UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB



|(Mark One)                                                                                     
|-----------------------------------------------------------------------------------------------
|[X]                                                                                            
|For the quarterly period ended: March 31, 2000                                                 
|Or                                                                                             
|[ ]                                                                                            
|For the transition period from ____________ to _____________                                   
|Commission File Number:                                                                        
|Hollywood Entertainment Network, Inc.(Exact name of registrant as specified in its charter)    
|Nevada
(State or other jurisdiction of incorporation or organization)                          
|12400 Ventura Blvd., Suite #311
Studio City, California(Address of principal executive offices)
|(909) 362-6360(Registrant's telephone number, including area code)                             
|N/A
(Former name, former address and former fiscal year, if changed since last report)         

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 [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 3,702,000



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Hollywood Entertainment Network, Inc.
(A Development Stage Company)

Table Of Contents



|Part I - Financial Information                                                                                                                                    |    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|Item 1. Audited Financial Statements                                                                                                                              |    
|Balance Sheet as at March 31, 2000 and December 31, 1999                                                                                                          | 2  
|Statement of Income and Retained Earnings for the Three Months Ending March 31, 2000 and the Period from September 24, 1998 (Date of Inception) To March 31, 2000 | 3  
|Statement of Cash Flows for the Three Months Ending March 31, 2000 and the Period from September 24, 1998 (Date of Inception) to March 31, 2000                   | 4  
|Statement of Stockholders' Equity from September 24, 1998 (Date of Inception) to March 31, 2000                                                                   | 5  
|Notes to Financial Statements                                                                                                                                     | 6-8
|Item 2. Management's Discussion and Analysis or Plan of Operation                                                                                                 | 9  
|Part II - Other Information                                                                                                                                       | 10 
|Item 6. Exhibits                                                                                                                                                  | 11 
|Signatures                                                                                                                                                        | 12 





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Michael F. DeLuca



Independent Auditor's Report

The Board of Directors
Hollywood Entertainment Network, Inc.
Studio City, Ca.

I have audited the accompanying balance sheet of Hollywood Entertainment Network, Inc. company (a Nevada corporation) as of March 31, 2000 and December 31, 1999 and the related statements of income, stockholders' equity, and cash flows
for the three months ended March 31, 2000, and 1999 from inception to March 31, 2000. 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 March 31, 2000, 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.

/s/Michael DeLuca

March 17, 2000

Yorba Linda, California





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Part I - Financial Information

HOLLYWOOD ENTERTAINMENT NETWORK, INC.BALANCE SHEET
March 31, 2000 and December 31, 1999



|ASSETS                                                                               | For the three months
ended
March 31, 2000 | For the year
Ended
December 31, 1999
|------------------------------------------------------------------------------------ | ----------------------------------------- | ------------------------------------
|Current Assets                                                                       |                                           |                                     
|Cash in bank                                                                         | $ 10                                      | $ 193                               
|Property and Equipment, at cost                                                      |                                           |                                     
|Equipment                                                                            | 25,000                                    | 25,000                              
|Furniture and Fixtures                                                               | 2,000                                     | 2,000                               
|                                                                                     | 27,000                                    | 27,000                              
|Less accumulated depreciation                                                        | (5,875)                                   | (4,525)                             
|                                                                                     | 21,125                                    | 22,475                              
|Other Assets                                                                         |                                           |                                     
|Movie costs                                                                          | 193,021                                   | 193,021                             
|Total Other Assets                                                                   | 193,021                                   | 193,021                             
|Total Assets                                                                         | $ 214,156                                 | $ 215,689                           
|LIABILITIES AND CAPITAL                                                              |                                           |                                     
|Liabilities                                                                          |                                           |                                     
|Accrued expenses                                                                     | $ 3,100                                   | $ 2,500                             
|Stockholders' Equity                                                                 |                                           |                                     
|Additional Paid in Capital                                                           | 230,498                                   | 230,498                             
|Common Stock - shares authorized 25,000,000;
shares issued and outstanding 3,702,000 | 3,702                                     | 3,702                               
|Deficit accumulated during development stage                                         | (23,144)                                  | (21,011)                            
|Total Stockholders' Equity                                                           | 211,056                                   | 213,189                             
|Total liabilities and stockholders' equity                                           | $ 214,156                                 | $ 215,689                           

The accompanying notes are an integral part of this statement



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HOLLYWOOD ENTERTAINMENT NETWORK, INC.



