FORM 8-K

                                 AMENDMENT NO. 1


                       Securities and Exchange Commission

                             Washington, D.C. 20549



                                 CURRENT REPORT

                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934



            Date of Report (Date of earliest event reported) 12/9/96


                          AFFINITY ENTERTAINMENT, INC.
                          ----------------------------
                     Formerly Affinity Teleproductions, Inc.
             (Exact Name of Registrant as specified in its Charter)




     Delaware                      0-12193                22-2473403
--------------------------------------------------------------------------------
(State or other                (Commission File          (IRS Employer
Jurisdiction of                    Number)                Identification
Incorporation)                                            Number)



15310 Amberly Drive, Suite 370, Tampa, FL  33647
------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)



Registrant's Telephone Number, including area code: 813-975-8180


<PAGE>




ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS

Acquisition of Tradewinds Television, Inc.

         On September 13, 1996, the Registrant and Tradewinds Television, LLC, a
California  limited  liability company  ("Tradewinds"),  entered into an Interim
Financing and Security  Agreement (the "Security  Agreement")  pursuant to which
Tradewinds  granted the Registrant,  as security for the repayment by Tradewinds
of  certain  loans  to be  made by the  Registrant,  a  first  priority  lien on
substantially  all of  Tradewinds'  assets (the  "Assets").  The Assets  include
accounts  receivable,  the name and mark "Tradewinds  Television," the rights to
the syndicated  television  series "Bounty Hunters" and  distribution  rights to
certain other television  products.  Between September 13, 1996 and November 19,
1996, the Registrant  loaned  Tradewinds an aggregate of approximately  $823,000
(the "Loans") pursuant to the Security Agreement.

         Concurrently  with  the  execution  of  the  Security  Agreement,   the
Registrant  and  Tradewinds  engaged  in  negotiations  pursuant  to  which  the
Registrant would purchase  substantially all of the Assets.  The parties entered
into an Asset  Purchase  Agreement  dated as of October 3, 1996, as amended,  to
provide for such  acquisition.  The sale of the assets was  contingent  upon the
resolution to the  satisfaction of the Registrant of various  bankruptcy  issues
concerning  other  companies  affiliated  with Royeric  Pack,  the sole owner of
Tradewinds.

         On November 14, 1996, the  Registrant  filed a complaint in Los Angeles
Superior Court  asserting that  Tradewinds had defaulted under the Loans and the
Security Agreement,  and seeking judicial foreclosure of the Assets, among other
claims. On December 6, 1996, Tradewinds, in lieu of foreclosure on the Assets by
the  Registrant,  agreed to transfer  and assign to the  Registrant  the Assets,
subject  to certain  payables  associated  therewith,  in  consideration  of the
Registrant forgiving the indebtedness evidenced by the Loans. Such indebtedness,
including  accrued  interest and related costs and expenses,  was  approximately
$1,000,000.  Also on December 6, 1996, the Registrant  entered into an Executive
Producer Agreement with Mr.

                                      - 2 -


<PAGE>
Pack,  with  respect to Mr.  Pack  providing  executive  producing  services  in
connection with the Bounty Hunters series. Pursuant to such agreement,  Mr. Pack
received a $75,000 payment on December 6, 1996 for the first production  season,
and is entitled in the second  production season to a fee of $3,000 per episode,
payable upon airing of each such episode.

         On December 17, 1996, the Registrant  agreed with the Trustee of Action
Media Group,  Inc., a company  affiliated with Mr. Pack and which is the subject
of a bankruptcy court proceeding ("AMG"), to pay $275,000 to the Trustee of AMG,
and to secure in  exchange a release of certain  claims by the  Trustee  and AMG
against  Tradewinds  and the  Registrant  with  regard to  indebtedness  owed by
Tradewinds to AMG and the  assignment of Assets by Tradewinds to the  Registrant
in lieu of  foreclosure,  as described  above.  On December 18, 1996,  the Court
having  jurisdiction  over the AMG bankruptcy  proceeding  approved the $275,000
payment and release among AMG, Tradewinds and the Registrant.

         An order to this effect (the  "Settlement  Order") was entered  into on
January 14, 1997. The Trustee  subsequently  filed a motion seeking to amend the
Settlement Order to carve out from the release certain  unspecified  liabilities
owed by Tradewinds to third parties including AMG. On March 7, 1997, this motion
was denied.  The  Registrant  expects  that the Trustee will execute the release
shortly.  The $275,000  payment will be made by the  Registrant  upon receipt of
such release.

