U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB

(Mark One)

[X]  Quarterly report under Section 13 or 15 (d) of the Securities  Exchange Act
     of 1934

For the quarterly period ended March 31, 2000

[ ]  Transition report under Section 13 or 15 (d) of the Exchange Act

For the Transition period from ________ to __________

                         Commission file number 0-92402
                 -----------------------------------------------

                          ON STAGE ENTERTAINMENT, INC.
--------------------------------------------------------------------------------
      (Exact Name of Small Business Registrant as Specified in Its Charter)

          NEVADA                                          88-0214292
--------------------------------                      -------------------
(State or Other Jurisdiction                          (I.R.S. Employer
of Incorporation or Organization)                     Identification No.)

4625 W. NEVSO DRIVE, LAS VEGAS, NEVADA                            89103
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (ZIP CODE)

                                 (702) 253-1333
                 ----------------------------------------------
                 Registrant's Telephone Number, Including Area Code

--------------------------------------------------------------------------------
            (Former Name, Former Address and Former Fiscal Year, if
                           Changed Since Last Report)

     Indicate by check whether the issuer: (1) has 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 [X]   No [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the registrant's  classes
of common equity, as of the latest practicable date.

         Class                             Outstanding at May 15, 2000
         -----                             ---------------------------
Common Stock, $0.01 par value                         7,226,808


<PAGE>


                  ON STAGE ENTERTAINMENT, INC. AND SUBSIDIARIES
<TABLE>

                                TABLE OF CONTENTS
                                                                                             PAGE NO.

<S>                                          <C>                                                <C>
Part I. Financial Information

       Item 1. Consolidated Financial Statements

                   Balance sheets...........................................................     1
                   Statements of operations.................................................     2
                   Statements of cash flows.................................................     3
                   Notes to financial statements............................................     4-6

       Item 2. Management's Discussion and Analysis
                   Of Financial Condition and Results of Operations.........................     7-12


Part II. Other Information


       Item 1. Exhibits and Reports on Form 8-K.............................................     13


Signatures..................................................................................     14


Index of Exhibit............................................................................     15

</TABLE>
<PAGE>
                          PART I. FINANCIAL INFORMATION

     This document contains certain forward-looking  statements that are subject
to  risks  and   uncertainties.   Forward-looking   statements  include  certain
information  relating to potential new show openings,  the potential markets for
On Stage's  productions,  the  expansion  of existing and  potential  gaming and
tourist  markets,  our exposure to various  trends in the gaming  industry,  our
restructuring  plans and the  benefits we  anticipate  from  restructuring,  our
business strategy, our outstanding litigation matters and the defenses available
to us,  the  seasonality  of our  business,  and  liquidity  issues,  as well as
information  contained  elsewhere in this report where  current  statements  are
preceded  by,   followed  by  or  include  the  words   "believes,"   "expects,"
"anticipates" or similar expressions.  For these statements, On Stage claims the
protection of the safe harbor for  forward-looking  statements  contained in the
Private Securities Litigation Reform Act of 1995. The forward-looking statements
in this  document  are subject to risks and  uncertainties  that could cause the
assumptions underlying the forward-looking  statements and the actual results to
differ materially from those expressed in or implied by the statements.

Item 1.  Consolidated Financial Statements

                  On Stage Entertainment, Inc. and Subsidiaries
                           Consolidated Balance Sheets

<TABLE>
                                                                                    December 31,          March 31,
                                                                                        1999                2000
                                                                                    -------------         ----------
<S>                                                                                      <C>                  <C>
                                      Assets                                                              (Unaudited)
Current assets
      Cash and cash equivalents.............................................        $    374,587             430,973
      Accounts receivable, net..............................................           1,249,619           1,180,881
      Inventory.............................................................             234,579             215,422
      Deposits..............................................................             198,523             402,684
      Prepaid and other assets..............................................             238,274             302,030
    Notes receivable from officers (Note).. ................................             117,906             226,887
                                                                                     -------------        -----------
               Total current assets.........................................           2,413,488           2,758,877
                                                                                     -------------        -----------
Property, equipment and leasehold improvements..............................          23,720,804          16,542,215
Less:  Accumulated depreciation and amortization............................          (5,176,244)         (5,112,133)
                                                                                     -------------        -----------
Property, equipment and leasehold improvements, net.........................          18,544,560          11,430,082
                                                                                     -------------        -----------
Direct acquisition costs (Note 3)...........................................             597,328                   -
Deferred financing costs, net of amortization of  $108,813 and $214,976.....             927,190             899,191
                                                                                     -------------        -----------
                                                                                    $ 22,472,566        $ 15,088,150
                                                                                     =============        ===========
                       Liabilities and Stockholders' Equity
Current liabilities
    Working capital line (Note).............................................        $    459,162             296,326
    Accounts payable and accrued expenses...................................           1,444,878           1,692,706
    Accrued payroll and other liabilities...................................           3,937,935           4,651,097
    Current maturities of long-term debt....................................          15,398,282          15,398,282
    Note payable to employee (Note).........................................                   -             20,0000
                                                                                     ------------         -----------
    Total current liabilities...............................................        $ 21,240,257        $ 22,058,411
                                                                                     ------------         -----------
Long-term debt, less current maturities.....................................              30,773              26,360
                                                                                     ------------         -----------
    Total liabilities and long-term debt....................................          21,271,030          22,084,771
                                                                                     ------------         -----------

