are amortized over the estimated economic life of 
the master tape, generally not in excess of seven years.  The excess, if 
any, of the capitalized costs of master tapes over anticipated gross 
revenues is charged to expense.  As of December 31, 1996 and 1995, the 
aggregate net book value of the master tape library and film cost 
inventory was approximately $64,000 and $74,000. 
 
Production equipment, furniture and other equipment are recorded at cost 
and depreciated using straight-line and declining balance methods over 
the estimated useful lives of the assets, ranging from three to fifteen 
years. Leasehold improvements are recorded at cost and are amortized on a 
straight-line basis over their estimated useful lives, but not in excess of the 
lease term. 
 
The cost and related accumulated depreciation and amortization of assets 
sold or retired are removed from the appropriate asset and accumulated 
depreciation and amortization accounts and the resulting gain or loss is 
reflected in operations. 
 
Maintenance and repairs are charged to operations as incurred and 
expenditures for major improvements are capitalized. 
 
License, Goodwill and Intangibles   Broadcast licenses, goodwill and 
intangibles, consisting of copyright rights, are amortized on a straight 
line basis over a period of 10 to 20 years. 
 
Periodically the Company reviews the recoverability of its  intangible 
assets based on estimated undiscounted future cash flows from operating 
activities compared with the carrying value of the intangible assets. 
Should the aggregate future cash flows be less than the carrying value, 
a write-down would be required measured by the difference between the 
undiscounted future cash flow and the carrying value of the intangible 
assets. 
 
Revenue Recognition   Video cassette sales and copyrighted materials are 
generally recorded upon shipment.  Broadcast fees are recorded as 
revenue when the broadcast is aired.  Live Entertainment revenues are 
recognized at the time of the performance, generally nightly.  Retail sales 
are recognized at the time the merchandise is sold and are net of returns. 
 
Net Loss Per Share   Net loss per share is computed on the basis of the 
weighted-average number of shares outstanding during the respective 
periods presented.  The assumed conversion of stock options, warrants, 
debentures and convertible preferred stock would be antidilutive for all 
periods presented and are not included in the computation of weighted 
average shares. 
 
Concentration of Risk   Financial instruments which potentially expose 
the Company to concentration of credit risk consist primarily of cash 
equivalents and accounts receivable with the Company's various 
customers. The Company establishes an allowance for doubtful accounts based on 
factors surrounding the credit risk of specific customers, historical trends 
and other information. 
 
The Company maintains all cash in bank deposit accounts which at times 
may exceed federally insured limits.  The Company has not experienced 
losses in such accounts. 
 
Reclassifications   Certain balances in the 1995 consolidated financial 
statements have been reclassified in order to conform to the 1996 
presentation.  The reclassifications had no effect on financial 
condition or results of operation. 
 
Income Taxes The Company accounts for income taxes under Statement of 
Financial Accounting Standard No. 109 ("SFAS No. 109").  Temporary 
differences are differences between the tax basis of assets and 
liabilities and their reported amounts in the financial statements that 
will result in taxable or deductible amounts in future years. 
 
Deferred Compensation   Deferred compensation results from granting 
stock options at option prices less than the fair market value of the stock on 
the date of grant, under agreements with terms extending beyond one year. 
Deferred compensation is initially charged to stockholders' equity and 
amortized to expense over the term of the related agreement. 
 
Cash Equivalents   The Company considers all highly liquid debt 
instruments purchased with an original maturity of three months or less 
to be cash equivalents. 
 
Financial Instruments   The following methods and assumptions were used 
to estimate the fair value of each class of financial instruments for 
which it is practicable to estimate that value; 
 
Notes Payable   These notes substantially bear interest at a floating 
rate of interest based upon the lending  institutions prime lending 
rate. Accordingly, the fair value approximates their reported carrying amount 
at December 31, 1996 and 1995. 
 
Mortgage Notes   Estimated based upon current market borrowing rates for 
loans with similar terms and maturates. 
 
The estimated fair values of the Company's financial instruments  for 
continuing operations are as follows: 
<TABLE> 
 
                                December 31, 1996  December 31, 1995 
<S>                            <C>         <C>         <C>       <C> 
                                     
 Financial Liabilities            Carrying    Fair      Carrying   Fair 
 Notes Payable                    Amount     Value     Amount     Value 
and Mortgage Notes            $1,060,876  $1,060,876  $977,329  $977,329 
                                     
</TABLE> 
 
Stock Option Plans  The Company applies APB Opinion 25, "Accounting for 
Stock Issued to Employees", and related Interpretations in accounting 
for all stock option plans.  Following the guidance of APB Opinion 25, 
compensation cost has been recognized for stock options issued to 
employees as the excess of the market price of the underlying common 
stock on the date of the grant over the exercise price of the Company's 
stock options on the date of the grant. 
 
SFAS No. 123, "Accounting for Stock-Based Compensation", requires the 
Company to provide pro forma information regarding net income as if 
compensation cost for the Company's stock option plans had been 
determined in accordance with the fair value based method prescribed in SFAS 
No. 123. To provide the required pro forma information, the Company estimates 
the fair value of each stock option at the grant date by using the Black 
Scholes option-pricing model. 
 
NOTE C  ACQUISITIONS 
 
Power Media 
 
In July, 1996, the Company issued 770,000 shares of its restricted 
common stock, valued at $408,100, in exchange for 18,000 of the 25,000 then 
issued and outstanding shares of Power Media Communications 
International, Inc. (Power Media), or 72% ownership.  Power Media was a 
substantially dormant company that had developed the concept of selling 
informercial products in kiosks primarily located in retail malls.  The Company 
purchased Power Media because it considers the concept viable and, with proper 
management and working capital, profitable 
 
At the time of the acquisition, Power Media had net liabilities of 
approximately $130,000, as such, the total purchase price for Power 
Media was approximately $538,100.  The acquisition of Power Media was 
accounted for as a purchase and the purchase price in excess of net assets 
acquired was allocated to goodwill.  Amortization of goodwill is computed on a 
straight line basis over 10 years.  Since operations of Power Media prior to 
the Company's acquisition were not material, no proforma information has been 
provided. 
 