|                                              | For the three months endedMarch 31, 2000 | For the three months
EndedMarch 31, 1999 | From inception
ToMarch 31, 2000
|--------------------------------------------- | ---------------------------------------- | ---------------------------------------- | -------------------------------
|Revenue                                       | $ -0-                                    | $ -0-                                    | $ -0-                          
|Operating Expenses                            |                                          |                                          |                                
|Marketing                                     | -0-                                      | 4,600                                    | 6,170                          
|Legal and Accounting                          | 600                                      | 1,500                                    | 4,575                          
|Depreciation                                  | 1,350                                    | 1,350                                    | 5,875                          
|Other operating expenses                      | 183                                      | 3,292                                    | 3,524                          
|Rent                                          | -0-                                      | 3,000                                    | 3,000                          
|Total Operating Expenses                      | 2,133                                    | 13,742                                   | 23,144                         
|                                              |                                          |                                          |                                
|Net Loss                                      | (2,133)                                  | (13,742)                                 | (23,144)                       
|                                              |                                          |                                          |                                
|Beginning Retained Deficit                    | (21,011)                                 | (4,028)                                  | -0-                            
|                                              |                                          |                                          |                                
|Deficit accumulated during
development stage  | $ (23,144)                               | $ (17,770)                               | $ (23,144)                     
|                                              |                                          |                                          |                                
|Loss per share:                               |                                          |                                          |                                
|Basic                                         | $ .0006                                  | $ .003                                   | $ .0063                        
|Diluted                                       | $ .0006                                  | $ .003                                   | $ .0063                        
|                                              |                                          |                                          |                                
|Weighted Average number of Shares outstanding | 3,702,000                                | 3,702,000                                | 3,702,000                      

The accompanying notes are an ntegral part of this statement



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HOLLYWOOD ENTERTAINMENT NETWORK, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS



|                                               | For the three months
Ended
March 31, 2000 | For the three months
Ended
March 31, 1999 | From inception
To
March 31, 2000
|---------------------------------------------- | ----------------------------------------- | ----------------------------------------- | --------------------------------
|Cash Flows from Operating Activities:          |                                           |                                           |                                 
|Net loss                                       | $ (2,133)                                 | $ (13,742)                                | $ (23,144)                      
|Depreciation                                   | 1,350                                     | 1,350                                     | 5,875                           
|Change in accounts payable                     | 600                                       | 2,500                                     | 3,100                           
|Net cash provided used by Operating Activities | (183)                                     | (9,892)                                   | (14,169)                        
|                                               |                                           |                                           |                                 
|Cash Flows from Investing Activities:          |                                           |                                           |                                 
|Investment in movie costs - cash               | -0-                                       | (6,021)                                   | (6,021)                         
|Investment in movie costs - stock              | -0-                                       | -0-                                       | (187,000)                       
|Investment in property - stock                 | -0-                                       | -0-                                       | (27,000)                        
|                                               | -0-                                       | (6,021)                                   | (220,021)                       
|Cash Flows from Financing Activities:          |                                           |                                           |                                 
|Issuance of common stock for cash              | -0-                                       | -0-                                       | 20,200                          
|Issuance of common stock for movie costs       | -0-                                       | -0-                                       | 187,000                         
|Issuance of common stock for property          | -0-                                       | -0-                                       | 27,000                          
|                                               | -0-                                       | -0-                                       | 234,200                         
|Net Increase (Decrease) in Cash                | (183)                                     | (15,913)                                  | 10                              
|Cash at beginning of period                    | 193                                       | 16,172                                    | -0-                             
|Cash at End of period                          | $ 10                                      | $ 259                                     | $ 10                            
|Supplemental disclosures:                      |                                           |                                           |                                 
|Interest paid                                  | $ -0-                                     | $ -0-                                     | $ -0-                           
|Income taxes paid                              | $ -0-                                     | $ -0-                                     | $ -0-                           

The accompanying notes are an Integral part of this statement



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HOLLYWOOD ENTERTAINMENT NETWORK, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
From Inception to March 31, 2000



|                                 | CommonShares | Deficit
Accumulated
During
DevelopmentStage
|-------------------------------- | ------------ | -------------------------------------------
|Balances at
December 31, 1998    | 3,702,000    | $ 234,200                                  
|                                 |              |                                            
|Net loss                         | -0-          | -0-                                        
|                                 |              |                                            
|Balances at
March 31, 1999       | 3,702,000    | 234,200                                    
|                                 |              |                                            
|Net loss                         | -0-          | -0-                                        
|                                 |              |                                            
|Balances at
December 31, 1999    | 3,702,000    | 234,200                                    
|                                 |              |                                            
|Net loss                         | -0-          | -0-                                        
|                                 |              |                                            
|Balances as at
December 31, 1999 | 3,702,000    | $234,200                                   

