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 June 30, 1998

[  ]  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 Issuer 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
                 ----------------------------------------------
                 Issuer's Telephone Number, Including Area Code

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

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 [ X ]  No [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

            Class                                   Outstanding at June 30, 1998
-----------------------------                       ----------------------------
Common Stock, $0.01 par value                                  7,397,350

<PAGE>


                  ON STAGE ENTERTAINMENT, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS


                                                                        PAGE NO.

Part I. Financial Information


       Item 1. Consolidated Financial Statements

                   Balance sheets.....................................
                   Statements of operations...........................
                   Statements of cash flows...........................
                   Notes to financial statements......................

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


Part II. Other Information


       Item 1.  Legal Proceedings.....................................
       Item 2.  Changes in Securities.................................
       Item 3.  Defaults upon Senior Securities.......................
       Item 4.  Submission of Matters to a vote of Security Holders       
       Item 5.  Other Information.....................................
       Item 6.  Exhibits and Reports on Form 8-K......................

Signatures............................................................


Exhibit Index.........................................................








<PAGE>



Item 1.  Consolidated Financial Statements

                  On Stage Entertainment, Inc. and Subsidiaries
                          PART I. FINANCIAL INFORMATION

                  On Stage Entertainment, Inc. and Subsidiaries
                           Consolidated Balance Sheets
<TABLE>
                                                             December 31,      June 30,
                                                                 1997            1998
                                                            ----------------------------
                                                                             (Unaudited)
<S>                                                         <C>             <C>  
                  Assets
Current assets
     Cash and cash equivalents ..........................   $  2,323,559    $  1,087,974
     Accounts receivable, net ...........................        455,340       1,353,651
     Inventory ..........................................        118,700         227,097
     Deposits ...........................................        342,096         494,223
     Prepaid and other assets ...........................        271,338         428,862
     Pre-opening costs, net .............................           --         1,256,382
     Notes receivable from stockholder ..................        136,194         184,695
                                                             -----------     -----------
          Total current assets ..........................      3,647,227       5,032,884
                                                             -----------     -----------
Property, equipment and leasehold
    improvements (Note 5) ...............................      5,008,835      23,433,744
Less:  Accumulated depreciation and amortization ........     (2,553,347)     (2,852,505)
                                                             -----------     -----------
Property, equipment and leasehold improvements, net .....      2,455,488      20,581,239
                                                             -----------     -----------
Cost in excess of net assets acquired, net of accumulated
 Amortization of $7,370 and $12,429 .....................        116,415         111,357
Direct acquisition costs ................................        258,133         112,414
Deferred financing costs, net of amortization
 of $14,583 (Note 5) ....................................           --         1,235,417
                                                             -----------     -----------
                                                            $  6,477,263    $ 27,073,311
                                                             ===========     ===========
                  Liabilities and Stockholder's Equity
Current liabilities
     Accounts payable and accured expenses ..............   $    880,286    $  2,238,788
     Accrued payroll and other liabilities ..............        698,499       1,506,562
     Current maturities of long-term debt ...............        271,918       1,399,155
                                                             -----------     -----------
          Total current liabilities .....................      1,850,703       5,144,505
                                                             -----------     -----------
Long-term debt, less current maturities (Note 5) ........        550,332      14,671,232
                                                             -----------     -----------
          Total liabilities .............................      2,401,035      19,815,737
                                                             -----------     -----------

Commitments and contingencies (Note 4)

Stockholder's equity
     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; 6,595,500 and
       7,397,350 shares issued and outstanding ..........         65,955          73,973
     Additional paid-in capital .........................      7,340,013      11,055,155
     Accumulated deficit ................................     (3,329,740)     (3,871,554)
                                                             -----------     -----------
          Total stockholder's equity ....................      4,076,228       7,257,574
                                                             -----------     -----------
                                                            $  6,477,263    $ 27,073,311
                                                             ===========     ===========
</TABLE>
<PAGE>



