8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K/A

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

October 12, 2007

Date of Report (Date of earliest event reported)

BALLANTYNE OF OMAHA, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13906	47-0587703
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File No.)	Identification Number)
4350 McKinley Street
Omaha, Nebraska		68112
(Address of principal executive offices)		(Zip Code)

(402) 453-4444

(Registrant’s telephone number including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K/A

This Form 8-K/A is filed as an amendment to the Current Report on Form 8-K/A filed by Ballantyne of Omaha, Inc. on December 28, 2007 under Items 2.01, 7.01 and 9.01. This amendment is being filed to include the consent of KPMG, LLP and additional interim financial information required under Item 9.01.

Items 2.01 and 7.01             Completion of Acquisition or Disposition of Assets; Regulation FD Disclosure

On October 12, 2007, the Company, through its wholly-owned subsidiary, Strong Digital Systems, Inc., purchased the assets of privately-held Marcel Desrochers, Inc. (MDI), a respected, Canadian based manufacturer of cinema projection screens, for $3.4 million U.S. Dollars in cash, subject to post-closing adjustments. A copy of the Asset Purchase Agreement is attached as Exhibit 2.1, a copy of the Company’s October 15, 2007 press release announcing the acquisition is furnished as Exhibit 99.1, the pro forma financial information reflecting the impact of the transaction is attached as Exhibit 99.2, the audited financial statements of Marcel Desrochers, Inc. and the report of its auditors for the year ended November 30, 2006 are attached as Exhibit 99.4 and certain unaudited financial information of Marcel Desrochers, Inc. is attached as Exhibit 99.5.

Item 9.01               Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The financial statements of Marcel Desrochers, Inc. and the report of KPMG, LLP, independent auditors as of and for the year ended November 30, 2006, relating to such financial statements, are included as Exhibit 99.4.

(b) Pro Forma Financial Information

The unaudited pro forma consolidated financial statements of Ballantyne of Omaha, Inc. and subsidiaries and related notes are included as Exhibit 99.2.

(d) Exhibits.

2.1 Asset Purchase Agreement between the Subsidiary and Marcel Desrochers, Inc. dated October 12, 2007 (incorporated by reference to the Form 8-K/A as filed on December 28, 2007).

23 Consent of Independent Auditors.

99.1 Press Release issued by the Company on October 15, 2007 announcing the purchase of the assets of Marcel Desrochers, Inc. (incorporated by reference to the form 8-K as filed on October 16, 2007) .

99.2 Ballantyne of Omaha, Inc. and Subsidiaries Unaudited Pro Forma Consolidated Financial Statements (incorporated by reference to the Form 8-K/A as filed on December 28, 2007).

99.4 Audited balance sheet of Marcel Desrochers, Inc. as of November 30, 2006 and the related consolidated statement of earnings, statement of retained earnings, and cash flows for the year ended November 30, 2006 (incorporated by reference to the Form 8-K/A as filed on December 28, 2007).

99.5 Unaudited balance sheet of Marcel Desrochers, Inc. as of June 30, 2007 and the related statements of operations and cash flows for the seven months ended June 30, 2007 and June 30, 2006.

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The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1 referenced in Item 9.01, is being “furnished” pursuant to Item 7.01 of Form 8-K/A and, as such, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, expect as shall be expressly set forth by specific reference in such filing.

SIGNATURE

                Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BALLANTYNE OF OMAHA, INC.
Date: January 18, 2008		By:	/s/ Kevin Herrmann
		Kevin Herrmann
		Secretary/Treasurer and
		Chief Financial Officer

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EX-23

Exhibit 23

Consent of Independent Auditors

The Board of Directors

Ballantyne of Omaha Inc.:

We consent to the incorporation by reference in the registration statement No. 333-139177 on Form S-8, No. 333-116739 on Form S-8 and No. 333-03849 on Form S-8 of Ballantyne of Omaha Inc of our report dated November 16, 2007, with respect to the balance sheets of Marcel Desrochers Inc as of November 30, 2006, and the related statements of earnings, retained earnings and cash flows for the year ended November 30, 2006, which report appears in the Form 8-K/A of Ballantyne of Omaha Inc dated December 28, 2007.

/s/ KPMP LLP

Montreal, Canada

January 18, 2008

EX-99.5

Exhibit 99.5

Interim Financial Statements of

MARCEL DESROCHERS INC.

Seven-month period ended June 30, 2007

MARCEL DESROCHERS INC.

Interim Financial Statements

Seven-month period ended June 30, 2007

Interim Financial Statements
Interim Balance Sheet	1
Interim Statement of Earnings	2
Interim Statement of Retained Earnings	3
Interim Statement of Cash Flows	4
Notes to Interim Financial Statements	5

MARCEL DESROCHERS INC.