         The loans made to Tradewinds by the  Registrant  and the $275,000 to be
paid  to  the  Trustee  of  AMG  are  from  internally  generated  funds  of the
Registrant.


ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

         a)       Financial Statements

                  (1)      Unaudited Pro Forma Combined Financial Statements
                           of Affinity Entertainment, Inc.



                                      - 3 -


<PAGE>

         b)       Exhibits

                  10.01           Interim Financing and Security Agreement,
                                  dated as of September 13, 1996(1);

                  10.02           Asset Purchase Agreement, dated as of October
                                  3, 1996(1);

                  10.03           Amendment No. 1 to the Asset Purchase
                                  Agreement, dated as of November 19, 1996(1);

                  10.04           $600,000 Secured Promissory Note(1);

                  10.05           Acknowledgment regarding $600,000 Note(1);

                  10.06           $122,997.18 Secured Promissory Note(1);

                  10.07           Acknowledgment regarding $122,997.18 Note(1);

                  10.08           $100,000 Secured Promissory Note(1);

                  10.09           Acknowledgment regarding $100,000 Note(1);

                  10.10           Assignment of Collateral in Lieu of
                                  Foreclosure, dated December 6, 1996(1).


(1)      Incorporated  by reference  to the Current  Report on Form 8-K as filed
         with the Commission on December 24, 1996.


                                      - 4 -


<PAGE>



                                   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.

Date:   March 13, 1997                              AFFINITY ENTERTAINMENT, INC.
      -----------------------


                                                    By:  /s/ William J. Bosso
                                                         -----------------------
                                                         William J. Bosso
                                                         President


                                      - 5 -


<PAGE>



                  AFFINITY ENTERTAINMENT, INC. and SUBSIDIARIES

                UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The  Company's  September  30,  1996  unaudited  pro  forma  combined  financial
statements  give  effect to the  Company's  acquisition  of  certain  assets and
related liabilities of Tradewinds  Television LLC, as set forth in Note I to the
financial  statements,  as if the acquisition and had occurred for balance sheet
purposes on September  30, 1996,  and for  statement of  operations  purposes on
October 1, 1996. The pro forma information is not necessarily  indicative of the
results that would have been reported had such events  actually  occurred on the
dates  specified,  nor is it indicative of the Company's  future results.  These
Unaudited Pro Forma Combined Financial  Statements should be read in conjunction
with the Company's Consolidated Audited Financial Statements dated September 30,
1996 and Notes thereto.


                                      - 6 -


<PAGE>



                  AFFINITY ENTERTAINMENT, INC. and SUBSIDIARIES

                   UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                               SEPTEMBER 30, 1996
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>


                                                     Historical           Historical     Pro Forma
                                                     Company              Tradewinds     Adjustments       Pro Forma
                                                     -------              ----------     -----------       ---------
ASSETS
<S>                                                    <C>                  <C>        <C>                   <C>    
Cash and cash equivalents............................  $  1,366             $  --      $        --           $ 1,366
Accounts receivable..................................       133               345               --               478
Programming costs....................................       990               430            1,021             2,441
Other current assets.................................       188                --               --               188
Property and equipment, net..........................       543                --               --               543
Loans receivable.....................................       539                --             (539)              --
Due from officers and employees......................        68                --               --                68
Investment in joint venture..........................       250                --               --               250
Other assets.........................................       315                --               --               315
                                                        -------             -----          --------          -------
Total assets.........................................   $ 4,392              $775         $    482            $5,649
                                                        =======              ====         =========           ======

LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities..................................  $    151            $2,319          $(1,062)           $1,408
Preferred stock......................................       487                --               --               487
Common stock.........................................        83                --               --                83
A.P.I.C..............................................    15,826                --               --            15,826
Deficit..............................................    (5,894)           (1,544)           1,544            (5,894)
Stock subscription receivable........................    (5,829)               --               --            (5,829)
Unearned compensation................................      (432)               --               --              (432)
                                                       --------        -----------     -----------         ---------
Total liabilities and stockholders equity............   $ 4,392           $   775         $    482           $ 5,649
                                                        =======           =======         ========           =======
</TABLE>

                                                    -  7  -


<PAGE>



                  AFFINITY ENTERTAINMENT, INC. and SUBSIDIARIES

                   UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED SEPTEMBER 30, 1996
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>

