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) December 15, 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. Not Applicable Item 3. BANKRUPTCY OR RECEIVERSHIP. Not Applicable Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not Applicable Item 5. OTHER EVENTS Not Applicable 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. The Registrant has sold a total of 53,333 common shares at prices between $1.00US and $1.50 per share, in cash, to one individual, one trust, and one corporation, at the end of 1996, all residents of Canada, and a total of 370,945 common shares at prices $0.80US and $0.85US per share, at the end of 1996, for past services to six individuals, all of whom are officers and directors of the Registrant and residents of Canada, pursuant to Regulation S. 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: December 15, 1996