HOLLYWOOD PRODUCTIONS INC
10QSB/A, 1998-10-20
APPAREL, PIECE GOODS & NOTIONS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-QSB/A-1

     [xx]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1998
              ----------------------------------------------------

                                       or

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

                       For the transition period from to

                        Commission File Number: 0-28690

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

<S>                                                                   <C>       
Delaware                                                              11-3871821
(State or other jurisdiction of                                       (I.R.S. Employer
incorporation or organization)                                        Identification No.)
</TABLE>

                14 East 60th Street, Ste 402, New York, NY 10022
               (Address of principal executive offices) (Zip Code)

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


              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check whether the issuer (1) has filed all reports  required to be filed by
section 13 or 15 (d) of the  Exchange Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes [X] No [
] APPLICABLE ONLY TO CORPORATE ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities  under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO
CORPORATE ISSUERS

     Common stock, par value $.001 per share: 2,686,944 shares outstanding as of
June 30, 1998.





<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 thereunto duly authorized.


                                                     Hollywood Productions, Inc.
                                                                    (Registrant)


Dated: October 18, 1998                              /s/ Harold Rashbaum
                                                     Harold Rashbaum
                                                     President





<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>

                                   Exhibit 27


                           HOLLYWOOD PRODUCTIONS, INC.


This schedule  contains  summary  financial  information  extracted from Balance
Sheet,  Statement  of  Operations,  Statement  of Cash  Flows and Notes  thereto
incorporated  in Part I,  Item 1 of this Form  10-QSB  and is  qualified  in its
entirety by reference to such financial statements.

</LEGEND>
       


<S>                                  <C>

<PERIOD-TYPE>                                                          3-MOS
<FISCAL-YEAR-END>                                                      dec-31-1999
<PERIOD-END>                                                           jun-30-1998
<CASH>                                                                 437,537
<SECURITIES>                                                           0
<RECEIVABLES>                                                          6,096
<ALLOWANCES>                                                           0
<INVENTORY>                                                            357,789
<CURRENT-ASSETS>                                                       2,853,176
<PP&E>                                                                 0
<DEPRECIATION>                                                         0
<TOTAL-ASSETS>                                                         5,914,084
<CURRENT-LIABILITIES>                                                  98,112
<BONDS>                                                                0
                                                  0
                                                            0
<COMMON>                                                               2,687
<OTHER-SE>                                                             5,815,972
<TOTAL-LIABILITY-AND-EQUITY>                                           5,914,084
<SALES>                                                                1,159,378
<TOTAL-REVENUES>                                                       1,159,378
<CGS>                                                                  973,336
<TOTAL-COSTS>                                                          973,336  
<OTHER-EXPENSES>                                                       587,408
<LOSS-PROVISION>                                                       0
<INTEREST-EXPENSE>                                                     40,391  
<INCOME-PRETAX>                                                        (441,757)
<INCOME-TAX>                                                           (23,400)
<INCOME-CONTINUING>                                                    (418,357)
<DISCONTINUED>                                                         0
<EXTRAORDINARY>                                                        0
<CHANGES>                                                              0
<NET-INCOME>                                                           (418,357)
<EPS-PRIMARY>                                                          (.17)
<EPS-DILUTED>                                                          (.17)
        


</TABLE>


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