                                                       Historical        Historical      Pro Forma
                                                       Company           Tradewinds     Adjustments        Pro Forma
                                                       -------           ----------     -----------        ---------


<S>                                                     <C>             <C>             <C>               <C>     
Revenue..............................................   $ 2,078           $   138              --          $   2,216
Cost of revenue......................................     1,046               406              --              1,452
General and administrative...........................     5,437             1,812              --              7,249
Forgiveness of debt..................................        --              (484)             --          $   (484 )
                                                     -----------         --------         ---------        --------
Loss from operations before other income.............    (4,405)           (1,596)             --             (6,001)
Other income.........................................       237                --              --                237
                                                       --------       -----------         ---------         --------
Net loss.............................................   $(4,168)          $(1,596)             --            $(5,764)
                                                        =======           =======         =========          =======

Net loss per common share............................   $ ( .56)                                           $   ( .77)
                                                        =======                                              =======
Average shares outstanding...........................     7,420                                                7,420
                                                          =====                                                =====
</TABLE>

                                                    -  8  -


<PAGE>


                  AFFINITY ENTERTAINMENT, INC. AND SUBSIDIARIES

                     NOTES TO UNAUDITED PRO FORMA STATEMENTS
                            AS OF SEPTEMBER 30, 1996


(1)      On December 6, 1996,  the Company  acquired  certain assets and related
         liabilities  as an Assignment of Collateral in lieu of foreclosure on a
         note between the Company and Tradewinds Television, LLC ("Tradewinds").
         The  Company  had  previously   advanced   approximately   $823,000  to
         Tradewinds  to purchase  certain  assets of  Tradewinds.  The pro forma
         adjustments  reflect the effects of the assets acquired and liabilities
         assumed  which have been  accounted  for using the  purchase  method in
         accordance with APB Opinion No. 16.

(2)      The  adjusted  net loss per  common  share is based  upon the  weighted
         average number of shares of the Company outstanding.

(3)      The fair value of the consideration  given by the Company to Tradewinds
         Television, LLC equaled $823,000. The excess of the consideration given
         over the net book value of the assets, net of the liabilities acquired,
         of Tradewinds  were  allocated to the  programming  capitalized  costs,
         thereby increasing the programing costs by $1,021,000.






















                                      - 9 -
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FORM 8-K

                                 AMENDMENT NO. 1

                       Securities and Exchange Commission

                             Washington, D.C. 20549

                                 CURRENT REPORT

                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

            Date of Report (Date of earliest event reported) 12/9/96

                          AFFINITY ENTERTAINMENT, INC.
                          ----------------------------
                     Formerly Affinity Teleproductions, Inc.
             (Exact Name of Registrant as specified in its Charter)

     Delaware                      0-12193                22-2473403
--------------------------------------------------------------------------------
(State or other                (Commission File          (IRS Employer
Jurisdiction of                    Number)                Identification
Incorporation)                                            Number)

15310 Amberly Drive, Suite 370, Tampa, FL  33647
------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including area code: 813-975-8180
ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS

Acquisition of Tradewinds Television, Inc.

         On September 13, 1996, the Registrant and Tradewinds Television, LLC, a
California  limited  liability company  ("Tradewinds"),  entered into an Interim
Financing and Security  Agreement (the "Security  Agreement")  pursuant to which
Tradewinds  granted the Registrant,  as security for the repayment by Tradewinds
of  certain  loans  to be  made by the  Registrant,  a  first  priority  lien on
substantially  all of  Tradewinds'  assets (the  "Assets").  The Assets  include
accounts  receivable,  the name and mark "Tradewinds  Television," the rights to
the syndicated  television  series "Bounty Hunters" and  distribution  rights to
certain other television  products.  Between September 13, 1996 and November 19,
1996, the Registrant  loaned  Tradewinds an aggregate of approximately  $823,000
(the "Loans") pursuant to the Security Agreement.

         Concurrently  with  the  execution  of  the  Security  Agreement,   the
Registrant  and  Tradewinds  engaged  in  negotiations  pursuant  to  which  the
Registrant would purchase  substantially all of the Assets.  The parties entered
into an Asset  Purchase  Agreement  dated as of October 3, 1996, as amended,  to
provide for such  acquisition.  The sale of the assets was  contingent  upon the
resolution to the  satisfaction of the Registrant of various  bankruptcy  issues
concerning  other  companies  affiliated  with Royeric  Pack,  the sole owner of
Tradewinds.