Commitments and contingencies (Note 5)

Stockholders' equity (deficiency)
     Preferred stock, par value $1 per share, 1,000,000 shares
         authorized; none issued and outstanding............................                  -                    -
     Common stock, par value $0.01 per share; authorized 25,000,000
          Shares; 7,226,808 shares issued and outstanding...................             72,268               72,268
    Additional paid-in-capital..............................................         11,430,336           11,430,336
     Accumulated deficit....................................................        (10,291,068)         (18,499,225)
                                                                                    ------------         ------------
          Total stockholders' equity (deficiency)...........................          1,211,536           (6,996,621)
                                                                                    ------------         ------------
                                                                                    $22,482,566         $ 15,088,150
                                                                                    ============         ============
</TABLE>
                 See notes to consolidated financial statements

                                        1

<PAGE>
                  On Stage Entertainment, Inc. and Subsidiaries
                      Consolidated Statements of Operations

<TABLE>
                                                                                      Three months ended
                                                                                          March 31,
                                                                                     ---------------------
                                                                                       1999          2000
                                                                                     --------      -------
                                                                                   (Unaudited)    (Unaudited)
<S>                                                                                    <C>             <C>
Net revenues....................................................................  $ 6,272,239    $ 6,105,757
Costs of revenues...............................................................    5,450,509      5,217,904
                                                                                   -----------     ----------
Gross profit....................................................................      821,730        887,853
Selling, general & administrative...............................................    1,045,916        595,015
Depreciation and amortization...................................................      250,067        941,471
Write down of assets held for sale and subject to foreclosure (Note 6)..........            -      6,861,719
                                                                                   -----------     ----------
 Operating loss.................................................................     (474,253)    (7,510,352)

Interest expense, net...........................................................      409,311        697,805
                                                                                   -----------     ----------
Net loss........................................................................   $ (883,564)   $(8,208,157)
                                                                                   ===========    ===========
Basic Loss per share............................................................   $    (0.12)   $     (1.14)
Diluted Loss per share..........................................................   $    (0.12)   $     (1.14)
                                                                                   ===========    ===========
Basic average of common shares outstanding......................................    7,565,683      7,226,808
                                                                                   ===========    ===========

Diluted average number of common shares outstanding.............................    7,565,683      7,226,808
                                                                                   ===========    ===========
</TABLE>















                 See notes to consolidated financial statements

                                        2

<PAGE>
                  On Stage Entertainment, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
                                                                                                Three months ended
                                                                                                     March 31,
                                                                                         -------------------------------
                                                                                           1999                   2000
                                                                                         ----------             --------
          <S>                                                                               <C>                   <C>
                                                                                        (Unaudited)           (Unaudited)

Cash flows from operating activities
       Net loss..............................................................          $   (883,564)         $ (8,208,157)
                                                                                        ------------           -----------
       Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation and amortization.......................................               387,552               941,471
         Write down of assets held for sale and subject to foreclosure.......                     -             6,861,719
         Increase (decrease) from changes in operating assets and liabilities
              Accounts receivable...............................                            145,544                68,738
              Inventory.........................................                             11,750                19,157
              Deposits..........................................                           (201,399)             (204,161)
              Prepaid and other assets..........................                            (63,597)              (63,756)
              Accounts payable and accrued expenses.............                           (774,700)              247,828
              Accrued payroll and other liabilities.............                            391,575               713,162
                                                                                        ------------           -----------
         Total adjustments...................................................              (103,275)            8,584,158
                                                                                        ------------           -----------
Net cash provided by (used in) operating activities..........................              (986,839)              376,001
                                                                                        ------------           -----------

Cash flows from investing activities
         Advances on notes receivable from officers..........................                (1,531)             (108,981)
         Payments received on notes receivable from officers.................                 2,008                     -
         Capital expenditures................................................               (12,718)              (63,387)
                                                                                        ------------           -----------
Net cash provided by (used in) investing activities..........................               (12,241)             (172,368)
                                                                                        ------------           -----------
Cash used in financing activities

      Payments under working capital line....................................                     -              (162,836)
      Repayment on long-term borrowing.......................................              (126,236)               (4,411)
          Cash received on note payable from officer / employee..............               100,000                20,000
          Issuance of common stock...........................................               100,050                     -
                                                                                        ------------           -----------
Net cash provided by (used in) financing activities..........................                73,814              (147,247)

