United States
Securities and Exchange Commission
Washington, D.C. 20549

------------------------

Form 10-KSB

[X] Annual Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 1999

[ ] 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 0-28153

(Exact Name of Registrant as Specified in its Charter)

Registrant's Telephone Number, Including Area Code: (909) 595-8986

Securities Registered Pursuant to Section 12(b) of the Act: NONE

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value per share, 20,000,000 shares authorized, 3,702,000 issued and outstanding as of December 31, 1999.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

The number of shares of Common Stock outstanding as of December 31, 1999 was 3,702,000.

------------------------

DOCUMENTS INCORPORATED BY REFERENCE

Sections of the registrant's definitive Proxy Statement for the registrant's Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission, are incorporated by reference into Part III of this Report to the extent stated herein.

---------------

The following discussion contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. The Company's actual results could differ significantly from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and in Item 6, "Management's Discussion and Analysis of Financial Condition or Plan of Operation."

The Company, however, has limited operating history and must be considered a developmental stage company. The success of the Company's business depends upon management's ability to expand upon and develop the Company's motion picture business. Currently, the Company has no material source of revenues. The potential success of the Company's business is unproven, and to be successful, management of the Company must, among other things, develop and distribute movies that achieve broad market acceptance.

The motion picture industry consists of two principal activities: production, which involves the development, financing and production of motion pictures; and distribution, which involves the promotion of feature-length motion pictures in a variety of media.

The motion picture industry is a worldwide industry. In addition to the production and distribution of motion pictures in the United States, motion picture distributors generate revenues internationally. In recent years, there has been a substantial increase in the amount of filmed entertainment revenue generated by U.S. motion picture distributors from foreign sources. This growth has been due to a number of factors, including, among other things, the general worldwide acceptance of and demand for motion pictures produced in the United States, the privatization of many foreign television industries, growth in the number of foreign households with videocassette players, and growth in the number of foreign theater screens.

The entertainment industry is highly competitive. Competition comes both from companies within the same business and from companies in other entertainment media which create alternative forms of leisure entertainment. Many of the Company's present and future competitors are larger and have significantly greater financial, technical, production, marketing and other resources than those of the Company. The Company's ability to compete successfully depends upon its ability to identify and complete development of, and introduce into the marketplace in a timely manner, its proposed products, and to continually enhance and improve upon such products. In the event management is unable to respond to competitive developments, the Company would be materially adversely affected.

The Company seeks to produce and distribute motion pictures. The Company also plans to evaluate screenplays on an ongoing basis. In addition, the Company seeks to develop, produce and distribute motion pictures on its own.

The Company presently has two (2) full-time employees and five (5) part-time employees. The Company's employees are currently not represented by a collective bargaining agreement, and the Company believes that its relations with its employees are good.

The name, age and position of the Company's directors and executive officers are as follows:

Donald G. Jackson, President, CEO and Director - Mr. Jackson is a motion picture maker who has been making films since 1975 and has created feature films and short features. His "Frogtown" and "Roller Blade" motion pictures are shown on HBO, SHOWTIME, USA NETWORK, and numerous cable and local television stations.

Mr. Jackson's movies have been the subject of articles and reviews in various books and international publications, including "Cinefantastique," "The Phantom Video Guide," "Fangoria," "Femme Fatales," "Imagimovies," "Draculina," "Daily Variety," "Leonard Maltin's Video Guide," "L'Ecran Fantastique" (French filmmaking magazine) and "Creature Features."

Mr. Jackson worked with Roger Corman shooting special effects for various science fiction epics with Robert and Dennis Skotak. His association with the "Academy Award Winning" Skotak Brothers dates back to the early 70's in Detroit, Michigan. Mr. Jackson is also a Director of Photography who, in addition to photographing many of his own feature films, has shot several rock videos and has done photography for many famous directors including James Cameron. Mr. Jackson also worked on three films with James Cameron as the Cinematographer.

