SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997
                                       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 O-28690

                           HOLLYWOOD PRODUCTIONS, INC.
             (Exact name of registrant as specified in its charter)

Delaware                             11-3871821
(State or other jurisdiction of      (I.R.S. Employer
Incorporation or organization)       Identification No.)

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

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

             Securities registered pursuant to Section 12(b) of the
                                    Act:
         Title of each class Name of each exchange on which registered
                                    NONE NONE

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.001 per share
                                (Title of Class)

                         Common Stock Purchase Warrants
                                (Title of Class)

     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 past 12
months (or for such  shorter  period that  registrant  was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

     Check  if no  disclosure  of  delinquent  filers  in  response  Item 405 of
Regulation  S-B is not  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-K
or any amendment to this Form 10-K [ ].

     The Registrant=s  revenues for its fiscal year ended December 31, 1997 were
$5,262,240.  The  aggregate  market  value of the voting stock on March 31, 1998
(consisting of Common Stock,  par value $.001 per share) held by  non-affiliates
was approximately $3,138,235, based upon the closing price for such Common Stock
on said date ($2.94),  as reported by a market maker.  On such date,  there were
2,336,944 shares of Registrant's Common Stock outstanding.



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                                   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 hereunto duly authorized on the 14th day of April, 1998.



HOLLYWOOD PRODUCTIONS, INC.



By: \s\ Harold Rashbaum
Harold Rashbaum,
Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933 as amended, this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

<S>                                         <C>                                                  <C>
\s\ Harold Rashbaum                         Chief Executive Officer,
Harold Rashbaum                             President and Director                               04/14/98
                                            (Principal Executive Officer)                        Date


\s\ Robert DiMilia                          Vice President, Secretary,                           04/14/98
Robert DiMilia                              and Director                                         Date



\s\ Alain A. Guillou, M.D.                  Director                                             04/14/98
Alain A. Le Guillou, M.D.                                                                        Date



\s\ James Frakes                            Director                                             04/14/98
James Frakes                                                                                     Date

</TABLE>