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


                                                        Three months ended
                                                              June 30,
                                                    ---------------------------
                                                       1997            1998
                                                    (Unaudited)     (Unaudited)
                                                    ---------------------------

Net revenues (Note 5) .........................     $ 3,979,685     $ 8,244,581

Costs of revenues .............................       2,569,863       6,466,463
                                                    -----------     -----------
Gross profit ..................................       1,409,822       1,778,118

Selling, general & administrative .............         877,171       1,076,753

Depreciation and amortization .................         171,868         329,939
                                                    -----------     -----------
Operating income ..............................         360,783         371,426

Interest expense, net .........................          60,141         431,721

Other income ..................................            --           (47,207)
                                                    -----------     -----------
Net income (loss) before income taxes .........         300,642         (13,088)

Income taxes ..................................            --              --
                                                    -----------     -----------
Net income (loss) .............................     $   300,642     $   (13,088)
                                                    ============    ===========
Basic income (loss) per share .................     $      0.06     $     (0.00)
                                                    ============    ===========
Diluted net income (loss) per share ...........     $      0.06     $     (0.00)
                                                    ============    ===========
Basic average of common shares outstanding ....       4,683,331       7,193,008
                                                    ============    ===========
Diluted average number of common shares
outstanding ...................................       4,763,214       7,193,008
                                                    ============    ===========

<PAGE>



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

                                                            Six  months ended
                                                                 June 30,
                                                       ----------------------------
                                                            1997           1998
                                                       (Unaudited)     (Unaudited)
                                                       ----------------------------
<S>                                                    <C>             <C>  
Net revenues (Note 5) ..............................   $  6,698,462    $ 14,449,952

Costs of revenues ..................................      4,472,751      10,921,686
                                                        -----------     -----------
Gross profit .......................................      2,225,711       3,528,266

Selling, general & administrative ..................      1,947,003       2,821,074

Depreciation and amortization ......................        319,109         518,560
                                                        -----------     -----------
Operating income (loss) ............................        (40,401)        188,632

Interest expense, net ..............................        174,010         445,481

Other income .......................................           --           (82,806)

Subsidiary operations for period not owned (Note 5)            --           366,516
                                                        -----------     -----------
Net (loss) before income taxes .....................       (214,411)       (540,559)

Income taxes .......................................          2,319           1,255
                                                        -----------     -----------
Net loss ...........................................   $   (216,730)   $   (541,814)
                                                        ===========    ===========
Basic loss per share ...............................   $      (0.05)   $      (0.08)
                                                        ============    ===========
Diluted net loss per share .........................   $      (0.05)   $      (0.08)
                                                        ============    ===========
Basic average of common shares outstanding .........      4,585,467       6,883,421
                                                        ============    ===========
Diluted average number of common shares
outstanding ........................................      4,585,467       6,883,421
                                                        ============    ===========
</TABLE>
<PAGE>