In November 1996, a new entity was formed called "The Best Of As Seen on 
TV", Inc. ("ASOTV") for the purpose of acquiring all of the issued and 
outstanding common stock of Power Media and to provide original 
incorporators with ownership in ASOTV.  The original incorporators of 
ASOTV were issued 464,000 shares of ASOTV for par value ($.001 per 
share), which included 220,800 shares issued to NMG, LLP, an entity owned by 
the wife of the president of the Company.  ASOTV then issued 1,015,000 shares 
of common stock to the Company for their 18,000 shares of Power Media and 
issued 324,500 shares to an unrelated party for the remaining 7,000 shares 
of Power Media.  In addition, ASOTV received a stock subscription from the 
previous owner of the 7,000 shares of Power Media to purchase approximately 
325,000 shares of common stock of ASOTV for $150,000, of which $100,000 was 
received in 1996.  As a result of the above transactions, ASOTV owned 100% of
Power Media and the Company owned approximately 56 percent of ASOTV as of 
December 31, 1996. 

The operations of Power Media and ASOTV are included in the accompanying 
statements from the date of acquisition. 

Minority interest at December 31, 1996 includes $100,000 of convertible 
preferred stock of ASOTV. 
 
Polton 
 
On May 10, 1994, the Company acquired approximately 80% of the issued 
and outstanding common stock of the Polton Corporation ("Polton") by issuing 
75,000 shares of the Company's restricted common stock valued at $318,000. In 
addition, the Company advanced Polton $200,000 for working capital. Polton was 
primarily engaged in the manufacturing and distribution of compact discs and 
cassettes for Warner Music labels. 
 
Shortly after the consummation of the Polton acquisition a dispute arose 
between the Company and Polton regarding the Company acquisition of 80% of 
Polton and Polton refused to provide financial information to the Company 
necessary to report the consolidated results of operations since the date of 
acquisition. Because of the dispute between the parties regarding the 
acqusition The Company did not have the ability to exercise significant 
influence over operating and financial policies, Polton was accounted for 
using the cost method. 
 
In November, 1995, the Company reached an agreement with Mr. Gary Firth, 
president of Polton, and Polton whereby Mr. Firth will return the 75,000 
shares of the Company's common stock and repay $100,000 of the $200,000 
advanced as working capital and the remaining of $100,000 was written off and 
has been reflected in the accompanying consolidated statement of operations in 
selling, general and administrative expenses during 1995. 
 
NOTE D  DISCONTINUED OPERATIONS 
 
 On September 6, 1994, the Company purchased approximately 84% of the 
issued and outstanding common stock of Image Marketing Group, Inc. 
("Image").  Image, an art publisher, had expanded its business 
activities to include the development and exploitation of copyrighted 
properties in multi-media marketing formats. 
 
In November 1995 the Board of Directors decided to discontinue the 
operations of Image.  Accordingly, the assets of Image were written down 
to their estimated net realizable value resulting in a write down of 
$1.6 million.  In April, 1996, the Company sold Image to a former director for 
$1,000 resulting in a gain on the disposition of Image of approximately 
$413,000.  At the time of the disposition of Image, Image had negative net 
assets of approximately $414,000. 
 
 The accompanying 1995 financial statements include an estimated loss on 
disposal of Image of $1,609,208, which includes a provision for 
anticipated operating losses until disposition of $60,000. 
 
Summarized balance sheet data for the discontinued operations as of 
December 31, 1995 is as follows: 
<TABLE> 
                                                                1995 
<S>                                                             <C> 
 ASSETS 
 Accounts receivable                                           $ 100,000 
Inventory                                                        350,000 
 Other                                                            34,318 
------------------------------------------------------------------------ 
Total current assets                                             484,318 
 Property, plant and equipment, net                              188,721 
------------------------------------------------------------------------ 
 Total                                                           673,039 
------------------------------------------------------------------------ 
 LIABILITIES 
 Current liabilities                                             970,604 
----------------------------------------------------------------------- 
 Total                                                           970,604 
------------------------------------------------------------------------ 
Net liabilities of discontinued operations                    $(297,565) 
------------------------------------------------------------------------ 
</TABLE> 
 
 
NOTE E   RADIO STATION OPERATIONS 
 
The Company operates a radio station in Gillette, Wyoming.  The assets 
of the radio station are collateral on certain bank debt. 
 
On December 1, 1993, the Company executed notes bearing a principal 
balance of $588,257 and interest at seven percent per annum to replace 
certain past-due notes.  The notes were renegotiated during December 
1996, extending the due date to November 20, 1997 with monthly principal 
and interest payments of $5,250 at nine percent per annum. 
 
In order to obtain an extension of the maturity date of the notes in 
1993, the bank required the Company to issue 50,000 shares of its common 
stock to Quality Communications as collateral.  The Company then granted 
the bank a security interest in the 50,000 common shares such that, upon 
default or nonperformance under the terms of the notes, the bank may 
sell the 50,000 common shares.  The Company agreed to make all necessary 
filings to register the collateral to provide for its free trading by 
August 1, 1994.  Such shares have not been registered as of December 31, 
1996 but the shares are no longer restricted and are free trading.  The 
Company has recorded the issuance of the 50,000 common shares as 
treasury stock in the accompanying consolidated financial statements. 
 
NOTE F   NOTES PAYABLE AND LONG-TERM DEBT 
 
The Company is not in compliance under the original terms of 
substantially all of its debt obligations.  In an effort to restructure 
its debt, a number of the terms of the original loans were rewritten 
and/or renegotiated. However, the majority of these notes are past due 
and due at various times over the next year.  Creditors may commence 
execution of judgments already obtained or commence legal proceedings to 
obtain judgments.  Substantially all of the Company's assets are pledged 
as collateral to one or more obligations.  Notes that are not in 
compliance are classified as current liabilities. 
 
