OUT TAKES INC
8-K, 1998-05-04
PERSONAL SERVICES
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                                  UNITED STATES
                       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): April 27, 1998



                                 OUT-TAKES, INC.


             (Exact name of registrant as specified in its charter)



                         Commission File Number: 0-21322



            Delaware                                95-4363944
     (State or other jurisdiction of     (I.R.S. Employer Identification No.)
      incorporation or organization)



         1419 Peerless Place, Suite 116                90035
            Los Angeles, California                 (Zip Code)
   (Address of principal executive offices)



                                 (310) 788 9440

              (Registrant's telephone number, including area code)




                                      NONE
          (Former name or former address, if changed since last report)



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                                 OUT-TAKES INC.

                                FORM 8K - CURRENT


Item 5.Other Events

     On April 27, 1998 Out-Takes Inc. (the  "Company")  announced the closure of
its  studio  located  at the  Irvine  Spectrum  Entertainment  Center in Irvine,
California ("Irvine Studio").

     Reference is made to the Press Release, dated April 27, 1998, issued by the
Company announcing the closure of the Irvine Studio, a copy of which is attached
as an exhibit hereto.


Item 7 Financial Statements And Exhibits

(c) Exhibits

     99.1 Press  Release,  issued by the  Company  anouncing  the closure of the
          Irvine Studio, dated April 27, 1998.






                                     SIGNATURES




          Pursuant to the  requirements  of the  Securities  and Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.




                                        OUT-TAKES, INC., a Delaware corporation





Dated:     April 30, 1998.                By:/s/ Peter C. Watt
           ---------------                --------------------
                                              Peter C. Watt
                                              President














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                                   EXHIBIT INDEX


Exhibit Number            Description                              Sequentially
                                                                   Numbered Page

    99.1      Press Release,  dated April 27, 1998, issued by the 
              Company announcing the closure of the Irvine Studio.      4







                                         3

<PAGE>















April 27, 1998







Out-Takes Inc. Today announced the closure of its digital  photography  store in
Irvine, California.


The  closure  of the store has been  effected  without  substantial  cost to the
Company.  The Irvine store incurred operating losses and negative cash flow from
opening in November 1995 to the date of closure.  It is therefore the opinion of
the Company that the closure of this store will be  beneficial to the Company as
it will reduce the negative cash flow being incurred by the Company.


The Company continues to operate its store at Universal  CityWalk,  Los Angeles,
California.


For further information, please call (310) 788 9440.



                                         4

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