The accompanying notes are an integral part of this statement



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HOLLYWOOD ENTERTAINMENT NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31,2000

Note A - Summary Of Significant Accounting Policies

Hollywood Entertainment Network, Inc. ("HENI" or the "Company"), a Nevada Corporation Incorporated on September 24, 1998, is a development stage company with a principal business objective to operate as an independent film company in the
business of motion picture production and distribution. The Company plans to initially focus on the development and final production of motion pictures and full-length video features. Because the Company is considered a development stage company the
accompanying financial statements are presented in accordance with SFAS 7 for development stage companies.

On September 25, 1998, two (2) founding shareholders purchased three million five hundred thousand (3,500,000) shares of the Company's authorized treasury stock for cash. This original stock offering was made pursuant to Section 4(2) of
the Securities Act of 1933, as amended.

In December of 1998, the Company completed an offering of two hundred two thousand (202,000) shares of the Common Stock of the Company to approximately fifty-three (53) unaffiliated shareholders. This offering was made in reliance upon
an exemption from the registration provisions of Section 4(2) of the Securities Act of 1933, as amended, pursuant to Regulation D, Rule 504 of the Act.

As of the date of these audited financials, the Company has three million seven hundred two thousand (3,702,000) shares of its $0.001 par value common voting stock issued and outstanding which are held by approximately fifty five (55)
shareholders of record.

A summary of the Company's significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows:

Property and Equipment - Depreciation on property and equipment is provided by charges to income using the straightline method over the estimated life of the respective assets, ranging generally from 5 to 7 years. Amortization of
leasehold improvements is provided over the life of the respective leasehold.

Income Taxes - Timing differences in reporting transactions for financial and tax purposes result in the recognition of deferred income taxes.

Cash and Cash Equivalents - For the purpose of the statement of cash flows, the Company considers all cash and certificates of deposit with an original maturity of months or less to be cash equivalents.

Advertising - The company accounts for its advertising costs as nondirect response advertising. Accordingly, advertising costs are expensed ad incurred.



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HOLLYWOOD ENTERTAINMENT NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000

Note A - Summary Of Significant Accounting Policies(continued)

Earnings Per Share - The company computes earnings per share using the weighted average number of shares of common stock outstanding.

Dividends - The company has not yet adopted any policy regarding the payment of dividends. No dividends have been paid since inception.

Use of Estimates - Management of the company has made certain estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial
statements in accordance with generally accepted accounting principles. Actual results could differ from these estimates.

Start-Up Costs - The company has accounted for certain start-up costs such as Website design, accounting, etc. as expenses per Statement of Position 98-5.



Note B - Related Party Transactions

The shareholders had previously produced certain movies that are either near completion or complete and ready for distribution. They have contributed these to the company at a cost of $187,000 in exchange for common stock, Note
E. The company has estimated that future revenue from these movies will be approximately $950,000.

This shareholder has also placed production equipment, cameras, editing equipment valued at $25,000 and office furniture and equipment valued at $2,000 into the company in exchange for common stock.

This company neither owns nor leases any real or personal property at this time. The officers and directors of the company are involved in other business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the company and their other business interests. The company has not formulated a policy for the resolution of such conflicts.

Note C - Property And Equipment

Property and equipment is stated at cost and consists of the following:



|                         | March 31, 2000 | December 31, 1999
|------------------------ | -------------- | -----------------
|                         |                |                  
|Production equipment     | $25,000        | 25,000           
|Office furniture         | 2,000          | 2,000            
|                         | 27,000         | 27,000           
|Accumulated depreciation | 5,875          | 4,525            
|                         | $21,125        | 22,475           





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HOLLYWOOD ENTERTAINMENT NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000

Note D - Common Stock

The company is authorized to issue 25,000,000 of common stock having a par value of $.001. 3,500,000 shares have been issued to officers of the corporation in exchange for certain assets, Note B.

On November 21, 1998 the company conducted a limited public offering of common stock pursuant to Regulation D, Rule 504 of the Securities Act of 1933 and sold 202,000 shares of its $.001 Par value common stock for cash of $20,200.00.



Note E - Going Concern

The company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. However, the company has had limited sources of revenue. Without realization of additional capital, it would be unlikely for the company to continue as a going concern. It is management's plan to seek to raise additional capital via a private
placement of funds.