Interim Balance Sheet

June 30, 2007, with comparative figures for November 30, 2006

	2007		2006
	(Unaudited)		(Audited)
Assets
Current assets:
Cash and cash equivalents	$	1,968,402	$	1,388,229
Accounts receivable	590,579		1,046,652
Due from a related company, non-interest bearing	73,048		—
Inventories	860,072		1,020,977
Future income taxes	19,467		19,467
Prepaid expenses	45,814		41,949
	3,557,382		3,517,274
Property, plant and equipment	2,049,318		2,146,966
Future income taxes	11,822		11,822
	$	5,618,522	$	5,676,062
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	164,463	$	232,335
Income taxes payable	113,940		48,896
Warranty liability	31,755		74,102
Dividends payable	—		100,000
Customer deposits	60,245		—
Mortgage loan	725,435		776,120
Redeemable shares	2,611,807		2,611,807
	3,707,645		3,843,260
Shareholders’ equity:
Share capital	1		1
Retained earnings	1,910,876		1,832,801
	1,910,877		1.832,802
Contingency (note 2)
Subsequent event (note 3)
	$	5,618,522	$	5,676,062

See accompanying notes to financial statements.

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MARCEL DESROCHERS INC.

Interim Statement of Earnings

Seven-month periods ended June 30, 2007 and June 30, 2006

	June 30, 2007		June 30, 2006
	(Unaudited)		(Unaudited)
Sales	$	2,846,584	$	2,130,383
Cost of goods sold	1,201,202		1,198,689
Gross profit	1,645,382		931,694
Operating expenses:
Selling, general and administrative	325,245		320,654
Research and development	475		14,236
Amortization of property, plant and equipment	87,757		94,338
Loss on disposal of property, plant and equipment	3,963		—
Interest on long-term debt	29,284		28,767
Foreign exchange	78,408		26,532
	525,132		484,527
Earnings before other items	1,120,250		447,167
Other items:
Other revenues	23,645		16,979
	23,645		16,979
Earnings before income taxes	1,143,895		464,146
Income taxes:
Current	345,819		—
	345,819		—
Net earnings	$	798,076	$		464,146

See accompanying notes to financial statements.

2

MARCEL DESROCHERS INC.

Interim Statement of Retained Earnings

Seven-month period ended June 30, 2007, with comparative figures for the year ended November 30, 2006

	June 30, 2007			November 30, 2006
	(Unaudited)			(Audited)
Retained earnings, beginning of period	$	1,832,801		$	1,349,272
Dividend on Class A shares	(720,001		)	—
Excess of redemption value of Class A shares over book value	—			(149,974		)
Dividend tax refund, net	—			13,161
Net earnings	798,076			620,342
Retained earnings, end of period	$	1,910,876		$	1,832,801

See accompanying notes to financial statements.

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MARCEL DESROCHERS INC.

Interim Statement of Cash Flows

Seven-month periods ended June 30, 2007 and June 30, 2006

	June 30,			June 30,
	2007			2006
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net earnings	$	798,076		$	464,146
Adjustments to:
Amortization of property, plant and equipment	87,757			94,338
Loss on disposal of property, plant and equipment	3,963			—
Foreign exchange	10,837			6,154
Future income taxes	—			(210,455		)
Dividend paid on redeemable shares	(100,000		)	—
Net changes in operating assets and liabilities	628,183			(201,354		)
	1,428,816			152,829
Cash flows from financing activities:
Dividend paid on Class A shares	(720,001		)	—
Repayment of long-term debt	(50,685		)	(50,685		)
Redemption of shares	—			—
Dividend tax refund	—			—
	(770,686		)	(50,685		)
Cash flows from investing activities:
Increase in due from a related company	(73,048		)	(375,000		)
Disposals (additions) of (to) property, plant and equipment	5,928			(6,090		)
Proceeds from disposal of property, plant and equipment	—			700
	(67,120		)	(380,390		)
Foreign exchange loss on cash and cash equivalents denominated in foreign currency	(10,837		)	(6,154		)
Net increase (decrease) in cash and cash equivalents	580,173			(284,400		)
Cash and cash equivalents, beginning of period	1,388,229			1,338,859
Cash and cash equivalents, end of period	$	1,968,402		$	1,054,459
Supplemental cash flow information:
Cash	$	268,260		$	1,004,102
Cash in foreign currency	270,142			50,357
Short-term bond	1,430,000			—
	$	1,968,402		$	1,054,459

See accompanying notes to financial statements.

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MARCEL DESROCHERS INC.