<TABLE> 
                                                    December 31, 
                                                     1996            
1995 
<S>                                              <C>            <C> 
 Notes payable, First National Bank 
  Gillette (See Note E)                          $ 458,719      $479,364 
 Note payable to the State of Wyoming(1)          300,000        300,000 
 Mortgage note payable(2)                         149,561 
 Mortgage note payable(3)                          54,390         54,808 
 Note payable, creditor(4)                         19,224         18,475 
 Various notes payable individuals and 
companies(5)                                       78,982        124,682 
 Discontinued Operations: 
 Notes payable bank                                              500,324 
 Capital lease obligations                                        38,397 
----------------------------------------------------------------------- 
                                                1,060,876      1,516,050 
 Less current portion                             861,392        923,048 
 Less amount included in net assets of 
  discontinued operations                                        538,721 
------------------------------------------------------------------------ 
Long-term debt                                  $ 199,484      $  54,281 
------------------------------------------------------------------------ 
</TABLE> 
<TABLE> 
 
 Future maturities of debt as of December 31, 1996 are as follows: 
 
  <S>                    <C> 
  1997                   $   861,392 
  1998                         4,901 
  1999                         5,381 
  2000                         5,906 
  Thereafter                 183,296 
  Total                  $ 1,060,876 
</TABLE> 
 
  (1) In February 1989, the Company borrowed $300,000 from the State of 
Wyoming for the purpose of purchasing equipment, inventory and to 
provide working capital necessary to establish a video duplicating 
facility.  As of December 31, 1996, the Company has not yet established 
an operating duplicating facility and was in violation of several of the 
compliance requirements of this note.  Although the note, by its 
original terms, is not due until March 1, 1999, the State of Wyoming has 
deemed the note to be currently due as a result of the violations of the 
compliance requirements.  The note, with default interest at 16.5 
percent, is due in daily installments of $150, and is collateralized by 
the Company's master tape library. 
 
 (2) Note payable, trust; interest at 9.5%; monthly principal and 
interest of $1,500; final payment due October 2012; collateralized by 
real property. 
 
 (3) Note payable to mortgage company; interest at 8.015% per annum; 
monthly principal and interest payments of $403 for 59 months with a 
balloon payment of $53,000 due August 1, 2000;  collateralized by 
certain property and equipment. 
                                     
 (4) Note payable to a trade creditor dated October 21, 1993; interest 
at 10 percent; due on May 1, 1996;  collateralized by the Company's 
master tape inventory and subordinated to previously filed liens. 
 
 (5) Various notes payable in default; due to various individuals and 
companies with rates ranging from 10 to 21 percent per annum. 
 
NOTE G   STOCKHOLDERS' EQUITY 
 
The Company has the authority to issue 5,000,000 shares of preferred 
stock and 6,250,000 shares of common stock.  The Board of Directors has 
the authority to issue such preferred shares in series and determine the 
rights and preferences of the shares. 
 
On January 18, 1996 the Board of Directors amended the Articles of 
Incorporation creating a Class C preferred stock.  Of the 5,000,000 
shares of preferred stock authorized, 3,000,000 shall be designated as 
Class A, 1,000,000 shall be designated as Class B and 1,000,000 shall be 
designated as Class C. 
 
On April 9, 1996, the Board of Directors approved a 4 for 1 reverse 
stock spilt.  Accordingly, all references in the consolidated financial 
statements to average number of shares outstanding and related prices, 
per share amounts, common stock purchase rights, stock option plan data 
and shares issued have been restated to reflect the reverse stock split. 
 
The Class A shares have annual cumulative dividends of 7% per annum, 
redeemable by the Company by November 18, 1996, convertible into common 
stock on a four-for-one basis and carry a liquidation preference of 
approximately $15,000. 
 
The Class B shares have annual cumulative dividends of 6%, payable 
quarterly if and when declared, redeemable by the Company into common 
stock at a rate of $12.0per shares, so long as the 30-day average bid price of 
the Company's common stock is at least $12 per share and is subordinated to 
Class A shares. 

The Class C shares have no dividends and are convertible into common 
stock four shares of preferred to one share of common at a conversion price of 
Class C preferred stock equal to the average previous thirty day bid price of 
the Common Stock on the date of conversion.  The rights of the Class C shall be 
subordinate to Class A and Class B shares. 
 
Common Stock Options   In June 1994, the Company adopted a Non-Qualified 
Stock Option Plan, under which the Company's Board of Directors are 
authorized to issue options to purchase up to 62,500 shares of the 
Company's common stock to qualified employees, officers and directors of 
the Company.  The option price may be changed at the discretion of the 
Board of Directors.  No options have been issued under this plan, 
therefore, no pro forma net loss or net loss per share amounts have been 
provided as set forth under provisions of SFAS No. 123.  During 1996 and 
1995, the Company has also issued other non-qualified stock options to 
non-employees under terms and at prices deemed appropriate by the Board 
of Directors. 
 
