HOLLYWOOD PRODUCTIONS INC
8-K, 1998-10-29
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): October 22, 1998
     -----------------------------------------------------------------------


                           HOLLYWOOD PRODUCTIONS, INC.
               (Exact Name of Registrant as Specified in Charter)


<TABLE>
<CAPTION>
<S>                                <C>                                 <C>       
Delaware                           0-28690                             13-3704059
(State of Incorporation)           (Commission File No.)               (IRS Employer Identification No.)
</TABLE>





            14 East 60th Street, Suite 402, New York, New York 10022
      -------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


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


                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>



ITEM 4.           CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT.


     On October 26, 1998,  on approval of the  Registrant's  Board of Directors,
the Registrant  dismissed Scarano & Tomaro, P.C. as its auditors.  The dismissal
was  not  due to  any  discrepancies  or  disagreements  between  same  and  the
Registrant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure,  or auditing scope or procedure.  Scarano & Tomaro, P.C.'s
report on the financial  statements for the fiscal years ended December 30, 1997
and December  30, 1996 did not contain any adverse  opinions or  disclaimers  of
opinion.  Nor were such reports  modified as to  uncertainty,  audit  scope,  or
accounting  principles.  During  the  two  most  recent  fiscal  years  and  any
subsequent interim period through the date of the dismissal,  the Registrant and
Scarano & Tomaro, P.C. had no disagreements or "reportable events."

     The  Registrant  dismissed  Scarano  &  Tomaro,  P.C.  as a  result  of the
Securities and Exchange  Commission's ("SEC") September 9, 1998 Release No. 7572
which  provided  that in  anticipation  of the  commencement  of  administrative
proceedings  against  Steven M.  Scarano,  C.P.A.  (pursuant to (i) ss.8A of the
Securities  Act of 1933, as amended (the "Act"),  (ii) ss.21C of the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"), and (iii) Rule 102(e)(1)
of the SEC's Rules of Practice), Mr. Scarano submitted an Offer of Settlement to
the SEC which was accepted by same.

     The SEC ordered that Mr.  Scarano pay a civil penalty of $5,000 and that he
cease and desist from  committing  or causing any  violations  of (i) ''5(a) and
5(c) of the Act,  (ii) '15(a) of the  Exchange  Act, and (iii)  '210.2-02(b)  of
Regulation  S-X.  The SEC  further  ordered  that Mr.  Scarano  be  Adenied  the
privilege of appearing or practicing  before the [SEC] as an accountant from the
date of the Order" and that he be given the right, after two years from the date
of the Order, to apply to the SEC to resume appearing or practicing before same.

     Annexed  hereto as Exhibit  16.01 is the  required  letter  from  Scarano &
Tomaro,  P.C.  wherein said  accounting  firm  indicates that it agrees with the
statements made herein.

     The  Registrant's  Board of Directors  approved the  dismissal of Scarano &
Tomaro, P.C. and the October 22, 1998 engagement of Massella,  Tomaro & Co., LLP
as its  principal  accountant  to  audit  its  and  its  subsidiary's  financial
statements.





<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 27th day of October 1998.




                                            Hollywood Productions, Inc.


                                    By:     /s/ Harold Rashbaum
                                            Harold Rashbaum, President





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