         On November 14, 1996, the  Registrant  filed a complaint in Los Angeles
Superior Court  asserting that  Tradewinds had defaulted under the Loans and the
Security Agreement,  and seeking judicial foreclosure of the Assets, among other
claims. On December 6, 1996, Tradewinds, in lieu of foreclosure on the Assets by
the  Registrant,  agreed to transfer  and assign to the  Registrant  the Assets,
subject  to certain  payables  associated  therewith,  in  consideration  of the
Registrant forgiving the indebtedness evidenced by the Loans. Such indebtedness,
including  accrued  interest and related costs and expenses,  was  approximately
$1,000,000.  Also on December 6, 1996, the Registrant  entered into an Executive
Producer Agreement with Mr.

                                      - 2 -
Pack,  with  respect to Mr.  Pack  providing  executive  producing  services  in
connection with the Bounty Hunters series. Pursuant to such agreement,  Mr. Pack
received a $75,000 payment on December 6, 1996 for the first production  season,
and is entitled in the second  production season to a fee of $3,000 per episode,
payable upon airing of each such episode.

         On December 17, 1996, the Registrant  agreed with the Trustee of Action
Media Group,  Inc., a company  affiliated with Mr. Pack and which is the subject
of a bankruptcy court proceeding ("AMG"), to pay $275,000 to the Trustee of AMG,
and to secure in  exchange a release of certain  claims by the  Trustee  and AMG
against  Tradewinds  and the  Registrant  with  regard to  indebtedness  owed by
Tradewinds to AMG and the  assignment of Assets by Tradewinds to the  Registrant
in lieu of  foreclosure,  as described  above.  On December 18, 1996,  the Court
having  jurisdiction  over the AMG bankruptcy  proceeding  approved the $275,000
payment and release among AMG, Tradewinds and the Registrant.

         An order to this effect (the  "Settlement  Order") was entered  into on
January 14, 1997. The Trustee  subsequently  filed a motion seeking to amend the
Settlement Order to carve out from the release certain  unspecified  liabilities
owed by Tradewinds to third parties including AMG. On March 7, 1997, this motion
was denied.  The  Registrant  expects  that the Trustee will execute the release
shortly.  The $275,000  payment will be made by the  Registrant  upon receipt of
such release.

         The loans made to Tradewinds by the  Registrant  and the $275,000 to be
paid  to  the  Trustee  of  AMG  are  from  internally  generated  funds  of the
Registrant.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

         a)       Financial Statements

                  (1)      Unaudited Pro Forma Combined Financial Statements
                           of Affinity Entertainment, Inc.

                                      - 3 -
b)       Exhibits

                  10.01           Interim Financing and Security Agreement,
                                  dated as of September 13, 1996(1);

                  10.02           Asset Purchase Agreement, dated as of October
                                  3, 1996(1);

                  10.03           Amendment No. 1 to the Asset Purchase
                                  Agreement, dated as of November 19, 1996(1);

                  10.04           $600,000 Secured Promissory Note(1);

                  10.05           Acknowledgment regarding $600,000 Note(1);

                  10.06           $122,997.18 Secured Promissory Note(1);

                  10.07           Acknowledgment regarding $122,997.18 Note(1);

                  10.08           $100,000 Secured Promissory Note(1);

                  10.09           Acknowledgment regarding $100,000 Note(1);

                  10.10           Assignment of Collateral in Lieu of
                                  Foreclosure, dated December 6, 1996(1).

(1)      Incorporated  by reference  to the Current  Report on Form 8-K as filed
         with the Commission on December 24, 1996.

                                      - 4 -
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.

Date:   March 13, 1997                              AFFINITY ENTERTAINMENT, INC.
      -----------------------

                                                    By:  /s/ William J. Bosso
                                                         -----------------------
                                                         William J. Bosso
                                                         President

                                      - 5 -
AFFINITY ENTERTAINMENT, INC. and SUBSIDIARIES

                UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The  Company's  September  30,  1996  unaudited  pro  forma  combined  financial
statements  give  effect to the  Company's  acquisition  of  certain  assets and
related liabilities of Tradewinds  Television LLC, as set forth in Note I to the
financial  statements,  as if the acquisition and had occurred for balance sheet
purposes on September  30, 1996,  and for  statement of  operations  purposes on
October 1, 1996. The pro forma information is not necessarily  indicative of the
results that would have been reported had such events  actually  occurred on the
dates  specified,  nor is it indicative of the Company's  future results.  These
Unaudited Pro Forma Combined Financial  Statements should be read in conjunction
with the Company's Consolidated Audited Financial Statements dated September 30,
1996 and Notes thereto.