Howard L. Allen, Executive Vice President, Secretary, Treasurer and Director - Mr. Allen previously held the position of EVP and CFO for 10 years with a mortgage-banking firm. Prior, Mr. Allen was the founder and CEO of a distribution company that was written up in "NC" magazine as the 31^st fastest growing private company in America for the period 1980-1986. Preceding that, Mr. Allen was the Corporate Controller for a distribution company, as well as an Accountant for a West Coast motion picture chain. Mr. Allen started his career in Memphis, Tennessee with IBM, where he worked for six years after completing a degree in Computer Science from Memphis State University. Mr. Allen holds a bachelor degree in Accounting from Woodbury University in Los Angeles, as well as an MBA in Finance from California State University Los Angeles, also.

Scott Shaw, Ph.D., Vice President Film Production - Dr. Shaw writes, produces, and directs all types of films but specialized in the action/adventure genre. As a director, Dr. Shaw has created such features as the horror comedy, "Samurai Vampire Bikers from Hell," the action adventure feature, "Atomic Samurai," and most recently, Dr. Shaw has produced, co-written and starred in features including, "The Roller Blade Seven," "Return of the Roller Blade Seven" and "Toad Warrior." Dr. Scott began his career as an actor. He has been seen on such syndicated television series as: "Head of the Class," "Coach" and "Saved by the Bell." Director Robert Altman ("Mash," "Nashville") asked Dr. Shaw to perform a Cameo appearance in his 1992 parody film on Hollywood, "The Player." Dr. Shaw has starred in feature films that received international distribution including: "Capital Punishment," "Divine Enforcer" and "Exploding Angel."

Christopher D. Roth, Vice President Editing and Post Production - Mr. Roth is a motion picture post-production supervisor and editor whose credits include the 13 hour mini-series "From the Earth to the Moon," executive produced by Ron Howard and Tom Hanks that has been airing on HBO. His other credits include "Kid Cop," "The Dentist," "Leprechaun 2," "Necronomicon," "Return of the Living Dead 3" and the original "Leprechaun" theatrical release. He is experienced with motion picture editing systems such as the Avid and Lightworks systems.

Randall Frakes, Screenplay Advisor - Mr. Frakes co-wrote "Terminator" and wrote the entire "Terminator 2" novel. Mr. Frakes is currently writing a book for James Cameron on the making of "Titanic." Mr. Frakes is the co-writer of "Hell Comes To Frogtown" which was produced by New World Pictures. Mr. Frakes wrote the supernatural thriller, "The Force," wrote the children's fantasy adventure, "Peach Boy," co-wrote with "Masato Harada," the yakuza-in-America action movie "Sixty Six," wrote the political thriller, "Diplomatic Immunity," wrote the screenplay for Marvel Comic's "Deathlok" and the action thriller "Playing Dirty." Mr. Frakes created photographic effects for "Escape From New York," "Battle Beyond The Stars," and "Galaxy Of Terror." Mr. Frakes won the "Stars and Stripes" journalism award for his investigative report on the "Mannheim Stockade," while stationed in Germany with the Army 16th Signal Corps.

Fred Olan Ray, Director and Film Marketing Advisor - Mr. Ray is a producer/director of motion pictures such as "Armed Response," "Invisible Mom," "Little Miss Magic" and "Biohazard." Mr. Ray is also the author of a book on independent filmmaking.

Jeffrey Hutchinson, Director and Post-Production Music Supervisor - Mr. Hutchinson is a vice-president of an independent record company.

The Company's corporate headquarters are located at 12400 Ventura Boulevard, Suite 311, Studio City, California 91604. The Company does not have any additional facilities. Additionally, there are currently no proposed programs for the renovation, improvement or development of the properties currently being utilized by the Company.

Footnotes to Principal Shareholders:

1. The address of each executive officer and director is c/o 12400 Ventura Blvd., Suite #311, Studio City, California 91604.