Effect of exchange rate changes on cash and cash equivalents.................               196,754                     -
                                                                                        ------------           -----------
Net increase in cash and cash equivalents....................................              (728,512)               56,386
Cash and cash equivalents at beginning of period.............................             1,009,768               374,587
                                                                                        ------------           -----------
Cash and cash equivalents at end of period...................................          $    281,256           $   430,973
                                                                                        ============           ===========
Supplemental  disclosure  of cash flow  information  Cash paid during the period
  for:
    Interest.................................................................          $     53,195           $     7,299
                                                                                        ============           ===========
</TABLE>

                 See notes to consolidated financial statements

                                     3
<PAGE>

                  ON STAGE ENTERTAINMENT, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2000

(1)  Basis of Presentation

     The financial statements included in this report include the accounts of On
Stage  Entertainment,  Inc.,  a  publicly  traded  Nevada  corporation  and  its
subsidiaries:   Legends  in  Concert,  Inc.,  a  Nevada  corporation;  On  Stage
Marketing,  Inc.,  a Nevada  corporation;  On  Stage  Theaters,  Inc.,  a Nevada
corporation; Wild Bill's California, Inc., a Nevada corporation; Blazing Pianos,
Inc., a Nevada corporation;  King Henry's Inc., a Nevada  corporation;  On Stage
Merchandise,  Inc.,  a Nevada  corporation;  On  Stage  Events,  Inc.,  a Nevada
corporation; On Stage Casino Entertainment, Inc., a Nevada corporation; On Stage
Productions,  Inc., a Nevada corporation;  On Stage Theaters North Myrtle Beach,
Inc., a Nevada corporation; and On Stage Theaters Surfside Beach, Inc., a Nevada
corporation.

     In the  opinion  of the  management  of On Stage  Entertainment,  Inc.  and
Subisidaries (the "Company"),  the accompanying unaudited consolidated financial
statements include all normal adjustments considered necessary to present fairly
the financial  position as of March 31, 2000,  and the results of operations and
cash flows for the three months ended March 31, 2000 and 1999.  Interim  results
are not  necessarily  indicative  of results for a full year.  The  consolidated
financial  statements  and notes are presents as permitted by Form 10-Q,  and do
not contain certain information  included in the Company's audited  consolidated
financial statements and notes for the fiscal year ended December 31, 1999.

(2)      Going Concern

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming that On Stage will continue as a going concern,  which contemplates the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The carrying  amounts of assets and  liabilities  presented in the
financial  statements  do not  purport to  represent  realizable  or  settlement
values. However, On Stage has suffered recurring operating losses, has a working
capital deficit of $19,299,534,  and has defaulted on its long-term debt.  These
factors  raise  substantial  doubt  about the  ability  to  continue  as a going
concern.  The consolidated  financial  statements do not include any adjustments
that might result from the outcome of those uncertainties.

     On Stage has  historically met its working capital  requirements  through a
combination  of cash  flow  from  operations,  equity  and  debt  offerings  and
traditional bank financing. On Stage anticipate, based on our proposed plans and
assumptions  relating to our operations  that the current cash,  cash equivalent
balances,  anticipated  revenue from  operations  are  insufficient  to fund our
ongoing operations.

     Management  plans to  manage  short-term  liquidity  concerns  through  the
renegotiations of its expired working capital line,  capital leases and mortgage
facilities.  On Stage has either closed down or restructured  any business units
that are not  generating  positive cash flow.  In addition,  the we have lowered
selling,  general and  administrative  costs as a percent of net  revenues  from
16.7% for the quarter ended March 31, 1999, 9.7% for the quarter ended March 31,
2000 and  continues  to  downsize  and  restructure  its  selling,  general  and
administrative functions.

      In addition,  On Stage is continuing its efforts to secure working capital
for operations,  expansion and possible  acquisitions,  mergers, joint ventures,
and/or other business  combinations.  However, there can be no assurance that ON
Stage  will be able to secure  additional  capital  or that if such  capital  is
available,  whether the terms or conditions  would be acceptable to us. While we
are currently in settlement  negotiations  with ICCMIC and First  Security Bank,
there can be no assurance that we will be successful  with reaching a settlement
with either party.

(3)  Direct acquisition costs

     On March 31, 2000, the Company wrote off direct  acquisition costs totaling
$597,238, which had no future value.


                                        4
<PAGE>

(4)      Loss Per Share

     Statement of Financial  Accounting  Standard No. 128 ("SFAS 128")  provides
for the calculation of Basic and Diluted earnings per share.  Basic earnings per
share  includes no dilution  and is computed  by dividing  income  available  to
common  shareholders by the weighted average number of common shares outstanding
for the period.  Diluted  earnings per share reflect the  potential  dilution of
securities  that could share in the  earnings  of the  entity,  similar to fully
diluted  earnings per share.  SFAS 128 is effective for fiscal years and interim
periods after December 15, 1997. On Stage adopted this pronouncement  during the
fiscal year ended December 31, 1997.