<TABLE> 
 The following is a summary of the number of shares under option: 
                                             Weighted 
                                             Average 
                          Non-Qualifying  Exercise       Expiration 
                          Stock Options   Price       Dates 
<S>                       <C>             <C>         <C> 
Balance, January 1, 1995  241,250         $3.61       1995-1998 
  Granted                 425,000           .74       1995-1996 
  Exercised              (337,500)          .87 
  Expired                (233,750)         2.39 
-------------------------------------------------------------------- 
Balance, December 31, 1995 95,000          3.49       1996-1998 
  Granted                  50,000           .75            1996 
  Exercised               (50,000)          .75 
 Expired 
====================================================================== 
Balance, 
 December 31, 1996         95,000         $3.49 
======================================================================== 
</TABLE> 
<TABLE> 
The following table summarized information about stock options 
outstanding and exercisable as of December 31, 1996: 
 
                                             Weighted 
                                             Average 
Weighted 
      Range of           Number              Remaining 
Average 
  Exercise Prices        Outstanding &       Contractual 
Exercise 
  From       To          Exercisable         Life in Years      Price 
<C>         <C>          <C>                 <C>               <C> 
$  .40      $  .40       35,625              0.8                $0.40 
$ 4.00      $ 6.40       57,500                 0.7             $5.18 
$10.40      $10.40        1,875                 1.8            $10.40 
                         95,000 
</TABLE> 
 
NOTE H   INCOME TAXES 
 
The tax effects of temporary differences and carryforward amounts that 
give rise to significant portions of the deferred tax assets and 
deferred tax liabilities as of December 31, 1996 and 1995 are: 
 
<TABLE> 
<S>                                         <C>               <C> 
  Deferred tax assets:                      1996              1995 
   Net operating loss carryforwards         $ 4,195,000       $3,325,000 
Property, equipment, other assets, net           42,000 
   Stock bonus accrual                           95,000 
   Litigation settlement                         43,000 
Discontinued operations                                         595,000 
   Other                                         25,000          24,000 
----------------------------------------------------------------------
Total gross deferred tax assets               4,400,000       3,944,000 Less 
valuation allowance                     (4,400,000)     (3,840,000) 
------------------------------------------------------------------------ 
   Subtotal                                                     104,000 
   Deferred tax liability: 
   Property and equipmeny                                      (104,000) 
------------------------------------------------------------------------ 
  Net deferred taxes                        $       -0-          $   -0- 
------------------------------------------------------------------------ 
</TABLE> 
A valuation allowance has been recorded equal to  the net deferred tax 
asset, as management was not able to determine if it is more likely than 
not that the deferred tax assets will not be realized. 
 
The valuation allowance increased $560,000 in 1996 and $1,158,000 in 
1995. 
 
The following summary reconciles the income taxes at the statutory rate 
of 34% in 1996 and 1995 with the actual taxes: 
<TABLE> 
                                                   1996            1995 
<S>                                            <C>             <C> 
 Benefit computed at the statutory 
   rate-continuing operations                  $ (  560,000)  $(563,000) 
 Discontinued operations                                       (595,000) 
 Valuation allowance                                560,000   1,158,000
------------------------------------------------------------------------ 
Provision for income taxes                     $          0   $       0 
</TABLE> 
As of December 31, 1996, net operating loss carryforwards were 
approximately $11.3 million.  Utilization of certain portions of this 
amount is subject to limitations under the Internal Revenue Code. 
Carryforward amounts expire at various dates through 2011. 
 
NOTE I  RELATED PARTY TRANSACTIONS 
 
In July 1986, the Company entered into a ten-year operating lease 
agreement with a trust controlled by a former officer of the Company for 
an office building and land which houses the Company's radio station. 
Annual rent was $21,000.  The Company also leased land which is occupied 
by its radio tower from an entity controlled by a former officer of the 
Company.  The lease had a ten-year term beginning in 1992 with an annual 
rent of $5,400.  In April 1996, the Company acquired the office building 
and land which houses its radio station and the land occupied by its 
radio tower for $425,000.  The  Company  issued 275,000 shares of Class C 
Preferred Stock valued at $275,000 and a mortgage note in the amount of 
$150,000.  In 1996, 150,000 shares of the Class C Preferred Stock were 
converted into 150,000 shares of common stock. 

Commencing April 1995, the Company contracted out some administrative, 
management and accounting functions of the Company to a company wholly owned by 
the former president and a Director of the Company.  Monthly fees for such 
services were  $15,000 for the period April 1 to July 31, 1995 and $20,000 
thereafter.  In addition, a one time start-up fee of $25,000 was also paid.  
Total fees for 1996 and 1995 were $240,000 and $201,000. The affiliated company 
sub-leases office space from the Company on a month-to-month lease for $500 per 
month.  In addition, the Company accrued a stock bonus of $168,000 due to the 
service company payable in common stock which was issued in February 1997.  The 
stock bonus award was based on recognition of prior services provided to the 
Company including prior years when the former president and director worked for 
no salary. 

NOTE J   COMMITMENTS 

Lease Commitments   The Company has long-term operating lease agreements 
for office space, building, and certain equipment. Future minimum lease 
payments required under long-term leases in effect at December 31, 1996 
are as follows: 
<TABLE> 
<S>      <C>      <C> 
         1997     $121,649 
         1998       38,349 
         1999        9,950 
                  $169,948 
</TABLE> 
Rent expense for continuing operations was $165,047 and $179,121 in 1996 
and 1995.  Rent expense for discontinued operations was $261,903 in 
1995. 
 
NOTE K   LITIGATION 
 
In January 1996, the Company, AB Goldberg, Harvey Rosenberg and 
several other related and unrelated parties were named as defendants in a 
lawsuit filed by Sterling Consulting Corporation as Receiver for Indian 
Motorcycle Manufacturing, Inc. ("IMMI").  The complaint alleges interference by 
defendants in the business of IMMI, conflicts of interest of AB Goldberg, 
breach of fiduciary duty, unjust enrichment, and bankruptcy fraud. 
 
In July 1996, the Company filed suit against the Receiver alleging 
intentional interference of contracted relationships and breach of 
licensing agreements. 
 
In February 1997, the Company agreed to terms of a Settlement Agreement 
with the Receiver whereby the Company would relinquish all rights to the 
Indian Motorcycle Trademark and pay the Receiver approximately $114,000. 
Such amount has been reflected in the accompanying financial statement 
as of December 31, 1996. 
 