Notes to Interim Financial Statements

Seven-month period ended June 30, 2007

The Company was incorporated under Part 1A of the Quebec Companies Act. Its main business activity is the manufacture of movie theatre equipment.

1.Significant accounting policy:

Basis of presentation:

These interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP) using the Canadian dollar as the reporting currency.  They have been prepared on a basis consistent with those followed in the most recent audited financial statements.  These interim financial statements do not include all of the information and notes required by GAAP for annual financial statements and, therefore, should be read in conjunction with the audited financial statements and notes included in the Company’s audited financial statements for the year ended November 30, 2006.

The results of operations for the interim periods are not necessarily indicative of the results of operations for the full year.  Marcel Desrochers Inc. expects seasonality not to be a material factor in quarterly results.

2.Contingency:

The Company is party to claims and litigation arising in the normal course of operations. The Company does not expect the resolution of these matters to have a materially adverse effect on its financial position or results of operations.

3.Subsequent event:

On October 12, 2007, Ballantyne of Omaha Inc., a U.S. publicly listed company, acquired the majority of Marcel Desrochers Inc.’s net assets for $3,400,000 U.S. dollars in cash, subject to post closing adjustments. Excluded from the assets acquired were the building and related indebtedness which were retained by the seller.

4.Supplemental cash flow disclosure and other information:

Net changes in operating assets and liabilities:

	June 30,			June 30,
	2007			2006
	(Unaudited)			(Unaudited)
Accounts receivable	$	456,073		$	200,635
Inventories	160,905			56,101
Prepaid expenses	(3,865		)	8,334
Accounts payable and accrued liabilities	(67,872		)	(35,890		)
Income taxes	65,044			(386,944		)
Warranty liability	(42,347		)	2,472
Customer deposits	60,245			(46,062		)
	$	628,183		$	(201,354	)

5.United States accounting principles:

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in Canada (Canadian GAAP), which, in the case of the Company, conform in all material respects with those in the United States (U.S. GAAP), except as follows:

Redeemable shares

Canadian GAAP requires the classification of shares redeemable at the option of the holder at any time as current liabilities. Pursuant to accounting series release No. 268, presentation in financial statements of redeemable preferred stocks (“ASR 268”), these shares are temporary equity and are classified in a separate section of the balance sheet, after long-term debt and above shareholders’ equity and measured at their redemption amount.

Dividends issued on these redeemable shares classified as current liabilities are charged to earnings under Canadian GAAP, whereas they are recorded as a reduction of retained earnings under ASR 268.

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MARCEL DESROCHERS INC.

Notes to Interim Financial Statements, Continued

Seven-month period ended June 30, 2007

5.United States accounting principles (continued):

Reconciliation of net income

The following table reconciles the net income as reported on the Statement of Earnings to the net income that would have been reported had the financial statements been prepared in accordance with U.S. GAAP:

	June 30, 2007		June 30, 2006
	(Unaudited)		(Unaudited)
Net income in accordance with Canadian GAAP	$	798,076	$	464,146
Adjustment for dividends declared	—		—
Net income in accordance with U.S. GAAP	$	798,076	$	464,146

Condensed Balance Sheet in accordance with U.S. GAAP

The following summarizes the Balance Sheet amounts in accordance with U.S. GAAP:

	June 30, 2007		November 30, 2006
	(Unaudited)		(Audited)
Current assets	$	3,557,382	$	3,517,274
Non-current assets	2,061,140		2,158,788
	$	5,618,522	$	5,676,062
Current liabilities	$	1,095,838	$	1,231,453
Redeemable shares	2,611,807		2,611,807
Shareholders’ equity	1,910,877		1,832,802
Total liabilities and shareholders’ equity	$	5,618,522	$	5,676,062

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MARCEL DESROCHERS INC.

Notes to Interim Financial Statements, Continued

Seven-month period ended June 30, 2007

5.United States accounting principles (continued):

Condensed Statement of Cash Flows in accordance with U.S. GAAP

The following summarizes the Statement of Cash Flows in accordance with U.S. GAAP.  The differences are due to the treatment of the redeemable shares discussed above.

	June 30, 2007			June 30, 2006
	(Unaudited)			(Unaudited)
Operating activities	$	1,528,815		$	152,829
Financing activities	(870,685		)	(50,685		)
Investing activities	(67,120		)	(380,390		)
Foreign exchange loss on cash and cash equivalents denominated in foreign currency	(10,837		)	(6,154		)
Increase (decrease) in cash and cash equivalents	580,173			(284,400		)
Cash and cash equivalents, beginning of year	1,388,229			1,338,859
Cash and cash equivalents, end of year	$	1,968,402		$	1,054,459

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