     For the three months ended March 31, 1999,  potential  dilutive  securities
representing  896,550  outstanding  stock  options  and  2,724,917   outstanding
warrants are not included,  since their effect would be  anti-dilutive.  For the
three months ended March 31, 2000,  potential dilutive  securities  representing
1,225,000  outstanding stock options and 2,724,917  outstanding warrants are not
included, since their effect would be anti-dilutive.

(5)  Commitments and Contingencies

     On Stage is a party to various legal  proceedings in the ordinary course of
business.  While  there  can be no  assurance  that  any of  the  instituted  or
threatened  lawsuits  will be  settled  or  decided  in favor of On  Stage,  our
management  does not believe the final  resolution  of these matters will have a
material  adverse  effect  upon  the our  financial  condition  and  results  of
operations.

                                        5
<PAGE>
(6)  Subsequent Events

     Theater Foreclosures.  On May 1, 2000, we entered into a partial settlement
with our first mortgage lender,  Imperial Credit Commercial  Mortgage Investment
Corp.  ("ICCMIC"),  pursuant to which we agreed not to take  measures to prevent
ICCMIC from foreclosing upon the Fort Liberty and King Henry's Feast theaters in
exchange for: (1) an aggregate  credit of $9.0mm for its Fort Liberty  ($3.0mm),
King Henry's  Feast  ($4.0mm)  and Legends in Concert  Surfside  Beach  ($2.0mm)
theaters;  and (2) a thirty (30) day  extension  of time during which ICCMIC has
agreed: (i) to forego collection on its deficiency  judgment in Nevada; and (ii)
to extend the foreclosure date on the Legends in Concert Surfside Beach theater.
Additionally,  we have orally agreed with ICCMIC to temporarily operate the King
Henry's  and Fort  Liberty  Theaters  for an  indefinite  period of time and are
currently engaged in active negotiations with ICCMIC to resolve the issue of the
deficiency judgment.

(7)      Segment Information

     The Company derives its net revenues from five reportable segments:

o    Casinos. The Casinos segment primarily sells live theatrical productions to
     casinos  worldwide for a fixed fee. In addition,  this Casinos segment also
     operates our Legends show at the Imperial  Palace in Las Vegas,  Nevada and
     Biloxi, Mississippi and at Bally's Park Place in Atlantic City, New Jersey.
o    Theaters.  The Theaters segment owns and /or rents live theaters and dinner
     theaters  in urban and resort  tourist  locations  primarily  in the United
     States.  This Theaters  segment  derives  revenues from the sale of tickets
     along with food and  beverages  to patrons  who attend our live  theatrical
     productions.
o    Events. The Events segment sells live theatrical  productions to commercial
     clients,  which include corporations,  theme and amusement parks and cruise
     lines for a fixed  fee.  Revenues  generated  from the Events  segment  are
     included in the Casinos segment.
o    Merchandise.   The  Merchandise  segment  sells  merchandise  and  souvenir
     photography  products  to patrons  who attend our  Casinos,  Theaters,  and
     Events productions.  Revenues generated from the merchandising  segment are
     included in the Theaters segment.
o    Production  Services.  The  Production  Services  segment  sells  technical
     equipment  and services to  commercial  clients.  However,  the  Production
     Services segment's primary focus is to provide technical support for all of
     the Casinos, Theaters, Events and Merchandise segments.


                                        6
<PAGE>
      The accounting policies of the reportable  operating segments are the same
as  those  described  in the  Summary  of  Accounting  Policies.  The  Company's
management  evaluates the  performance of its operating  segments based upon the
profit or loss from operations.

     The Company's reportable segments are strategic business units because each
business unit services a different market or performs a specialized  function in
support of a given market.

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

     The  following  table  sets  forth  the  segment  profit/(loss)  and  asset
information

                       For the period ended March 31, 1999
<TABLE>

                                         -------------- -------------- ------------- ------------- ----------------
                                                                                                        Total
                                            Casino      Production       Theaters        OSE        Consolidated
                                         -------------- -------------- ------------- ------------- ----------------
<S>                                            <C>          <C>             <C>           <C>             <C>
Revenues from external customers........  $  2,589,886  $       1,877   $ 3,680,476   $         -   $  6,272,239

Interest expense........................  $          -  $       1,124   $   356,890   $    51,297   $    409,311

Depreciation and amortization...........  $     99,379  $      21,894   $    80,673   $    48,121   $    250,067

Segment profit (loss)...................  $    654,332  $    (193,905)  $  (718,413)  $  (625,578)  $   (883,564)

Segment assets..........................  $    961,971  $     554,348   $16,135,092   $ 5,411,566   $ 23,062,977

Additions to long-lived assets..........  $     38,831  $         653   $     1,388   $       316   $     41,188