NOTE L   FOURTH QUARTER ADJUSTMENTS 
 
During the fourth quarters of 1996 and 1995, the Company recorded the 
following year-end adjustments, which it believes are material to the 
results of that quarter:

<TABLE> 
                                              1996         1995 
 Effect of Balzac dispute resolution 
   (see Note N): 
<S>                                       <C>             <C> 
 Decrease in inventory                    $   1,000,000 
     Decrease in notes payable                $ 800,000 
     Increase in accounts receivable          $ 200,000 
                           
 Effect of Indian Motorcycle settlement 
   (See Note K and M): 
     Decrease in receivables                  $ 143,000 
 Decrease in certain rights                   $ 300,000 
 Increase in accrued settlement               $ 114,000 
     Decrease in stockholders' equity         $ 300,000 
                           
 Decrease in amortization expense 
   due to the above                       $    127,500 
    Write-off of goodwill                                    $  144,793 
 Write-down of assets of 
   discontinuedoperations to net 
  realizable value                                      $     1,609,208 
</TABLE> 
NOTE M SETTLEMENTS AND RESCISSIONS 
 
  Indian Licensing 
 
Effective March 31, 1996,  the Company entered into a Purchase 
Agreement with certain individuals whereby the Company would acquire 55% 
of the issued and outstanding common stock of Indian Motorcycle Company 
Japan, a development stage company, and certain licensing rights in 
exchange for 300,000 shares of the Company's Class C Preferred Stock 
valued at $1.00 per share.  In connection with the settlement discussed 
in Note K, the Company relinquished the rights acquired and the 300,000 
shares of Class C   Preferred stock were returned to the Company. 
 
The transactions described above relating to Indian Licensing have been 
rescinded in the accompanying financial statements effective from the 
date the transactions were entered into as if the transactions did not 
occur. 
 
NOTE N SUBSEQUENT EVENT 
 
Balzac, Inc. 
 
In April 1996, the Company acquired certain assets from Balzac, Inc., 
("Balzac") a private company which manufactures and distributes toys, 
including a product line of toy balls.  The assets and rights acquired 
consisted of: an exclusive license for Australia, inventory of Balzac 
toys and various other rights. 
 
The exclusive license agreement for Australia was acquired for $800,000 
and was payable within five years based upon a formula of 60% of net 
profits from the sale of Balzac products in Australia.  The inventory 
and other assets were acquired by issuing 1,100,000 shares of the Company's 
restricted common stock valued at $1.6 million. 
 
During 1996, a dispute arose between the Company and Balzac and Balzac 
asserted a violation of the Purchase Agreement.  Balzac seized the 
inventory valued at $1 million, which was collateral on the fixed 
obligation due under the Australian Licensing Agreement, to satisfy the 
$800,000 obligation under the Licensing Agreement. 
 
The Company asserted that Balzac had no right under the Purchase 
Agreement or License Agreement to seize the inventory and apply the 
proceeds against the note obligation under the License Agreement. 
 
In April 1997, Balzac and the Company entered into an agreement whereby 
Balzac will buy back the Australian Licensing Agreement for $800,000 and 
will repay the Company $200,000 which was the difference between the value of 
the seized inventory and the obligation under the licensing agreement.  The 
$200,000 is classified as an account receivable, other in the accompanying 
consolidated balance sheet  The $1,000,000 will be paid over forty months at 8% 
per annum. 
 
NOTE O    SEGMENT INFORMATION 
 
Financial information by industry segments for the years ended December 
31, 1996 and 1995 is summarized as follows: 
<TABLE> 
                                                     Live 
                  Radio         Video          Entertainment    Retail 
<S>             <C>            <C>           <C>                <C> 
FOR THE YEAR 
 ENDED 
DECEMBER 31, 
   1996 
 Revenue 
  unaffiliated   $ 713,322     $ 105,618     $ 1,255,735        $ 18,753 
 Revenue 
   affiliated 
 Operating 
   income 
   (loss), 
 continuing 
  operations      51,606        (110,865)         84,134        (65,628) 
 Identifiable 
assets        1,383,683        1,005,280          259,776       601,247 
 Depreciation 
  and 
  amortization   77,549          207,000            3,841        26,932 
 Capital 
  expenditures    439,193                           1,322        29,512 
FOR THE YEAR 
 ENDED 
DECEMBER 31, 
 1995 
 Revenue 
  unaffiliated  $ 678,685        $  31,177      $  1,051,993 
 Revenue 
  affiliated 
 Operating 
  income 
  (loss), 
  continuing 
  operations       83,474           11,264            170,939 
 Identifiable 
  assets        1,015,647          258,102            177,129 
 Depreciation 
  and 
   amortization    84,325          231,020                    1,920 
 Capital 
  expenditures     31,855                              62,486 
</TABLE> 
<TABLE> 
                   Other Segments (1)        Eliminations      Consolidated 
<S>              <C>                      <C>                 <C> 
FOR THE YEAR 
 ENDED 
DECEMBER 31, 
   1996 
 Revenue 
  unaffiliated   $ 46,023                  $                  $2,139,451 
 Revenue 
   affiliated     175,956                   (175,956) 
 Operating 
   income 
   (loss), 
 continuing 
  operations   (1,566,366)                                   (1,607,119) 
 Identifiable 
  assets        2,175,180                  (2,192,377)         3,232,789 
 Depreciation 
  and 
  amortization     11,200                                        326,522 
 Capital 
  expenditures        633                                        470,660 
FOR THE YEAR 
 ENDED 
DECEMBER 31, 
 1995 
 Revenue 
  unaffiliated  $  55,005                                   $ $1,816,860 
 Revenue 
  affiliated      293,652                   (293,652) 
 Operating 
  income 
  (loss), 
  continuing 
  operations   (1,779,750)                                   (1,514,073) 
 Identifiable 
  assets        3,889,944                  (3,607,924)        1,732,898 
 Depreciation 
  and 
   amortization    16,899                                       334,164 
 Capital 
  expenditures     25,488                                       119,829 

(1) Other Segments represents the operations of the parent company which is 
primarily responsible for incurring general and administrative expenses.  
Identifiable assets are essentially investments in subsidiaries which are 
eliminated in consolidation.
 