FORWARD LOOKING STATEMENTS

The statements contained in this report that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are made based upon management's current expectations and beliefs concerning future developments and their potential effects upon the Company. There can be no assurance that future developments affecting the Company will be those anticipated by management. Actual results may differ materially from those included in the forward-looking statements. These forward-looking statements involve risks and uncertainties including, but not limited to, the following:

- the Company's status as a start-up company with less than two years of

operating history;

- the Company's expectation of significant losses during the first two

years of operations;

highly-regulated, start-up company;

- the Company's dependence on key management personnel;

- the Company's ability to implement developments in technology to be

competitive.

Readers are also directed to other risks and uncertainties discussed in other

documents filed by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking

information, whether as a result of new information, future developments or

otherwise.

Overview

The Company was organized on September 24, 1998, and is considered to be a developmental stage company operating an independent film company in the business of motion picture production and distribution. The Company has a limited operating history and has not generated revenues from its operations. Hollywood Entertainment's activities have been limited to start-up procedures. Consequently, the Company has incurred the expenses of such procedures. Future operating results will depend on many factors, including its ability to raise adequate working capital, demand for its products and services, the level of competition and its ability to satisfy governmental regulations and deliver its products while maintaining quality and controlling costs.

Plan of Operation

Management of the Company believes that the need for additional capital going forward will be derived somewhat from internal revenues and earnings generated from the distribution and licensing of movies it intends to produce. If the Company is unable to produce and distribute movies, and subsequently not be able to generate revenues from such movies, however, management believes the Company will need to raise additional funds to meet its cash requirements. It is the intent of the Company to seek to raise additional capital via a private placement offering, once the Company is trading on the OTC-BB. In the meantime, management of the Company plans to advance funds to the Company on an as-needed basis, although there is no definitive or legally binding arrangement to do so. The Company currently has no arrangements or commitments for accounts and accounts receivable financing. There can be no assurance that any such financing can be obtained or, if obtained that it will be on reasonable terms. This is a development stage company. The Company believes that its initial revenues will be primarily dependent upon the Company's ability to cost effectively and efficiently develop motion pictures. The Company designates as its priorities for the next twelve (12) months of operations as developing and marketing its movies to establish its business in the motion picture industry. Realization of revenues from the Company's movies during the fiscal year ending December 31, 2000, is vital to its plan of operations. There are no guarantees that the Company will be able to compete successfully or that the competitive pressures the Company may face will not have a material adverse effect on the Company's business, results of operations and financial condition. Additionally, a superior competitive product could force the Company out of business.

Results of Operations

Period from September 24, 1998 to December 31, 1999.

The operational period from September 24, 1998 to December 31, 1999, achieved two (2) main goals for the Corporation. The Company's goals were the formation of the organization to pursue the Company's business objective and to obtain sufficient capital to develop a base of operations in the motion picture industry.

Revenues. Hollywood Entertainment is a developmental stage company as defined in SFAS #7. The Company has not generated any revenues to date. The Company has devoted substantially all of its present efforts to: (1) developing a base of operations, (2) coordinate the organization of the Company's operations and (3) maintaining its 12(g) reporting requirements with the Securities Act of 1934 and its commencement of trading on the NASD Over-the-Counter Bulletin Board ("OTC-BB").

Expenses. The Company incurred expenses for the operating period September 24, 1998 to December 31, 1999, totaling $21,011. Expenditures were primarily due to costs incurred for professional fees, rent, services and general and administrative expenses. The Company's professional and service expenses were incurred from its public listing process on the NASD's OTC-BB which included the process of the public offering in the State of Nevada, state Blue Sky registrations, attorneys' fees, escrow and EDGARization costs related to the offering, financial audits and public filing costs.

Net Loss. Due to the significant operating expenses, Hollywood Entertainment experienced a net loss of $21,011. The Company anticipated incurring this loss during the initial commencement of operations until such time that it will realize revenues from movie production and distribution in the fiscal year 2000, of which there can be no assurance.