</TABLE>

                       For the period ended March 31, 2000
<TABLE>
                                         -------------- -------------- ------------- ------------ ---------------
                                                                                                      Total
                                            Casino       Production      Theaters        OSE       Consolidated
                                         -------------- -------------- ------------- ------------ ---------------
<S>                                            <C>          <C>             <C>           <C>             <C>
Revenues from external customers.......  $  2,512,437    $    10,670   $ 3,582,650   $         -   $   6,105,757

Interest expense.......................  $      1,964    $         -   $   669,032   $    26,809   $     697,805

Depreciation and amortization..........  $    100,085    $    27,010   $   157,169   $   657,207   $     941,471

Segment profit (loss)..................  $    670,012    $  (202,243)  $(7,690,043)  $  (985,883)  $  (8,208,157)

Segment assets.........................  $  3,258,853    $   887,626   $10,539,141   $ 1,856,895   $  16,542,215

Additions to long-lived assets.........  $     61,575    $       532   $       431   $       849   $      63,387
</TABLE>






                                        7
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
     of Operation

Results of Operations

     The  following  tables sets forth,  the results of  operations by operating
divisions for the period indicated:
<TABLE>

                                         For the quarter ended March 31, 1999

                            -------------- ------------- -------------- --------------- ------------------ --------------
                                                                          Sub-Total
                                                                          Operating                            Total
                               Casino       Production     Theaters       Divisions            OSE         Consolidated
                            -------------- ------------- -------------- --------------- ------------------ --------------
<S>                              <C>            <C>            <C>            <C>              <C>                <C>
Net revenues.................$  2,589,886  $    1,877    $ 3,680,476    $  6,272,239       $         -     $  6,272,239

Cost of revenues.............$  1,644,778  $  172,764    $ 3,632,967    $  5,450,509       $         -     $  5,450,509
                            -------------- ------------- -------------- --------------- ----------------- --------------

Gross profit (loss)..........$    945,108  $ (170,887)   $    47,509    $    821,730       $         -     $    821,730

Selling, general &
administrative...............$    191,397  $        -    $   328,359    $    519,756       $    526,160    $  1,045,916
Depreciation &
amortization.................$     99,379  $   21,894    $    80,673    $    201,946       $     48,121    $    250,067
                            -------------- ------------- -------------- --------------- ----------------- --------------

Operating income (loss)......$    654,332  $ (192,781)   $  (361,523)   $    100,028       $   (574,281)   $   (474,253)

Interest expense, net........$         -   $    1,124    $   356,890    $    358,014       $     51,297    $    409,311

Net income (loss)............$    654,332  $ (193,905)   $  (718,413)   $   (257,986)      $   (625,578)   $   (883,564)
                            ============== ============= ============== =============== ================= ==============
</TABLE>
<TABLE>
                                                         For the quarter ended March 31,2000
                            -------------- ------------- -------------- --------------- ---------------- ---------------
                                                                           Sub-Total
                                                                           Operating                         Total
                                                              Theaters     Divisions          OSE         Consolidated
                               Casino      Production
                            -------------- ------------- -------------- --------------- ---------------- ---------------
<S>                              <C>           <C>              <C>           <C>              <C>              <C>
Net revenues.................$  2,512,437  $    10,670    $  3,582,650  $   6,105,757    $         -      $   6,105,757

Cost of revenues.............$  1,579,317  $   186,903    $  3,452,684  $   5,217,904    $         -      $   5,217,904
                            -------------- ------------- -------------- --------------- ---------------- ---------------

Gross profit (loss)..........$    933,120  $  (175,233)   $    129,966  $     887,853    $         -      $     887,853

Selling, general &
administrative...............$    161,059  $         -    $    132,089  $     293,148    $   301,867      $     595,015

Depreciation &
amortization.................$    100,085  $    27,010    $    157,169  $     284,264    $   657,207      $     941,471
Loss on write down of
assets.......................$          -  $         -    $  6,861,719  $   6,861,719    $         -      $   6,861,719
                            -------------- ------------- -------------- --------------- ---------------- ---------------

Operating income (loss)......$    671,976  $  (202,243)   $ (7,021,011) $  (6,551,278)   $  (959,074)     $  (7,510,352)

Interest expense, net........$       1964  $         -    $    669,032  $     670,996    $    28,809      $     697,805
                            -------------- ------------- -------------- --------------- ---------------- ---------------

Net income (loss)............ $   670,012  $  (202,243)   $ (7,690,043)  $  (7,222,274)     $   (985,883) $  (8,208,157)
                            ============== ============= ============== =============== ================ ===============
</TABLE>



                                       8

<PAGE>
Quarter Ended March 31, 1999 versus Quarter Ended March 31, 2000

     Net Revenues.  Revenues decreased by $166,000 or 2.7% to $6,106,000 for the
quarter ended March 31, 2000 compared to $6,272,000  for the quarter ended March
31,  1999.  The  Company's  revenue is  derived  from five  principal  operating
segments: Casinos, Events, Merchandise,  Productions and Theaters. Revenues from
Events and Merchandise are included in the Casino and Theater segments.