Item 8. Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure 
 
There were no disagreements with BDO Seidman, LLP with regard to 
matters of accounting principle or disclosure. 
 
 
PART III 
 
Item 9. Directors , Executive Officers , Promoters and Control Persons 
 
Information concerning the Directors and Executive Officers of the 
Company is as follows: 
 
                                                 Tenure as Officer 
Name                  Age   Position            or Director 
 
A. B. Goldberg        49    Director            April 1993 to present 
                            President and       Commencing February 1995 
                            Chief Executive Officer 
 
Dr. Theodore Jacobs   56    Director            November 1996 to
                                                present 
 
Dr. Nick Catalano     56    Director           March 1992 to present 
 
Burt Katz             72    Director           December  1994 to  
                                               June 1997 
 
Cindy Jones           42   Secretary and      April 1994 to present 
                           Treasurer 
 
 
All of the Directors' terms expire at the next annual meeting of 
shareholders or when their successors have been elected and qualified. 
The Officers of the Company serve at the pleasure of    the Board of 
Directors. 
 
The following sets forth background information concerning the above 
Directors and Executive Officers: 
 
Dr. Nick Catalano is presently serving in his twenty-fourth year as 
professor of English Literature, Communications and music at Pace 
University, New York City.  He is also the University's director for 
the Performing Arts.  Over the past several years, he has been a 
writer/producer for several television network shows, including The Bill 
Cosby Show, PBS documentaries, Doug Hennings' The World of Illusion, and 
TV specials for Richard Belzer on HBO.  Dr. Catalano has produced 
travelogue videos for Video Trips on Greece, the Greek Islands, Utah, 
St. Martin and is currently completing the Hamptons.  In addition, he is 
the founder of "The Big Apple Comedy Showcase" at Pace University, now 
in its 18th year.  It is the oldest college comedy series in the 
country. 
 
Abraham "A.B." Goldberg has been employed by First Films as Executive 
Producer and Financial Consultant since January 1987.  Mr. Goldberg 
served as Executive Producer for "Almost Blue" and "The Amityville 
Curse."  In addition, he served as Executive Producer for "Mind Killer," 
"Night Vision" and "Lone Wolf."  Mr. Goldberg has been an independent 
consultant and has advised several film companies, beginning in 1977 
with Innovations/ECA, which produced "The Buddy Holly Story" starring 
Gary Busey and "Under The Rainbow" starring Chevy Chase and Carrie 
Fisher.  He also advised Robert Halmi Productions, a New York-based 
production company which was merged with Hal Roach Studios and later 
acquired by Quintex Entertainment.  Mr. Goldberg served as President of 
Harvard Financial Group, an independent investment consulting firm, from 
November 1976 through April 1982.  Since April 1982, Mr. Goldberg has 
consulted with a variety of businesses, including First Films.  Mr. 
Goldberg earned a Bachelor's Degree in Finance from the University of 
Colorado, Boulder, Colorado in 1969 and attended the University of 
Denver College of Law.  Mr. Goldberg was elected President and Chief 
Executive Officer in February 1995. 
 
Burton Katz.  Mr. Katz graduated from New York University and the United 
States Military Academy at West Point.  Mr. Katz has over forty years 
experience in the image publishing business.  He founded the Company's 
former wholly owned subsidiary, Bernard Picture Co., Inc., in 1951 and 
relocated the business to Stamford, Connecticut in 1979.  His extensive 
experience includes all aspects of art publishing, including printing, 
matting, silk screening and picture framing. 
 
Dr. Theodore Jacobs, M.D.  graduated from New York Medical College in 
1955 where he was honored by achieving the highest award to a graduating 
medical student.  Dr. Jacobs was Board Certified in Internal Medicine in 
1962 and Re-Certified in 1977.  Since 1963, Dr. Jacobs has worked in 
private practice in Internal Medicine in an office in Las Vegas, Nevada. 
Dr. Jacobs has served as a member of the Nevada State Board of Medical 
Examiners, serving for fifteen years as president from 1980 to 1995. 
Dr. Jacobs is currently a Clinical Professor of Medicine, University of 
Nevada School of Medicine and Member, Advisory Board to the Dean of the 
School of Medical Sciences, University of Nevada/Reno.  Dr. Jacobs is a 
member of the Board of Directors of Nevada Dance Theater, Las Vegas 
Symphonic and Chamber Music Society and the Nevada Opera Theater.  Dr. 
Jacobs has received numerous awards for outstanding achievement and 
contributions to his profession and community.  Dr. Jacobs was a member 
of the Board of Directors of Power Media Communications International, 
Inc. 
 
Cynthia Jones  served as the corporate controller for the Company from 
1982 to 1995.  She currently serves as corporate controller for Creative 
Business Services, Inc. 
 
No family relationship exists between or among any of the persons named 
above.  None of the Company's Directors are directors of any other 
company that has a class of equity securities registered under, or 
required to file reports pursuant to, Section 15(d) of the Securities 
Act of 1933 or Section 12 of the Securities Exchange Act of 1934, or any 
company registered as an investment company under the Investment Company 
Act of 1940.  There are no arrangements or understandings between any of 
the named directors or officers and any other persons pursuant to which 
any director or officer was selected or nominated as a director or 
officer. 
 
Item 10. Executive Compensation 
 
Only one executive officer received cash compensation in excess of 
$100,000 during the fiscal year ended December 31, 1996 and 1995. 
Compensation does not include minor business-related and other expenses 
paid by the Company for its officers during fiscal year 1996 and 1995, 
nor the personal usage of a Company automobile.  Such amounts in the 
aggregate do not exceed $10,000.  The Company's Chief Executive Officer, 
A.B. Goldberg received compensation of $96,000, $53,800 and $16,100 for 
1996, 1995 and 1994, respectively. 
 
