Sack Theatres S-4 Registration of securities issued in business combination transactions

Exhibit 25.1

CONFORMED COPY

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST

INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)

HSBC Bank USA, National Association

(Exact name of trustee as specified in its charter)

N/A	20-1177241
(Jurisdiction of incorporation	(I.R.S. Employer
or organization if not a U.S. national bank)	Identification No.)
90 Christiana Road
New Castle, Delaware	19702
(Address of principal executive offices)	(Zip Code)

John J. Mazzarella, FVP

HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York 10018-2706

Tel: (212) 525-1801

(Name, address and telephone number of agent for service)

AMC Entertainment Inc

(Exact name of obligor as specified in its charter)

Delaware	43-1304369
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

920 Main Street
Kansas City, Missouri
(816) 221 4000	64105
(Address of principal executive offices)	(Zip Code)

	Craig R. Ramsey
Executive Vice President and Chief Financial Officer
	AMC Entertainment Inc
	920 Main Street
	Kansas City, Missouri
	(816) 221 4000

11% Senior Subordinated  Notes due 2016

(Title of Indenture Securities)

General

Item 1. General Information.

Furnish the following information as to the trustee:

(a)  Name and address of each examining or supervisory authority to which it is subject.

Comptroller of the Currency, New York, NY.

Federal Deposit Insurance Corporation, Washington, D.C.

Board of Governors of the Federal Reserve System,

Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None

Item 3-15.              Not Applicable

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Item 16. List of Exhibits

Exhibit

T1A(i)	(1)	Copy of the Articles of Association of HSBC Bank USA, National Association.
T1A(ii)	(1)	Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business.
T1A(iii)	(2)	Certificate of Fiduciary Powers dated August 18, 2004 for HSBC Bank USA, National Association
T1A(iv)	(1)	Copy of the existing By-Laws of HSBC Bank USA, National Association.
T1A(v)		Not applicable.
T1A(vi)	(2)	Consent of HSBC Bank USA, National Association required by Section 321(b) of the Trust Indenture Act of 1939.
T1A(vii)		Copy of the latest report of condition of the trustee (September 30, 2005), published pursuant to law or the requirement of its supervisory or examining authority.
T1A(viii)		Not applicable.
T1A(ix)		Not applicable.

(1)Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-118523 and incorporated herein by reference thereto.

(2)Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-125197 and incorporated herein by reference thereto.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, National Association a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 24th day of April, 2006.

HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Herawattee Alli
	Herawattee Alli
	Assistant Vice President

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Exhibit T1A (vii)

	Board of Governors of the Federal Reserve System
	OMB Number: 7100-0036
	Federal Deposit Insurance Corporation
	OMB Number: 3064-0052
	Office of the Comptroller of the Currency
	OMB Number: 1557-0081
Federal Financial Institutions Examination Council	Expires March 31, 2007
	Please refer to page i,
	Table of Contents, for	1
	the required disclosure
	of estimated burden.

Consolidated Reports of Condition and Income for

A Bank With Domestic and Foreign Offices—FFIEC 031

Report at the close of business September 30, 2005	(20040630)
	(RCRI 9999)

This report is required by law; 12 U.S.C. §324 (State member banks); 12 U.S.C. § 1817 (State nonmember banks); and 12 U.S.C. §161 (National banks).        

This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.

NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National Banks.

I,  Joseph R. Simpson, Controller

Name and Title of Officer Authorized to Sign Report

Of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and believe.

/s/ Joseph R. Simpson

Signature of Officer Authorized to Sign Report

11/8/05

Date of Signature

The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions.

We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 /s/ Sal H. Alfieri

Director (Trustee)

 /s/ Bernard J. Kennedy

Director (Trustee)

 /s/ Martin Glynn

Director (Trustee)

Submission of Reports

Each Bank must prepare its Reports of Condition and Income either:

(a)in electronic form and then file the computer data file directly with the banking agencies’ collection agent, Electronic Data System Corporation (EDS), by modem or  computer diskette; or

b)    in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank’s computer data file to EDS.

For electronic filing assistance, contact EDS Call report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.

To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page to the hard-copy f the completed report that the bank places in its files.

FDIC Certificate Number	5	7	8	9	0
	(RCRI 9030)

http://WWW.BANKING.US.HSBC.COM
	Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087)
	(Example: www.examplebank.com)

HSBC Bank USA, NATIONAL ASSOCIATION
Legal Title of Bank (TEXT 9010)
Wilmington
City (TEXT 9130)
DE	19801
State Abbrev. (TEXT 9200)	ZIP Code (TEXT 9220)

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Board of Governors of the Federal  Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency

REPORT OF CONDITION
Consolidated domestic subsidiaries
HSBC Bank USA, National Association	of Buffalo
Name of Bank	City
in the state of New York, at the close of business September 30, 2005

ASSETS
			Thousands of dollars
Cash and balances due from depository institutions:
a. Non-interest-bearing balances currency and coin			$		4,512,709
b. Interest-bearing balances			2,050,885
Held-to-maturity securities			3,129,544
Available-for-sale securities			15,701,583
Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold in domestic offices			750,000
b. Securities purchased under agreements to resell			3,560,802
Loans and lease financing receivables:
Loans and leases held for sale			3,541,603
Loans and leases net of unearned income	$	85,548,630
LESS: Allowance for loan and lease losses	850,621
Loans and lease, net of unearned income, allowance, and reserve			$	84,698,009
Trading assets			19,363,420
Premises and fixed assets			528,437
Other real estate owned			28,771
Investments in unconsolidated subsidiaries			319,363
Customers’ liability to this bank on acceptances outstanding			65,719
Intangible assets: Goodwill			2,089,872
Intangible assets: Other intangible assets			392,736
Other assets			5,215,654
Total assets			141,949,107
LIABILITIES
Deposits:
In domestic offices			64,642,409
Non-interest-bearing	8,486,997
Interest-bearing	56,155,412
In foreign offices			25,620,489
Non-interest-bearing	340,497
Interest-bearing	24,919,992
Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices			80,151
b. Securities sold under agreements to repurchase			1,231,481
Trading Liabilities			11,317,819
Other borrowed money			22,683,571
Bank’s liability on acceptances			65,719
Subordinated notes and debentures			4,268,046
Other liabilities			4,023,708
Total liabilities			133,573,393
Minority Interests in consolidated Subsidiaries			433
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common Stock			2,000
Surplus			9,716,850
Retained earnings			2,643,368
Accumulated other comprehensive income			13,063
Other equity capital components			0
Total equity capital			12,375,281
Total liabilities, minority interests and equity capital			145,949,107

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