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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-KSB/A

(Mark One)

|X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   For the fiscal year ended December 31, 1998

| |  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 0-17001

                        Choices Entertainment Corporation
-------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

           Delaware                               52-1529536
  -------------------------------     -------------------------------------
  (State or other jurisdiction of      (I.R.S. employer identification No.)
incorporation or organization)

           10770 Wiles Road, Coral Springs, Florida        33076-2009
    ----------------------------------------------------- ------------
          (Address of principal executive offices)        (Zip Code)

         Issuer's telephone number, including area code: (954) 752-4289

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

         Securities registered under Section 12(b) of the Exchange Act:
                                      None
                                     ------

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.01 per share.
                     ---------------------------------------
                                (Title of class)

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         Check whether the issuer (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       No X
   ---      ---

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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. [X]

         Issuer's revenues for the year ended December 31, 1998: $49,508

         Aggregate market value of the voting stock held by non-affiliates of
the registrant based upon a price of $ .013 per share, the average of the
inside bid and ask prices of the registrant's Common Stock at April 15, 1999:
$246,672.

For purposes of this calculation, all directors and officers of the
registrant have been considered affiliates.

Number of outstanding shares of  Common Stock at April 15, 1999: 22,004,395
shares.

Transitional Small Business Disclosure Format (check one): Yes       No  X
                                                               ---      ---


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                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                              CHOICES ENTERTAINMENT CORPORATION

    Date: July 12, 1999                     By: /s/ James D. Sink
          -------------                    -----------------------------------
                                                   James D. Sink
                                            Interim Chief Executive Officer


                                            By: /s/ George Pursglove
                                           -----------------------------------
                                                 George Pursglove
                                            Interim Chief Financial Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

/s/ James D. Sink                                             July 12,1999
--------------------------------------
James D. Sink
Chairman of the Board of Directors

/s/ George Pursglove                                          July 12, 1999
--------------------------------------
George Pursglove
Director

/s/ Thomas Renna
--------------------------------------                        July 12,1999
Thomas Renna
Director

                                      -20-

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                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit     Description of Exhibit
  No.       ----------------------
<S>         <C>
 3(a)       Certificate of Incorporation, as amended (1)
  (b)       Certificate of Designations of Series C Preferred Stock,
                     as amended (2)
  (c)       By-Laws, as amended (3)
 4          Form of certificate evidencing shares of
                     Common Stock (4)
10(a)       Stock Option and Appreciation Rights
                     Plan of 1987(4)
  (b)                Form of Long-Term Management Incentive
                     Stock Option Agreement (5)
  (c)                Form of 1991 Management Option Agreement (5)
  (d)                Consulting Agreement between Registrant and Ronald
                     W.Martignoni(6)
  (e)                Severance Benefits Agreement, as amended,
                     between Registrant and Lorraine E. Cannon (7)
  (f)       Form of 1994 Management Option Agreement (7)
  (g)                Non-Employee Director Stock Option Agreement
                     between Registrant and Fred E. Portner (8)
  (h)       Non-Employee Director Stock Option Agreement
                     between Registrant and Fred E. Portner (9)
  (i)       Non-Employee Director Stock Option Agreement
                     between Registrant and James D. Sink (9)
  (j)       Asset Purchase Agreement, dated December 16, 1996, as
                     amended, between West Coast Entertainment Corporation
                     and Registrant (10)
23          Consent of Miller and Co. (11)
27          Financial Data Schedule (11)
</TABLE>

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

(1)      Filed as an Exhibit to Registrant's Registration Statement on Form S-8
         (File No. 33-87016) and incorporated herein by reference.

(2)      Filed as an Exhibit to Registrant's 1996 Annual Report on Form 10-KSB,
         and incorporated herein by reference.

(3)      Filed as an Exhibit to Registrant's 1992 Annual Report on Form 10-K and
         incorporated herein by reference.

(4)      Filed as an Exhibit to Registrant's Registration Statement on Form S-1,
         inclusive of Post-Effective Amendment No. 1 thereto (File No.:
         33-198983) and incorporated herein by reference.

                                       E-1

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(5)      Filed as an Exhibit to Registrant's Post-Effective Amendment No. 1 to
         Form S-1 Registration Statement (File No.: 33-32396), and incorporated
         herein by reference.

(6)      Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB,
         for the quarter ended September 30, 1997, and incorporated herein by
         reference.

(7)      Filed as an Exhibit to Registrant's 1993 Annual Report on Form 10-K,
         and incorporated herein by reference.

(8)      Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB,
         for the quarter ended March 31, 1996, and incorporated herein by
         reference.

(9)      Filed as an Exhibit to Registrant's Quarterly Report on Form 10-QSB,
         for the quarter ended March 31, 1997, and incorporated herein by
         reference.

(10)     Filed as an Exhibit to Registrant's definitive Proxy Statement, dated
         February 11, 1997, with regard to a Special Meeting of Stockholders
         held on March 12, 1997, as further amended by Second and Third
         Amendments thereto filed as Exhibits to Registrant's Forms 8-K, dated
         April 28, 1997, and May 29, 1997, all of which Exhibits are
         incorporated herein by reference.

(11)     Filed herewith.

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