     Casino Entertainment revenues were approximately $2,512,000 for the quarter
ended March 31,  2000  compared to  $2,590,000  for the quarter  ended March 31,
1999,  a decrease of $78,000,  or 3.1%.  Contributing  to this  increase was the
addition of new show at the Imperial  palace in Biloxi,  Mississippi,  partially
offset by the  discontinuation of the following shows; a variety ice show at the
River Palms  Resort and Casino on Laughlin,  Nevada,  Taj Mahal Hotel and Casino
and Hilton Hotel and Casino both in Atlantic City

     Production revenues were approximately  $11,000 for the quarter ended March
31, 2000 compared to $2,000 for the quarter  ended March 31, 1999.  The increase
was attributable to equipment rentals.

     Theaters revenues were approximately $3,583,000 for the quarter ended March
31, 2000 compared to $3,680,000 for the quarter ended March 31, 1999, a decrease
of $97,000,  or 2.7%. This was primarily  attributable to the discontinuation of
the Legends show in Toronto.

     Costs of Revenues.  Total costs of revenues were $5,218,000 for the quarter
ended March 31, 2000 compared to $5,451,000  the quarter ended March 31, 1999, a
decrease  of  $233,000,  or 4.3%.  Costs of revenues  decreased  to 85.5% of net
revenues  for the  quarter  ended March 31,  2000,  as compared to 86.9% for the
quarter  ended March 31, 1999.  This  decrease in cost of sales as percentage of
revenues was primarily attributable to a change in the mix of our revenues.

     Selling,  General and Administrative.  Selling,  general and administrative
costs were  approximately  $595,000  for the  quarter  ended  March 31,  2000 as
compared to  $1,046,000  for the quarter  ended  March 31,  1999,  a decrease of
$451,000 or 43.1%.  Selling,  general and administrative costs decreased to 9.7%
of net revenues for the quarter  ended March 31, 1999,  as compared to 16.7% for
the quarter  ended  March 31,  1999,  which was  primarily  attributable  to the
downsizing and restructuring plan adopted on April 30,1999.

     Write down of Assets held for Sale and Subject to Foreclosure. On March 31,
2000,  the Company  recorded a write down of fixed assets subject to foreclosure
to reflect the assets at their net realizable value.

     Depreciation  and  Amortization.  Depreciation  and  amortization  for  the
quarter ended March 31, 2000 increased by $691,000, or 276.5% as compared to the
quarter ended March 31, 1999. The increase was primarily due to the write-off of
the direct acquisition costs.

     Operating Loss. The Company's  operating loss was approximately  $7,510,000
for the quarter ended March 31, 2000,  compared to an operating loss of $474,000
for the quarter ended March 31, 1998, an increase of $7,036,000, or 1,483.6%.

     Interest  Expense,  Net.  Interest  expense for the quarter ended March 31,
2000 increased by $288,000,  or 70.5% as compared to the quarter ended March 31,
1998. The increase was primarily due to interest on debt incurred from the Gedco
Acquisition.

     Income  Taxes.  The  Company  is a Nevada  corporation  with a  substantial
portion of revenue  and  income  derived in Nevada.  There are no state or local
income  taxes in Nevada.  The  Company  accrued  no  federal  income tax for the
quarter  ended  March 31,  2000.  At March 31,  1999 and 2000,  the  Company had
federal  net  operating  loss  carryforwards  of  approximately  $7,185,000  and
$16,613,689  respectively.  Under  Section  382 of the  Internal  Revenue  Code,
certain   significant  changes  in  ownership  that  the  Company  is  currently
undertaking may restrict the future utilization of these tax loss carryforwards.
The net  deferred  tax assets have a 100%  valuation  allowance,  as  management
cannot determine if it is more likely than not that the deferred tax assets will
be realized.

                                       9
<PAGE>
Seasonality and Quarterly Results

     The  Company's  business  has  been,  and is  expected  to  remain,  highly
seasonal,  with the majority of its revenue being generated during the months of
April through October.  Part of the Company's  business  strategy is to increase
sales in tourist  markets  that  experience  their peak  seasons  from  November
through  March,  so as  to  offset  this  seasonality  in  revenues.  The  Gedco
Acquisition  should  also help to  decrease  the  seasonality  of the  Company's
business since Gedco's revenue has historically been less seasonal.