Note F - Movie Costs

Movie costs consist of costs for movies that are in various stages of production. As noted in Note B the shareholder contributed these at cost in exchange for stock in the company. Production costs in the amount of $187,000 were
incurred by the shareholder as a sole proprietor; costs of $6,321 were incurred by the Company. When revenues are earned on these movies, costs will be amortized under the individual film forecast method. Estimated gross revenues will be determined based
on the particular markets that the films are shown in. To date estimated gross revenue has not been determined and no revenue has been collected on these movies. Because no revenue has been collected no amortization has been deducted in these financial
statements.

Originally these movies were contributed to the Company by the shareholder at an estimated market value instead of cost. To make the financial statements easier to understand the shareholder and Company agreed to restate the amount to
the costs expended by the shareholder.

Note G - Change in Accounting Principle

The Company previously recorded movie costs that were contributed by a shareholder at an estimated market value. To make the financial statements easier to understand the Company has restated this amount to the actual costs that the shareholder
expended and retitled the amount as "movie costs". Previously the Company reported "movie rights" of $500,000, these have been reduced to an amount of $187,000 with a corresponding reduction in common stock issued. This change does not affect net income
or retained earnings. It will affect future years net income because the amortization of these costs will be lower due to a lower book value.



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Hollywood Entertainment Network, Inc.

Item 2. Management's Discussion and Analysis or Plan of Operation



General

Hollywood Entertainment Network, Inc. ("Hollywood Entertainment" or the "Company"), a Nevada corporation incorporated on September 24, 1998, is a developmental stage company with a principal business objective to operate as an independent film
company in the business of motion picture production and distribution. The Company plans to initially focus on the development and final production of motion pictures and full-length video features.

Hollywood Entertainment has limited operating history and its success depends upon management's ability to expand upon and develop its 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.

Plan of Operation

Management 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 and distribute. If the Company is
unable to produce and distribute movies, and subsequently not be able to generate revenues from such movies, however, management believes that Hollywood Entertainment 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. 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. Hollywood Entertainment 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.

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 and going concern. 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 movie product could force the Company out of business.

Results of Operations

Period from January 1, 2000 to March 31, 2000

Revenues. As of March 31, 2000, the Company has not generated any revenues. Activities to date have been limited primarily to (1) organization, (2) initial capitalization, (3) finding and securing a management team and board of directors,
(4) the development of a business plan, (5) commencing with initial operational plans, (6) maintaining its reporting requirements with the SEC according to Sections 12(g) and Sections 13 or 15(d) and (7) commencement of trading on the NASD OTCBB®.

Initially, Hollywood Entertainment raised capital via an offering of common stock made in reliance upon an exemption from the registration provisions of the Securities Act of 1933 in accordance with Regulation D, Rule 504. The Company raised initial
capitalization in the amount of $20,200 USD. As a start-up and development stage company, Hollywood Entertainment has no new movie products or services to announce other than those previously announced in its Registration Statement on Form 10-SB.

Expenses. Hollywood Entertainment incurred expenses for the first quarter operating period of $2,133 USD. Approximately 63% of the Company's incurred expenses were due to the depreciation of certain capital assets.

Net Loss. Given that the Company has not realized any revenues and continued expenditures, Hollywood Entertainment experienced a net loss of $2,133 USD which has given the Company an accumulated deficit of $23,144 ending March 31, 2000.

Liquidity and Capital Resources

The Company has not generated any revenues. Without the realization of additional capital, it would be unlikely for the Company to continue as a going concern. Management plans to seek additional capital through a private offering of its
securities. The Company does not have significant cash or other material assets nor does it have an established source of revenue sufficient to cover its operating costs to allow it to continue as a going concern indefinitely. Until that time, the
officers have committed to advance the operating costs the company interest free. Management of Hollywood Entertainment has been unsuccessful at securing a distribution deal for the movies that it has produced.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.





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Part II - Other Information
Item 6. Exhibits



|Exhibit
Number | Name and/or Identification of Exhibit                                                                                                                                                                                                                     
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.             | Articles of Incorporation & By-Laws                                                                                                                                                                                                                       
|               | (a) Articles of Incorporation of the Company filed October 15, 1998. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the
Commission.
|               | (b) By-Laws of the Company adopted October 17, 1998. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission.                
|27.            | Financial Data Schedule                                                                                                                                                                                                                                   
|               | Financial Data Schedule of Hollywood Entertainment Network, Inc., ending March 31, 2000                                                                                                                                                                   





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Signatures

In accordance with the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Hollywood Entertainment Network, Inc.(Registrant)

Date: May 17, 2000

By: /s/Howard L. Allen, Secretary, Treasurer and Director