<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                  FORM 10-QSB/A

                                   (MARK ONE)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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                   (IRS EMPLOYER
          INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

                10770 WILES ROAD
              CORAL SPRINGS, FLORIDA                         33076-2009
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)


                                 (954) 752-4289
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15 (d) of the Exchange Act during the past 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]

As of May 19, 1999, 22,004,395 shares of Common Stock were outstanding.

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

<PAGE>


                          PART I: FINANCIAL INFORMATION

Item 1.   Financial Statements


                        CHOICES ENTERTAINMENT CORPORATION
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                  June 30,       December 31,
                                                   1998             1997
                                                 -------------    -------------
<S>                                              <C>              <C>
ASSETS:
Current Assets:
  Cash                                           $       9,377    $     197,117
  Accounts receivable                                   15,000            1,123
                                                 -------------    -------------
Total Current Assets                             $      24,377          198,240
Equipment, net                                           3,147            3,631
Other assets                                     $         125              125
                                                 -------------    -------------

TOTAL ASSETS                                     $      27,649    $     201,996
                                                 -------------    -------------
                                                 -------------    -------------

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
  Accounts payable                               $      11,461    $      33,104
Accrued merger and acquisition expense                 353,799          353,799
Accrued professional fees                               48,094          129,758
Accrued salaries                                                          2,859
Other accrued expenses                                   5,415            5,419
                                                 -------------    -------------
  Total Current Liabilities                            418,772          524,938
                                                 -------------    -------------
Stockholders' Deficit:
  Preferred Stock, par value $.01 per share:,
  Authorized 5,000 shares:  109 shares issued
  and outstanding in 1998 and 1997
Common Stock, par value $.01 per share: 
  Authorized 50,000,000 shares:
  22,004,395 shares issued and
  outstanding in 1998 and 1997                         220,044          220,044
 Additional paid-in-capital                         21,236,035       21,236,035
 Accumulated deficit                               (21,847,204)     (21,779,022)
                                                 -------------    -------------
      Total Stockholders' Deficit                     (391,123)        (322,941)
                                                 -------------    -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $      27,649    $     201,996
                                                 -------------    -------------
                                                 -------------    -------------
</TABLE>

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<PAGE>


                        CHOICES ENTERTAINMENT CORPORATION
                               STATEMENTS OF LOSS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                             For the Three Months        For the Six Months
                                                 Ended June 30,            Ended June 30,
                                               1998         1997          1998         1997
                                            ----------   ----------   ----------   ----------
<S>                                         <C>          <C>          <C>          <C>
Operating costs and expenses:
Selling and administrative expenses         $   23,153   $   43,598   $   59,331   $   72,117
 Professional/consulting expenses               18,740       61,210       49,401      126,441
 Depreciation and amortization                     403        9,792          484       19,584
                                            ----------   ----------   ----------   ----------
                                                42,296      114,600      109,216      218,142

Other expenses:
Settlement                                      10,000                    40,000
Interest expense(income),                           84       17,429        1,034       34,490
                                            ----------   ----------   ----------   ----------
                                               (10,084)      17,429       41,034       34,490
Loss from continuing operations                (32,212)    (132,029)     (68,182)    (252,632)
Discontinued operations--Note 4
  Loss from discontinued operations                        (256,161)                 (303,785)
  Gain on sale of discontinued
   Operations net of tax of $13,092                       1,312,045                 1,312,045
Gain (loss)from discontinued operations                   1,055,884                 1,008,260
                                            ----------   ----------   ----------   ----------
Net income (loss)                           $  (32,212)  $  923,855   $  (68,182)  $  755,628

Net income (loss) per share of common stock--Note 2:
  Primary income (loss) per share
     Continuing operations                  $   --       $    (0.01)  $     -      $    (0.01)

     Discontinued operations                $   --       $     0.05   $     -      $     0.05

Fully diluted income (loss) per share:      
     Continuing operations                  $   --       $    (0.01)  $     -      $    (0.01)

     Discontinued operations                $   --       $     0.04   $     -      $     0.04
</TABLE>