From time to time, the Company has granted shares of its common stock as 
additional compensation to its offices and key employees for their 
services, as determined by the Company's Board of Directors.  During 
1996 and 1995, no shares were granted to officers or key employees. 
 
As of December 31, 1996, the Company had no group life, health, 
hospitalization, medical reimbursement or relocation plans in effect 
which discriminates, in scope, terms, or operation, in favor of officers 
or directors of the Company and that are not generally available to all 
salaried employees.  Further, the Company has no pension plans or plans 
or agreements which provide compensation on the event of termination of 
employment or change in control of the Company. 
 
 
The Company does not pay members of its board of Directors any fees for 
attendance or similar remuneration, but reimburses them for any out-of 
pocket expenses incurred by them in connection with Company business. 
 
Item 11. Security Ownership of Certain Beneficial Owners and Management 
 
The following table sets forth certain information regarding ownership 
of the Common Stock of the Company as of February 28, 1997 by (I) each 
person known by the Company to be the beneficial owner of more than 5 
percent of the outstanding common stock of the Company; (ii) each 
director of the Company; and (iii) all executive officers and directors 
of the Company as a group. 
 

</TABLE>
<TABLE> 
Names and Addresses               Beneficial            Percent 
  of Beneficial Owner             Ownership             of Class 
<S>                                   <C> 
<C> 
Balzac, Inc.                       1,100,000             19%
1380 Lawrence Street, Suite 1400
Denver, CO  80204

A. B. Goldberg(1)                     29,213            .5% 
1380 Lawrence Street, Suite 1400 
Denver, CO  80204 
 
Cindy Jones                           2,500             .1% 
1380 Lawrence Street, Suite 1400 
Denver, CO  80204 
 
Nick Catalano                         5,000             .1% 
189-32 44th Avenue 
Flushing, NY  11358 
 
Dr. Theodore Jacobs 
1380 Lawrence Street, Suite 1400     69,739            1.2%
Denver, CO  80204 
 
Burt Katz 
1380 Lawrence Street, Suite 1400(2) 195,089            3.4% 
Denver, CO  80204 
 
Officers and Directors              301,541            5.2% 
as a Group (6 persons) 
</TABLE> 
(1) Include shares owned by Nannette Goldberg, wife of A.B. Goldberg 
Director of Company and shares owned by his mother and two children. 
There are no stock options issued or outstanding to  A. B. Goldberg. 

(2) Includes shares owned by the wife and children of Burt Katz. 
Item 12. Certain Relationships and Related Transactions 
Commencing April 1995, the Company contracted out some administrative, 
management and accounting functions of the Company to a company owned by 
the former president and director of the Company.  Monthly fees for such 
services were $15,000 for the period April 1 to July 31, 1995 and 
$20,000 thereafter.  In addition, a one time start-up fee of $25,000 was 
also paid.  Total fees for 1996 and 1995 were $240,000 and $201,000 
respectively. 

PART IV 
 
 
Item 13. Exhibits and Reports on Form 8-K 
 
(a) Exhibits.  The following exhibits are filed herewith pursuant to 
Rule 601 of Regulation S-K or are incorporated by reference to previous 
filings. 
 
Exhibit 
Table No.                                                       Document     
Reference 
 
(2)  Plan of acquisition, reorganization, arrangement, liquidation, None 
     or succession 
 
(3)  Articles of Incorporation and Bylaws                           (A) 
                                     
(4)  Instruments defining the rights of security holders, including (B) 
     indentures 
 
(9)  Voting trust agreement                                        None 
(10)  Material contracts                                            (C) 
(13)  Annual or quarterly reports, Form 10-QSB                     None 
(16)  Letter on change in certifying accountant                     (F) 
(18)  Letter on change in accounting principles                    None 
(21)  Subsidiaries of the registrant                                (D) 
(22)  Published report regarding matters submitted to a vote of    None 
      security holders 
 
(23)  Consent of experts and counsel                               (E) 
 
(24)  Power of attorney                                           None 
(27)  Financial Data Schedule                                      (6) 
(28)  Information from reports furnished to state insurance       None 
      regulatory authorities 
 
(99)  Additional exhibits                                         None 
 
(A)   A complete copy of the Company's Articles of Incorporation as 
currently in effect and all amendments thereto was filed as Exhibit 89.3.1 to 
the Registrant' Form 10-K for the fiscal year ended December 31, 1989, and a 
complete copy of the Company's Bylaws as currently in effect was filed as 
Exhibit 86-3(c) to the Company's Registration Statement on Form S-18 
(Registration No. 33-9163-D) and are incorporated herein by reference thereto. 

(B)     The Company hereby agrees to furnish a copy of the form of its 
convertible subordinated debentures to the Commission upon request. 
 
(C)     The following material contracts are filed herewith or 
incorporated herein by reference thereto: 
Document Title                    Reference     Commission Filing 
 Stock Option Agreement           86-10(a)      Registration  Statement 
  on Robert Beattie                             on Form S-18 
                                               (33-9163-D) 
Host Agreement - 
Annette Funnicello                86-10(b)     Registration 
                                               Statement 
                                               on Form S-18 
                                               (33-9163- D) 
 
Host Agreement - 
Jill St. John                     86-10(c)     Registration 
                                               Statement 
                                               on Form S-18 
                                              (33-9163- D) 
 
Host Agreement - 
James Farentino                   86-10(d)    Registration 
                                              Statement    
                                              on Form S-18 
                                              (33-9163- D) 
 
Host Agreement - 
Tony Randall                      86-10(e)    Registration 
                                              Statement 
                                              on Form S-18 
                                              (33-9163- D) 
 
Video Distribution Agreement -    86-10(f)     Registration 
 Lightning Video (Vestron)                     Statement 
                                               on Form S-18 
                                               (33-9163- D) 
 
 Trademark License Agreement -   86-10(g)      Registration Statement 
  Rand McNally & Company                       on Form S-18
                                               (33-9163-D) 
 