                                      - 6 -
AFFINITY ENTERTAINMENT, INC. and SUBSIDIARIES

                   UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                               SEPTEMBER 30, 1996
                                 (IN THOUSANDS)
Historical           Historical     Pro Forma
                                                     Company              Tradewinds     Adjustments       Pro Forma
                                                     -------              ----------     -----------       ---------
ASSETS
Cash and cash equivalents............................  $  1,366             $  --      $        --           $ 1,366
Accounts receivable..................................       133               345               --               478
Programming costs....................................       990               430            1,021             2,441
Other current assets.................................       188                --               --               188
Property and equipment, net..........................       543                --               --               543
Loans receivable.....................................       539                --             (539)              --
Due from officers and employees......................        68                --               --                68
Investment in joint venture..........................       250                --               --               250
Other assets.........................................       315                --               --               315
                                                        -------             -----          --------          -------
Total assets.........................................   $ 4,392              $775         $    482            $5,649
                                                        =======              ====         =========           ======

LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities..................................  $    151            $2,319          $(1,062)           $1,408
Preferred stock......................................       487                --               --               487
Common stock.........................................        83                --               --                83
A.P.I.C..............................................    15,826                --               --            15,826
Deficit..............................................    (5,894)           (1,544)           1,544            (5,894)
Stock subscription receivable........................    (5,829)               --               --            (5,829)
Unearned compensation................................      (432)               --               --              (432)
                                                       --------        -----------     -----------         ---------
Total liabilities and stockholders equity............   $ 4,392           $   775         $    482           $ 5,649
                                                        =======           =======         ========           =======
-  7  -
AFFINITY ENTERTAINMENT, INC. and SUBSIDIARIES

                   UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED SEPTEMBER 30, 1996
                        (IN THOUSANDS, EXCEPT SHARE DATA)
Historical        Historical      Pro Forma
                                                       Company           Tradewinds     Adjustments        Pro Forma
                                                       -------           ----------     -----------        ---------
Revenue..............................................   $ 2,078           $   138              --          $   2,216
Cost of revenue......................................     1,046               406              --              1,452
General and administrative...........................     5,437             1,812              --              7,249
Forgiveness of debt..................................        --              (484)             --          $   (484 )
                                                     -----------         --------         ---------        --------
Loss from operations before other income.............    (4,405)           (1,596)             --             (6,001)
Other income.........................................       237                --              --                237
                                                       --------       -----------         ---------         --------
Net loss.............................................   $(4,168)          $(1,596)             --            $(5,764)
                                                        =======           =======         =========          =======

Net loss per common share............................   $ ( .56)                                           $   ( .77)
                                                        =======                                              =======
Average shares outstanding...........................     7,420                                                7,420
                                                          =====                                                =====
-  8  -
AFFINITY ENTERTAINMENT, INC. AND SUBSIDIARIES

                     NOTES TO UNAUDITED PRO FORMA STATEMENTS
                            AS OF SEPTEMBER 30, 1996

(1)      On December 6, 1996,  the Company  acquired  certain assets and related
         liabilities  as an Assignment of Collateral in lieu of foreclosure on a
         note between the Company and Tradewinds Television, LLC ("Tradewinds").
         The  Company  had  previously   advanced   approximately   $823,000  to
         Tradewinds  to purchase  certain  assets of  Tradewinds.  The pro forma
         adjustments  reflect the effects of the assets acquired and liabilities
         assumed  which have been  accounted  for using the  purchase  method in
         accordance with APB Opinion No. 16.

(2)      The  adjusted  net loss per  common  share is based  upon the  weighted
         average number of shares of the Company outstanding.

(3)      The fair value of the consideration  given by the Company to Tradewinds
         Television, LLC equaled $823,000. The excess of the consideration given
         over the net book value of the assets, net of the liabilities acquired,
         of Tradewinds  were  allocated to the  programming  capitalized  costs,
         thereby increasing the programing costs by $1,021,000.

                                      - 9 -