                        CHOICES ENTERTAINMENT CORPORATION
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
                     FOR THE SIX MONTHS ENDED JUNE 30, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
Preferred Stock                         Common Stock           Additional paid-in        Accumulated Deficit
(Shares)                           (Shares)      (Amount)           Capital
<S>                                <C>           <C>           <C>                       <C>
Balance at December 31, 1997:

109.0                              22,004,395    $ 220,044     $21,236,035               $(21,847,204)

Net income for the 6 months ended June 30, 1998                $(68,182)
</TABLE>


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                        CHOICES ENTERTAINMENT CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                       June 30,
                                                               ------------------------
                                                                  1998         1997
                                                               ---------    -----------
<S>                                                            <C>          <C>
Cash Flows From Operating Activities:
Net income (loss)                                              $ (68,182)   $   755,628
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization                                        484        480,015
     Gain on sale of assets, net of tax (Note 4)                             (1,312,045)
     Cost of rental films sold                                                  121,342
     Loss on disposal of rental films                                            82,125
     Videocassette and inventory reserves                                         7,667

   Change in assets and liabilities:
     Increase in cash held in escrow                                          (243,000)
     (Increase) decrease in accounts receivable                  (13,877)        4,126
     (Increase) decrease in merchandise inventories                             62,584
     (Increase) decrease in prepaid expenses                                    16,183
     Increase in other deferred expenses                                         1,762
     Increase (decrease) in accounts payable                     (21,642)     (588,807)
     Decrease in accrued merger and acquisition expenses                       (50,550)
     Increase (decrease) in accrued professional fees            (81,664)     (104,114)
     Decrease in deferred revenue                                              (27,797)
     Decrease in accrued salaries                                 (2,859)      (37,635)
     Decrease in accrual for lease cancellation
     and litigation reserves                                                    (1,250)
     Increase (decrease) in other accrued expenses                            (158,648)
                                                               ---------   -----------
    Total adjustments                                           (119,557)   (1,748,042)

Net cash provided (used in) operating activities                (187,740)     (992,414)
                                                               ---------   -----------
   Cash Flows From Investing Activities:
     Purchase of equipment, net
     Purchase of videocassette rental films
     Net proceeds from sale of assets (Note 4)
   Net cash provided (used in) investing activities
                                                               ---------   -----------

   Net increase (decrease) in cash                              (187,740)

   Cash at end of period                                       $   9,377   $
                                                               ---------   -----------
                                                               ---------   -----------

   Supplemental Disclosure of cash flow information:
     Cash paid during the period for interest                  $       0   $         0
</TABLE>

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Note 1.   BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

     The financial information included herein for the three-month and 
six-month periods ended June 30, 1998 and 1997 and as of June 30,1998, and 
December 31, 1997, are unaudited. In addition, the financial information does 
not include all disclosures required under generally accepted accounting 
principles because certain note information has been omitted; however, such 
information reflects all adjustments which are, in the opinion of management, 
necessary for a fair statement of the results of the interim periods and such 
adjustments are of a normal recurring nature. The results of operations for 
the six-month period ended June 30, 1998, are not necessarily indicative of 
the results to be expected for the full year.

Note 2.   NET INCOME (LOSS) PER COMMON SHARE

     Primary income per share for the three-month and six-month periods ended 
June 30, 1998 was computed by dividing the net income by the weighted average 
number of common shares outstanding during the periods.

     Fully diluted income per share for the three-month and six-month periods 
ended June 30, 1998, was computed by dividing the net income by the weighted 
average number of common shares outstanding during the periods, as well as 
the number of common shares that would be outstanding as a result of the 
conversion of the Company's preferred stock.

<TABLE>
<CAPTION>
                                           Three Months Ended June 30,       Six Months Ended June 30,
                                               1997            1998            1997             1998
<S>                                        <C>             <C>              <C>              <C>
Number of shares used in calculation:
   Primary dilution                        22,004,000      22,004,000       22,004,000       22,004,000

   Full dilution                           24,372,000      24,372,000       24,372,000       24,372,000
</TABLE>


Note 3. LIQUIDITY

     As previously reported, on June 16, 1997, the Company sold substantially 
all of its assets and business to West Coast Entertainment Corporation, 
("West Coast"). Notwithstanding the sale of its operating business, the 
Company's financial statements included herein have been presented on the 
basis that the Company is a going concern, which contemplates the realization 
of assets and the satisfaction of liabilities in the normal course of business

     The Company's viability for the foreseeable future is and will continue 
to be dependent upon its ability to find other business opportunities, to 
secure needed capital and to successfully conclude existing litigation. No 
assurance can be given that the Company will be successful in that regard. In 
the event the Company is not successful, it is unlikely that there would be 
any amounts available for distribution to the Company's stockholders.