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

                Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
                                                                                         Six months ended
                                                                                             June 30,
                                                                                   -----------------------------
                                                                                       1997            1998
                                                                                    (Unaudited)     (Unaudited)
                                                                                   -----------------------------
<S>                                                                                <C>             <C>   
Cash flows from operating activities
  Net loss .....................................................................   $   (216,730)   $   (541,814)
                                                                                    ------------    ------------
  Adjustments to reconcile net loss to net cash used in operating activites:
    Issuance of common stock to officer ........................................        162,129            --
    Depreciation and amortization ..............................................        319,109         318,799
    Increase (decrease) from changes in operating assets and liabilities
        Account receivable .....................................................         89,670        (898,311)
        Inventory ..............................................................        (11,221)         11,687
        Deposits ...............................................................       (205,923)       (152,127)
        Pre-opening costs ......................................................       (454,245)     (1,256,382)
        Prepaid and other assets ...............................................       (393,082)             (8)
        Accounts payable and accrued expenses ..................................        548,961         297,458
        Accrued payroll and other liabilities...................................       (166,140)        808,063
        Litigation settlement accrual ..........................................       (100,000)           --
                                                                                    ------------    ------------
     Total adjustments .........................................................       (210,742)       (870,821)
                                                                                    ------------    ------------
          Net cash used in operating activities                                        (427,472)     (1,412,635)
                                                                                    ------------    ------------
Cash flows from investing activities
        Advances on note receivable from stockholder............................       (183,046)        (81,127)
        Payments received on notes receivable from stockholder..................           --            32,626
        Capital expenditures ...................................................       (653,448)       (167,920)
        Direct acquisition costs ...............................................           --           829,665
        Payment for acquisitions, less cash received ...........................           --       (14,602,005)
                                                                                    ------------    ------------
Net cash used in investing activities ..........................................       (836,494)    (13,988,761)
                                                                                    ------------    ------------
Cash used in financing activities
     Offering costs ............................................................       (449,332)           --
     Borrowings/repayments under line of credit ................................        627,391       1,000,000
     Proceeds from long-term borrowing (Note 5) ................................           --        13,727,237
     Repayment on long-term borrowing ..........................................           --          (561,426)
     Proceeds from bridge notes ................................................        875,000            --
                                                                                    ------------    ------------
Net cash provided by financing activities ......................................      1,053,059      14,165,811
                                                                                    ------------    ------------
Net decrease in cash and cash equivalents ......................................       (210,907)     (1,235,585)
Cash and cash equivalents at beginning of period ...............................        290,751       2,323,559
                                                                                    ------------    ------------
Cash and cash equivalents at end of period .....................................   $     79,844    $  1,087,974
                                                                                    ============    ===========
Supplemental  disclosure  of cash flow  information  Cash paid during the period
for:
     Interest ..................................................................   $    177,008    $    507,762
     Taxes .....................................................................   $      2,319    $      1,255
                                                                                    ============    ============
</TABLE>
Supplemental schedule of non-cash investing and financing activities

During the six months ended June 30, 1997 and 1998,  $531,319 and  $1,082,326 of
lease  assets  and  other  obligations,   principally  pre-opening  costs,  were
capitalized, respectively.

In  connection  with mortgage  financing  related to the Gedco  Acquisition  (as
defined in Note 5 of Part I), the Company  issued  575,000  warrants to purchase
the  Company's  common  stock to the lender and an affiliate of the lender which
was valued at $500,000 and accounted for as an original issued discount.
<PAGE>



                  ON STAGE ENTERTAINMENT, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1998

(1) Basis of Presentation

The  financial  statements  included  herein  include  the  accounts of On Stage
Entertainment,  Inc. a publicly  traded  Nevada  corporation  (the  "Company" or
"OSE") and its  subsidiaries,  Legends in Concert,  Inc.,  a Nevada  corporation
("LIC"); On Stage Marketing Inc., a Nevada corporation  ("Marketing");  On Stage
Theaters, Inc., a Nevada corporation ("Theaters"); Wild Bill's California, Inc.,
a Nevada  corporation ("Wild Bills");  Fort Liberty,  Inc., a Nevada corporation
("Ft. Liberty");  Blazing Pianos, Inc., a Nevada corporation  ("Blazing");  King
Henry's Inc., a Nevada corporation ("King Henry's"); On Stage Merchandise, Inc.,
a  Nevada  corporation   ("Merchandise');   On  Stage  Events,  Inc.,  a  Nevada
corporation   ("Events");   On  Stage  Casino  Entertainment,   Inc.,  a  Nevada
corporation  ("Casino");  On Stage  Entertainment  Productions,  Inc.,  a Nevada
coporation ("Productions");  On Stage Entertainment Theaters North Myrtle Beach,
Inc., a Nevada corporation  ("North Myrtle");  On Stage Theaters Surfside Beach,
Inc., a Nevada corporation ("Surfside'); and Interactive Events, Inc., a Georgia
corporation (collectively, the "Subsidiaries").  In the opinion of the Company's
management, all adjustments considered necessary for fair presentation have been
reflected  in the  financial  statements.  These  adjustments  are of a  normal,
recurring nature.  Operating results for the six months ended June 30, 1998, are
not  necessarily  indicative of those expected for the full year.  Certain prior
period  amounts have been  adjusted and  reclassified  to conform to this period
presentation.