     The  following  table sets forth the  Company's net revenue for each of the
last five quarters ended March 31, 2000:

<TABLE>
                                       Net Revenues ($ in thousands)

                                 March 31,             June 30,           September 30,       December 31,
<S>                                <C>                    <C>                  <C>               <C>
                                 ---------             --------           -------------       ------------
Fiscal 1999.............                $ 6,272              $ 7,403               $ 8,059             $ 7,819
Fiscal 2000.............                $ 6,106
</TABLE>

Liquidity and Capital Resources

General

     The Company has historically met its working capital requirements through a
combination  of cash  flow  from  operations,  equity  and  debt  offerings  and
traditional bank financing. The Company anticipates, based on its proposed plans
and assumptions relating to its operations (including  assumptions regarding the
anticipated  timetable  of its  new  show  openings  and  the  costs  associated
therewith),   that  the  Company's  current  cash,  cash  equivalent   balances,
anticipated  revenue from  operations  and its working  capital line will not be
sufficient to fund its current operations and contemplated  capital requirements
over the next 12  months.

Going Concern

     On Stage has suffered  recurring  operating  losses,  has a working capital
deficit of $19,299,534,  and has defaulted on its long-term debt.  These factors
raise  substantial  doubt about our ability to continue as a going concern.  The
consolidated  finanical  statements  do not include any  adjustments  that might
result  from the  outcome of those  uncertainties.  The report of the  Company's
independent  certified  public  accountants for the year ended December 31, 1999
contains an explanatory  paragraph  regarding the  uncertainity of the Company's
ability to continue as a going concern.

     Management  plans to  manage  short-term  liquidity  concerns  through  the
renegotiation  of its expired working capital line,  capital leases and mortgage
facilities.  The Company has either  closed down or  restructured  any  business
units that are not generating  positive cash flow. In addition,  the Company has
lowered selling,  general and administrative  costs as a percent of net revenues
from 16.7% for the quarter  ended  March 31,  1999,  9.7% for the quarter  ended
March 31, 2000 and continues to downsize and  restructure  its selling,  general
and administrative functions.

     In  addition,  the  Company is  continuing  its  efforts to secure  working
capital for  operations,  expansion and possible  acquisitions,  mergers,  joint
ventures, and/or other business combinations. However, there can be no assurance
that the  Company  will be able to  secure  additional  capital  or that if such
capital is available, whether the terms or conditions would be acceptable to the
Company. While we are currently in settlement negotiations with ICCMIC and First
Security  Bank,  there  can be no  assurance  that we will  be  successful  with
reaching a settlement with either party.

Cash Flows

     For the quarter ended March 31, 1999, the Company had net cash deficit used
by operations of approximately  $987,000.  As of March 31, 1999, the Company had
approximately  $281,000 in cash and cash equivalents.  The operating deficit was
primarily attributable to business seasonality.  For the quarter ended March 31,
2000, the Company had net cash provided by operations of approximately $376,000.
As of March 31, 2000,  the Company had  approximately  $431,000 in cash and cash
equivalents.  The cash provided by operations was primarily  attributable to the
write down of assets.

                                       10
<PAGE>
     The net cash used in investing  activities  for the quarter ended March 31,
1999 of $12,000,  was primarily  attributable to capital  expenditures.  The net
cash used in  investing  activities  for the  quarter  ended  March 31,  2000 of
$172,000,  was  primarily  attributable  to  advances  on note  receivable  from
stockholder, capital expenditures and direct acquisition costs.

     Net cash provided by financing  activities  for the quarter ended March 31,
1999 of $74,000,  was primarily  attributable to notes payable from officer, and
the  issuance of common  stock.  Net cash used in financing  activities  for the
quarter  ended  March  31,  2000 of  $147,000,  was  primarily  attributable  to
repayment of line of credit and long-term debt.

Working Capital

     At  March  31,  1999,  we had  working  capital  deficit  of  approximately
$19,827,000 which resulted primarily,  from an increase in the accrued expenses,
accrued  payroll  and  other  liabilities,  note  payable  to  officer,  and the
classification  of the ICCMIC mortgage loan as a current  liabilities.  At March
31, 2000 we had  working  capital  deficit of  approximately  $19,299,000  which
resulted  primarily,  from an increase in the accrued expenses,  accrued payroll
and other liabilities,  note payable to officer, and the classification of the
ICCMIC mortgage loan as a current  liabilities.

Working Capital Line

     In May 1997, First Security Bank of Nevada ("First Security") issued a line
of credit to the Company for up to $250,000. Borrowings under such facility bear
variable interest at 1.5% over the First Security Bank of Idaho's index (10% per
year as of the facility's  inception) and are due on demand.  John W. Stuart has
personally guaranteed the line of credit.

     On March 28,  1998,  First  Security  agreed to increase the line of credit
from $250,000 to $1,000,000  and the  expiration  date was extended to March 25,
1999. As of December 31, 1998,  the Company had drawn  $1,000,000 on the line of
credit.  As of March 31, 1999, the Company had failed to pay off any part of the
line of credit  and,  is in  default  under its  terms.  On April 29,  1999,  we
received a notice of default under the line of credit from First Security. As of
March 31, 2000, amounts owed under the line of credit was $297,000.

