SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A-1
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
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HOLLYWOOD PRODUCTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware 0-28690 13-3704059
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
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14 East 60th Street, Suite 402, New York, New York 10022
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(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)
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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
permanently cease and desist from committing or causing any violations of (i)
ss.ss.5(a) and 5(c) of the Act, (ii) ss.15(a) of the Exchange Act, and (iii)
ss.210.2-02(b) of Regulation S-X. The SEC further ordered that Mr. Scarano be
"denied 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.
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.
Annexed hereto as Exhibit 16.01 is the letter from Scarano & Tomaro, P.C.
which was forwarded to the Commission exclusively (rather than to the Registrant
as it should have been pursuant to Regulation S-B), wherein said accounting firm
erroneously indicates that it was not provided with the reason for its dismissal
until after the Registrant filed the Form 8-K pertinent to same. Two days prior
to filing the Form 8-K, on October 26, 1998, the Registrant, via its counsel,
Klarman & Associates, provided a copy of the proposed Form 8-K to Mr. Scarano
for his review. Notwithstanding such, Mr. Scarano has, to date, provided no
correspondence to the Registrant concerning the Form 8-K. On November 18, 1998,
however, the Commission provided the Registrant, via its counsel, with a copy of
Mr. Scarano's correspondence (annexed hereto as Exhibit 16.01) which, as
indicated supra, Mr. Scarano provided the Commission only.
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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 19th day of November 1998.
Hollywood Productions, Inc.
By:
Harold Rashbaum, President
Exhibit 16.01
125 Michael Drive, Suite 101
Scarano & Tomaro, P.C. Syosset, New York 11791
Certified Public Accountants & Consultants 516-364-0300
Fax:516-364-3003
MEMBER OF THE SEC PRACTICE SECTION,
AICPA DIVISION FOR CPA FIRMS
November 11, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Hollywood Productions, Inc.
File Ref. No. 0-28690
We were previously the independent auditors for Hollywood Productions, Inc.
("the Company"); under the date of March 9, 1998, we reported on the
consolidated financial statements of Hollywood Productions, Inc. and subsidiary
as at December 31, 1997, and for each of the years in the two-year period then
ended. On October 26, 1998, our engagement was terminated. We have read the
statements included under Item 4 of Form 8-K dated October 26, 1998 of Hollywood
Productions, Inc. and we agree with such statements except that we had no
previous knowledge prior to the Company's filing of the Form 8-K with respect to
the Company's reasons as to why our engagement was terminated. Regarding
disagreements and reportable events, the respondent knows of no such matters
but, we suggest you contact Anthony Tomaro directly who was the engagement
partner at Scarano & Tomaro, P.C. relating to the audits of Hollywood
Productions, Inc. Anthony Tomaro is affiliated with the Company's new auditor's
Massella, Tomaro & Co., LLP.
Very truly yours, /s/ Scarano & Tomaro, PC Scarano & Tomaro, P.C.