The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance  with the  instructions  to Form 10-QSB and the rules and
regulations  of the  Securities  and  Exchange  Commission.  These  consolidated
financial  statements have been prepared under the presumption that users of the
interim  consolidated  financial  information have either read or have access to
the Company's  audited  financial  statements and footnotes thereto for the year
ended December 31, 1997,  included in Form 10-KSB,  filed on March 31, 1998 with
the Securities and Exchange Commission. Accordingly, footnote disclosures, which
would  substantially  duplicate  the  disclosures  contained  in  the  Company's
December 31, 1997  audited  financial  statements,  have been omitted from these
interim  consolidated  financial  statements.  Certain  information and footnote
disclosures  normally included in consolidated  financial statements prepared in
accordance with generally accepted accounting principles, have been condensed or
omitted  pursuant to such  instructions.  It is suggested  that these  unaudited
interim  consolidated  financial  statements  be read in  conjunction  with  the
audited  consolidated  financial  statements  and the notes thereto for the year
ended December 31, 1997, included in Form 10-KSB, filed on March 31, 1998.

(2) Subsequent Events

On March 1997, in connection  with the Company's  initial public offering of its
common  stock,  par value  $0.01  per share  ("Common  Stock"),  and  redeemable
warrants to  purchase  Common  Stock (the  "IPO"),  the Company  agreed with its
Underwriter,  Whale  Securities  Co.,  LP ( the  "Underwriter"),  that it  would
neither  loan  nor  advance  any sums to or on  behalf  of John w.  Stuart,  the
Company's  Chairman,  Chief Executive Officer and principal  stockholder,  other
than those sums  advanced to Mr.  Stuart from December 31, 1996 through the date
of the IPO,  without the  Underwriter's  prior consent.  On October 23, 1997 and
subsequently on November 17, 1997, the Company received  authorization  from the
Underwriter to advance Mr. Stuart an aggregate of $105,483 (including  principal
and interest) and on March 25, 1998,  the Company again  received  authorization
from the  Underwriter to advance  $150,000 for settlement of certain  litigation
pending  against Mr. Stuart related to his involvement in the Legends in Concert
Hawaii  show.  As of June 30,  1998,  the Company  had  advanced  Mr.  Stuart an
aggregate of $136,194 (the  "Advance"),  which Advance beared interest at a rate
of 6% per annum, matured one year from the date of the Advance and was evidenced
by a promissory note. On July 6, 1998 Mr. Stuart paid off the Advance in full.

<PAGE>

(3) Loss Per Share

On March 3, 1997, the FASB issued Statement of Financial Accounting Standard No.
128.  Earnings  per share (SFAS 128).  This  pronouncement  provides a different
method of  calculating  earnings per share than is currently  used in accordance
with APB 15, Earnings per Share.  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  reflects the  potential  dilution of  securities  that could
share in the  earnings  of the entity,  similar to fully  diluted  earnings  per
share.  Except where the provisions of the Securities and Exchange  Commission's
Staff Accounting  Bulletin No. 98 are applicable,  potential dilutive securities
have been excluded in all years  presented in the Statements of Operations  when
the effect of their inclusion would be anti-dilutive.

For  the  six  months  ended  June  30,  1997,   potential  dilutive  securities
representing  441,353 outstanding  options and 440,755 outstanding  warrants are
not  included,  since their  effect would be  anti-dilutive.  For the six months
ended  June  30,  1998,  potential  dilutive  securities   representing  773,853
outstanding stock options and 4,480,956  outstanding  warrants are not included,
since their effect would be anti-dilutive.