Note 4.   WEST COAST TRANSACTION AND DISCONTINUED OPERATIONS

     As previously reported, the Company consummated the previously announced 
sale of substantially all of its assets to West Coast on June 16, 1997. The 
consideration for the assets sold consisted entirely of cash in the amount of 
$2,430,000. A substantial portion of the proceeds was used to reduce a 
portion of the Company's liabilities at closing. In addition, $243,000 of the 
proceeds was escrowed with West Coast pursuant to the terms of the Asset 
Purchase Agreement between the Company and West Coast. The escrowed funds 
have been released to the Company and expended.


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<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

     The following is Management's discussion and analysis of certain 
significant factors which have affected the Company's financial condition, 
changes in financial condition, and results of operations. The discussion 
also includes the Company's liquidity and capital resources at June 30, 1998 
and later dated information, where practicable.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     As previously reported, on June 16, 1997, the Company sold substantially 
all of its assets and business to West Coast Entertainment Corporation, 
("West Coast"). Notwithstanding the sale of its operating business, the 
Company's financial statements included herein have been presented on the 
basis that the Company is a going concern, which contemplates the realization 
of assets and the satisfaction of liabilities in the normal course of 
business. The Company has no operations at the present, however, and has 
engaged in no business since at least June 16, 1998.

     Current Directors of the Company estimate that outstanding liabilities 
of the Company are approximately $420,000 and cash in the bank is 
approximately $9,000.

     The Company's viability for the foreseeable future is and will continue 
to be dependent upon its ability to find other business opportunities, to 
secure needed capital and to successfully conclude existing litigation. No 
assurance can be given that the Company will be successful in that regard. In 
the event the Company is not successful, it is unlikely that there would be 
any amounts available for distribution to the Company's stockholders.

     This Quarterly Report on Form 10-QSB contains forward looking 
information with respect to, among other things, plans, future events or 
future performance of the Company, the occurrence of which involve certain 
risks and uncertainties that could cause actual results or future events to 
differ materially from those expressed in any forward looking statements. 
These risks and uncertainties include, but are not limited to, the risks and 
uncertainties associated with adverse litigation, the ability to identify and 
conclude alternative business opportunities, and those risks and 
uncertainties detailed in the Company's filings with the Securities and 
Exchange Commission. Where any forward looking statement includes a statement 
of the assumptions or bases believed to be reasonable and are made in good 
faith, assumed facts or bases almost always vary from actual results, and the 
differences between assumed facts or bases and actual results can be 
material, depending upon the circumstances. Where, in any forward looking 
statement, the Company expresses an expectation or belief as to plans or 
future results or events, such expectation or belief is expressed in good 
faith and believed to have a reasonable basis, but there can be no assurance 
that the statement of expectation or belief will result or be achieved or 
accomplished. The words "believe", "expect" and "anticipate" and similar 
expressions identify forward looking statements.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     The Company is not aware of any pending legal proceedings to which the 
Company is a party or of which any of its property is the subject that has 
not been previously reported.

Item 6.  Exhibits
(a)  Exhibits.
     There are no exhibits other than Exhibit 27 (Financial Data Schedule) 
included as part of this report.

(b)  Reports on Form 8-K.
     The Company filed a Form 8-K dated June 16, 1998 which included disclosure
under Item 1. Change of Control of Registrant thereof.


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                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this amended report on Form 10QSB for 
the period ending June 30, 1998 to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                                            Choices Entertainment Corporation
                                                       (Registrant)


Date:   May 18, 1999                          By:

                                                /s/ George D. Pursglove
                                                ------------------------------
                                                George D. Pursglove, Interim
                                                   Chief Financial Officer




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