Liquidity and Capital Resources

The Company has generated no revenues during this period and it is unknown when it will generate significant revenues. It is anticipated that the Company will realize revenues from its operations during the next twelve (12) months, of which the Company cannot guarantee. The receipt of funds from Private Placement Offerings or loans obtained through private and public sources by Hollywood Entertainment may be anticipated to offset its near term cash equivalents for the next twelve (12) months. The Company has financed its cash flow requirements through issuance of common stock. During its normal course of business, the Company may experience net positive cash flows from operations, attributable to the issuance of notes payable and capital stock, pending receipt of revenues. Further, the Company may be required to obtain additional financing to fund operations through common or preferred stock offerings, bank borrowings and loans, to the extent available, or to obtain additional financing to the extent necessary to augment its working capital.

Year 2000 Issue

The Company uses computer software programs and operating systems in its internal operations, including applications used in financial business systems and various administrative functions. Although the Company's software applications contain source code that appropriately interpreted the calendar year 2000, failure by the Company to make any future modifications resulting from "Year 2000" could result in systems interruptions or failures that could have a material adverse effect on the Company's business. The Company has not incurred, nor anticipates that it will incur material expenses to make its computer software programs and operating systems "Year 2000" compliant. However, there can be no assurance that unanticipated costs necessary to update software, or potential systems interruptions, will not exceed the Company's expectations and have a material adverse effect on the Company's business, financial condition and results of operations.

I have audited the accompanying balance sheet of Hollywood Entertainment Network, Inc. company (a Nevada corporation) as of December 31, 1999 and the related statements of income, stockholders' equity, and cash flows for the period of September 24, inception, to December 31, 1999. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hollywood Entertainment Network, Inc. as of December 31, 1999, and the results of its operations and its cash flows for the period then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the company will continue as a going concern. As discussed in Note E to the financial statements, the company has had limited operations and has not established a long-term source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note E. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

March 17, 2000

Yorba Linda, California

The accompanying notes are an integral part of this statement

The accompanying notes are an integral part of this statement

The accompanying notes are an integral part of this statement

The accompanying notes are an integral part of this statement

The Company does not currently have employment agreements with its executive officers but expects to sign employment agreements with each in the next approximately six (6) months. All executive officers of the Company prior to December 31, 1999, did not draw a formal salary from the Company. Over the next twelve (12) months, however, each executive officer is expected to draw the following annual compensation. The Company does not currently have an employee stock option plan.

EMPLOYMENT AGREEMENTS

The Company does not currently have employment agreements with its executive officers but expects to sign employment agreements with each in the near future.

The information required by this Item concerning the stock ownership of management and five percent beneficial owners is incorporated herein by reference to ITEM 5 of this document entitled, "MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS".

On September 25, 1998, the initial meeting of the Board of Directors convened. At this meeting, the Company accepted a written offer from the following individuals: Donald G. Jackson to purchase a total amount of 1,750,000 shares of Common Stock of the Company and Howard L. Allen to purchase a total amount of 1,750,000 shares of Common Stock of the Company. These shares were issued by the Company under Section 4(2) of the Securities Act of 1933.

On November 13, 1998, the Company initiated a public offering of securities pursuant to Regulation D, Rule 504, and sold exactly 202,000 shares of Common Stock of the Company, $0.001 par value, to 53 individuals at $0.10 per share. The offering was formally closed and all subscriptions were accepted on or before December 4, 1998.

Because of the development stage nature of the Company and its relatively recent inception, September 24, 1998, the Company has no other relationships or transactions.

A list of exhibits required to be filed as part of this Annual Report is set forth in the Index to Exhibits, which immediately precedes such exhibits and is incorporated herein by reference.

HOLLYWOOD ENTERTAINMENT NETWORK, INC.

By:

Date: April 11, 2000

/s/Howard L. Allen

Secretary, Treasurer, and Director

(1) The copy of this exhibit filed as the same exhibit to the Company's Registration Statement on Form 10-SB and amendments thereto, is incorporated herein by reference.