Capital Equipment Financing Commitment

     On September 29, 1997,  First Security  Leasing  Company  ("First  Security
Leasing"), a Utah corporation, approved the Company for a $1,000,000 lease line.
Advances under the lease line incur  interest at a rate of 9.75% per annum.  The
lease line has been utilized in the following  amounts:  $389,290,  $442,997 and
$167,713, commencing in April, 1998, April 1998 and May, 1998, respectively, and
terminating  on October,  2001,  September,  2001 and  November,  2001.  We also
received a notice of default  under this line on April 29, 1999. As of March 31,
2000, amounts owed under the lease line was $1,800,000.

                                       11
<PAGE>
Mortgage Financing Commitment

     As of October  7, 1998,  we  borrowed  an  aggregate  of  $14,150,000  from
Imperial Credit Commercial Mortgage Investment Corp.  ("ICCMIC").  While we made
our January, February and March 1999 payments under this loan after the due date
for those payments, no other payments under this loan have been made to date. As
a result of these  delinquencies,  we have  incurred  late  charges  and default
interest, which we have not paid.

     On  November 5, 1999,  we received a formal  demand from ICCMIC to pay them
the sum of $16,163,305 as a guarantor under the loan,  which  represented all of
the  indebtedness  due as of that date.  On November  12,  1999,  ICCMIC filed a
complaint against us in the District Court for Clark County,  Nevada,  alleging,
among other  things,  that we breached the  guaranty.  On December 10, 1999,  we
agreed  to allow  them to obtain a  judgment  against  us for the  amount of the
guaranty,  in return for  forbearance  on the  collection of this judgment until
March 31, 2000.  ICCMIC has extended the date for  collection  on this  judgment
until June 1, 2000.

     On May 1, 2000, we entered into a partial settlement with ICCMIC,  pursuant
to which we agreed not to take measures to prevent ICCMIC from  foreclosing upon
the Fort  Liberty  and King  Henry's  Feast  theaters in  exchange  for:  (1) an
aggregate  credit of $9.0mm for its Fort Liberty  ($3.0mm),  King Henry's  Feast
($4.0mm) and Legends in Concert  Surfside  Beach  ($2.0mm)  theaters;  and (2) a
thirty (30) day extension of time during which ICCMIC has agreed:  (i) to forego
collection  on its  deficiency  judgment  in  Nevada;  and  (ii) to  extend  the
foreclosure date on the Legends in Concert Surfside Beach theater. Additionally,
we have orally  agreed with ICCMIC to  temporarily  operate the King Henry's and
Fort Liberty Theaters for an indefinite period of time and are currently engaged
in active  negotiations  with  ICCMIC  to  resolve  the issue of the  deficiency
judgment.

      In the event that First Security Bank or ICCMIC enforces their  respective
rights  upon our  assets,  all or us or a portion  of our  property  and  assets
securing the credit facilities and mortgage  financing extended by those lenders
may be sold to  satisfy  our  commitments  under the terms of those  facilities.
While we are currently in settlement negotiations with ICCMIC and First Security
Bank,  there can be no  assurance  that we will be  successful  with  reaching a
settlement with either party.










                                       12

<PAGE>

                          PART II. OTHER INFORMATION


Item 1.  Exhibits & Reports on Form 8-K


         (a)   Exhibits

               See Index of Exhibits on page 15.

         (b)  Reports on Form 8-K

              The Company filed a Current Report on Form 8-K on May 5, 2000
(Commission File No.:000-29402).


                                       13

<PAGE>

                                   SIGNATURES


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

                                      ON STAGE ENTERTAINMENT, INC.




Date: May 19, 2000                   /s/ John W. Stuart
                                      ------------------------
                                         John W Stuart, Chairman
                                         and Chief Executive Officer




Date: May 19, 2000                  /s/ Pedro Perez
                                    --------------------------
                                         Pedro Perez, Chief Accounting Officer
























                                       14

<PAGE>

                                INDEX OF EXHIBITS

<TABLE>

Exhibit No.    Description
-----------    ------------------
<S>                <C>
10.1           Warrant  Agreement  between  Imperial  Credit  Commercial  Mortgage
               Investment  Corp.,  Imperial  Capital Group LLC and the Registrant,
               dated as of March 13,1998.[1]
10.2           Loan Agreement by and between Imperial Credit Commercial  Mortgage Investment Corp. and Wild Bill's
               California, Inc., King Henry's, Inc. and Fort Liberty, inc., dated as of March 13, 1998. [1]
10.3           Guaranty Loan Agreement  between  Imperial  Credit  Commercial  Mortgage  Investment  Corp. and the
               Registrant, dated as of March 13, 1998.[1]
</TABLE>
-----------------
[1]  Incorporated by reference to the Company's Quarterly Report on Form 10-QSB
     for the quarter ended March 31, 1998 filed May 15, 1998 (Commission File
     No. 333-24681).

                                       15