FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported) NOVEMBER 18, 1996
AMERICAN ENTERTAINMENT GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-22174 83-0277375
(State or Other (Commission IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation
or Organization)
160 BEDFORD ROAD, SUITE 306
TORONTO, ONTARIO, CANADA M5R 2K9
(Address of Principal Executive Offices, Zip Code)
(416) 920-1919
(Registrant's telephone number, including area code)
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 5 below
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable
Item 5. OTHER EVENTS
The Registrant has been negotiating with VIP Phone Club, Inc.(VIP), a
private corporation with whom the Registrant presently has ongoing
contractual relations, to effect an acquisition of VIP into the
Registrant under terms and conditions yet to be finalized. The
Registrant and VIP have entered into a NON-BINDING Memorandum of
Understanding which would foresee, in principal, the acquisition of
VIP by the Registrant in exchange for a substantial equity position
to the shareholders of VIP, assumption of control of the Registrant by
the owners of VIP, and, most importantly, the effectuation of not less
than $10,000,000US in third party financing of the acquisition as a
condition of closing. At the present time, the parties are in
discussion with various lending sources. However, no definitive
financing or agreements between the parties have been entered into at
this time or may ever be entered into.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Not Applicable
Item 8. CHANGE IN FISCAL YEAR.
Not Applicable
Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN ENTERTAINMENT GROUP, INC.
By: /s/ Joel Wagman
-----------------------------------
Joel Wagman
Chairman
Dated: November 18, 1996