Stock Option Agreement -         86-10(h)     Registration Statement 
  Peter TenEyck                               on Form S-18 (33-9163- D) 
 
 November 4, 1987 amendment to   87-10(a)     Registration Statement 
  Vestron Distribution Agreements             on Form S-18 (33-9163- D) 
 
 January 29, 1988 amendment to   87-10(b)     Registration Statement 
  Trademark License Agreement                 on Form S-18 (33-9163- D) 
 
Selluloid Agreement dated 
March 4, 1988                    87-10(d)     Registration Statement 
                                              on Form S-18 (33-9163- D) 
 
Children as Teachers of Peach    87-10(e)     Registration Statement 
  Agreement dated June 6, 1988                on Form S-18 (33-9163-D) 
   
Eastman's Outdoor World and 
Western                          87-10(f)    Registration Statement 
  American Films, Inc. dated March 17, 1988  on Form S-18 (33-9163- D) 
 
Sturgis Exclusive Licensing
 and Use                         87-10(g)    Registration Statement 
  Agreement dated July 1987                  on Form S-18 (33-9163- D) 
 
 Best Film and Video Corporation 87-10(h)    Registration Statement 
  Distribution Agreement dated December      on Form S-18 (33-9163-D) 
    7, 1987 
 
  Gillette, Wyoming Office 
Lease Agreement                  87-10(I)   Registration Statement 
                                            on Form S-18 (33-9163- D) 
 
Document Title                       Reference      Commission 
Filing 
 
KGWY-FM Tower Lease                  87-10(j)  Registration Statement 
                                               on Form S-18 (33-9163- D) 
 
 December 15, 1988 Atlantis Video    89-10(a)  Form 10-K for the year 
 License Agreement                             ended December 31, 1988

Iowa Radio Stations Asset Purchase   89-10(b)  Form 10-K for the year 
 Agreement dated April 18, 1989                ended December 31, 1988 
 
January 31, 1989 License Agreement with 89-10(c)Form 10-K for the year 
 Adler Video Marketing, Ltd.                    ended December 31, 1988 
 
  Stock Option Agreement - Ray Ricci  89.10.1   Form 10-K for the year 
                                                ended December 31, 1989 
 
Stock Option Agreement - Ray Ricci   89.10.2    Form 10-K for the year 
                                                ended December 31, 1989 
 
Stock Option Agreement - Keller, Wing, 89.10.3  Form 10-K for the year 
 Godbolt and Polakovic                          ended December 31, 1989 
 
Stock Option Agreement - Dennis Dowd 89.10.4 Form 10-K for the year 
                                             ended December 31, 1989 
                                                   
Rand McNally Video Trip Guide to Ohio   89.10.5  Form 10-K for the year 
 Agreement, dated January 11, 1990               ended December 31, 1989 
  
Wyoming Radio Station Letter of Intent 89.10.6  Form 10-K for the year 
 dated March 28, 1990                           ended December 31, 1989 
 
Settlement Agreement with Miller &  89.10.7     Form 10-K for the year 
 Weiss, P.C., dated March 30, 1990              ended December 31, 1989 
 
Distributor Agreement with Adler Video  89.10.8 Form 10-K for the year 
  Marketing, Ltd.                               ended December 31, 1989 
   
Post-Production Services Agreement    93-10.1   Form 10-K for the
                                                ended December 31, 1993 
 
Settlement Agreement with DCC and     93.10.2   Form 10-K for the year 
 Marshall Blonstein                             ended December 31, 1993 
 
Agreement with Rand McNally and Company 93.10.3 Form 10-K for the year 
                                                ended December 31, 1993 
                                                    
Promissory note with Keller,
 Wing & Godbolt                         93.10.4 Form 10-K for the year 
                                                ended December 31, 1993 
                                                     
Distribution/licensing agreement with   93.10.5 Form 10-K for the year 
 Woodknapp and Company                          ended December 31, 1993 
 
Amendment to Articles of Incorporation  93.10.6 Form 10-K for the year 
  Name change                                   ended December 31, 1993 
 
Amendment to Articles of Incorporation  93.10.7 Form 10-K for the year 
  increase authorized shares                    ended December 31, 1993 
 
 Stock Option Agreement   Robert Young  93.10.8 Form 10-K for the year 
                                                ended December 31, 1993 

Letter of Intent   Polton Corporation   93.10.9 Form 10-K for the year 
                                                ended December 31, 1993 
                                                     
Promissory note sample bridge lenders   93.10.10  Form 10-K for the year 
                                                 ended December 31, 1993 
                                                 
Subscription Agreement                  93.10.11   Form 10-K for the 
                                                   year ended December 
                                                   31, 1993 
 
(D) Not required since the information is ascertainable from the 
Company's financial statements filed herewith. 

(E) A list of all subsidiaries of the Company was filed as Exhibit 89-
22(a) to the Company's Form 10-K for the year ended December 31, 1988 and is 
incorporated herein by reference thereto. 
 
  (b) Reports on Form 8-K 
      None 
                                    SIGNATURES 
Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Company has duly caused this Report to be 
signed on its behalf by the undersigned, thereunto duly authorized. 
 
 
                                   FIRST ENTERTAINMENT, INC. 
 
 
Dated: August 22, 1997               By        ________________ 
                                   A. B. Goldberg, 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 
Company and in the capacities and on the dates indicated. 
 
 
Dated: August 22, 1997          ______________ 
                                A. B. Goldberg 
                               President and Principal Executive Officer 
 
 
Dated:  August 22, 1997          ________________
                                 Cynthia M. Jones 
                          Secretary and Treasurer 
                            Principal Accounting Officer          
                                      
Dated:  August 22, 1997    _____________________
                           Dr. Nicholas Catalano 
                                 Director 
 

Dated:  August 22, 1997     ___________________
                            Dr. Theodore Jacobs 
                                 Director