HOLLYWOOD PRODUCTIONS INC
8-K, 1997-02-05
APPAREL, PIECE GOODS & NOTIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


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



                Date of Report (Date of Earliest event reported):
                                January 10, 1997


                           Hollywood Productions, Inc.
             (Exact name of registrant as specified in its charter)


                  Delaware                     0-28690        13-3704059
                  State of              Commission File     IRS Employer
                  Incorporation         Number.            Identification No.


                         14 West 60th Street, Suite 402
                            New York, New York 10022
                     Address of principal executive offices

        Registrant's telephone number, including area code (212) 688-9223

                             One World Trade Center
                            New York, New York 10048
          (Former name or former address, if changed since last report)



<PAGE>



Item 5.  Other Events.

     As of January 10, 1997, Robert Melillo, resigned as Chief Executive Officer
and a director of Hollywood Productions, Inc. (the ACompany@). Mr. Melillo shall
remain  with the Company as a  consultant  on a month to month basis at a fee of
$30,000 per annum. Mr. Melillo was replace by Harold Rashbaum as the president.

                  In   addition,   the   Company   hired   Robert   DiMilia   as
vice-president  and  secretary  of the  Company.  For over the past 10 years Mr.
DiMilia has been an officer and consultant of various  companies in the business
of  developing,  producing and  marketing  films.  Mr.  DiMilia  supervised  the
production of the film "Dirty Laundry" on behalf of the Company.

Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.

     (a) Financial Statements of business being acquired. Not applicable.

              Pro Forma Financial Information. Not applicable.

   Exhibits. Notapplicable.


<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 on the ____ day of January, 1997.



                                         Hollywood Productions, Inc.



                                    By:
                                            Harold Rashbaum, President



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