(4) Commitments and Contingencies

The Company is a party to various legal proceedings in which the adverse parties
are seeking  damages from the Company.  While there can be no assurance that any
of the instituted or threatened  lawsuits will be settled or decided in favor of
the Company, the management of the Company does not believe the final resolution
of these  matters  will  have a  material  adverse  effect  upon  the  Company's
financial condition and results of operations.

(5) Business Acquisition

Gedco USA, Inc. Acquisition

On March 13, 1998, the Company  completed its acquisition of certain assets from
Gedco  USA,  Inc.  and its  affiliates  for a  purchase  price  of  $14,000,000,
consisting of  $11,500,000  in cash and 595,238 shares of Common Stock valued at
$2,500,000 (the "Gedco Acquisition").

Included in the Gedco Acquisition were substantially all of the income producing
assets and  associated  real property of Orlando  Entertains  and LA Entertains,
consisting  of King Henry's  Feast,  Blazing  Pianos piano bar, the Fort Liberty
shopping  complex that includes a Wild Bill's Dinner  Theater,  each of which is
located in greater  Orlando,  Florida,  and a second Wild Bill's Dinner  Theater
located in Buena Park,  California.  Gerard  O'Riordan,  President of Gedco USA,
Inc.,  joined the Company as  President  of On Stage  Theaters,  Inc.,  a wholly
subsidiary  of the Company that manages the acquired  dinner  theaters and piano
bar as well as other selected theaters.

The Company funded the cash portion of the purchase price and  transaction  fees
and expenses  with $12.5  million of mortgage  financing  from  Imperial  Credit
Commercial Mortgage Investment Corp. ("ICCMIC"). ICCMIC has committed a total of
$20,000,000,  of which  $7,500,000 is remaining to finance the Company's  future
real estate related acquisitions.  In connection with the loan agreement entered
into  between the  Company and ICCMIC on March 13, 1998 (the "Loan  Agreement"),
the  Company  granted  ICCMIC the right to  provide  the  Company  with up to an
additional $30 million of similar  mortgage  financing.  In connection  with the
financing,  the  Company  issued  ICCMIC  and  Imperial  Capital  Group  LLC (an
affiliate of ICCMIC), an aggregate of 575,000 warrants  immediately  exercisable
into Common Stock at an exercise price of $4.44.  In addition,  concurrent  with
the ICCMIC financing,  Mark Karlan,  the President of ICCMIC, was named a member
of  the  Company's  Board  of  Directors,  filling  a  vacancy  created  by  the
resignation of Kenneth Berg.
<PAGE>

The  components  of the  purchase  price and its  allocation  to the  assets and
liabilities are as follows:

Purchase Price:

Liabilities assumed............................................ $   986,044
Issuance of 559,238 restricted shares of common stock..........   2,500,000
                                                                -----------
                                                                  3,486,044
Costs of acquisition incurred..................................   1,645,874
Cash paid......................................................  11,500,000
                                                                -----------
                                                                $16,631,918
                                                                ===========
Cash paid for the purchase pf Gedco, USA, 
  net of cash received is as follows:

    Cash paid to sellers....................................... $11,500,000
    Acquisition costs..........................................   1,645,874
                                                                -----------
                                                                 13,145,874
    Less cash received                                             (343,444)
                                                                -----------
                                                                $12,762,430
                                                                ===========


The  acquisition  was accounted  for as a purchase and the assets  acquired were
recorded  at  a  fair  market  value.  The  building  and  equipment  are  being
depreciated over twenty and three years,  respectively,  under the straight-line
method.  The costs of  acquisition  incurred  primarily  relates to the  lenders
origination fee of $750,000, legal fees of $240,000, financing fees of $100,000,
recording fees of $100,000,  and accounting fees of $125,000.  The allocation of
the purchase price was as follows:

Cash........................................................... $   383,444
Inventory......................................................     120,084
Prepaid expenses...............................................     157,156
Land...........................................................  11,275,507
Building.......................................................   3,214,740
Equipment......................................................     730,627
Deferred financing acquisition expenses........................     750,000
                                                                -----------
                                                                $16,631,918
                                                                ===========



The assets  acquired  and  liabilities  assumed were  transferred  to either the
Company's wholly-owned  subsidiary,  On Stage Theaters,  Inc., or a wholly owned
subsidiary of On Stage Theaters, Inc., concurrent with the acquisition.

The Company has elected to consolidate  the operations of the assets acquired in
the  Gedco  Acquisition   retroactively  to  January  1,  1998.  Therefore,  the
pre-acquisition gain of $366,516 has been added to the consolidated statement of
operations   for  the  quarter  ended  March  31,  1998.   The  effect  of  this
consolidation of operations prior to acquisition was an increase in net sales of
approximately $3,099,071.


Calvin Gilmore Productions, Inc.

On June 30, 1998, the Company  completed its  acquisition of certain assets from
Calvin Gilmore Productions,  Inc. ("CGP"), an affiliate of Fox Family Worldwide,
for a purchase  price of $1,000,000  in cash and 206,612  shares of Common Stock
valued at $723,142 (the "Fox Acquisition").

Included in the Fox Acquisition were substantially all of CGP's income producing
assets and  associated  real and personal  property in the greater Myrtle Beach,
South Carolina area, consisting of the fee simple purchase of The Surfside Beach
Theater,  which the  Company  had leased  from CGP for its  presentation  of its
flagship Legends in Concert  production since 1995, and a leasehold  interest in
The Eddie Miles Theater. In connection with the Fox Acquisition,  Mel Woods, the
Chief Operating Officer of Fox Family Worldwide,  was subsequently  elected as a
member of the  Company's  Board of Directors,  filling a vacancy  created by the
resignation of Nelson Foster.

The Company funded the cash portion of the purchase price and  transaction  fees
and expenses with $1,100,000 million of mortgage financing from ICCMIC.
<PAGE>



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

This document  contains certain  forward-looking  statements that are subject to
risks and uncertainties.  Forward-looking statements include certain information
relating to its outstanding litigation matters and the defenses available to the
Company,  the  seasonality of the Company's  business,  and liquidity as well as
information contained elsewhere in this Report where statements are preceded by,
followed by or include the words "believes," "expects," "anticipates" or similar
expressions.  For such statements, the Company 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  such  forward-looking  statements  and the actual  results to differ
materially from those expressed in or implied by the statements.

The most  important  factors that could  prevent the Company from  achieving its
goals and cause the assumptions  underlying the  forward-looking  statements and
the actual results of the Company to differ  materially  from those expressed in
or implied by those forward-looking  statements include, but are not limited to,
those identified in pages 9-17 of Amendment No. 5 to the Company's  Registration
Statement  on  Form  SB-2  filed  with  the   Commission   on  August  13,  1997
(Registration  No.  333-24681),  as well  as the  following:  (i) The  Company's
dependence on its flagship  productions  Legends in Concert,  Wild Bill's Dinner
Extravaganza,  Blazing Pianos,  King Henry's Feast and its principal  production
venues;  (ii) The ability of the Company to successfully  produce and market new
productions and to manage the growth  associated  with the any new  productions;
(iii) Risks associated with the Company's  acquisition  strategy,  including the
Company's  ability to successfully  identify,  complete and integrate  strategic
acquisitions;  (iv) The Company's  ability to obtain  financing on  commercially
reasonable   terms;  (v)  The  Company's  ability  to  service  its  substantial
indebtedness;  (vi) The  competitive  nature of the  leisure  and  entertainment
industry and the ability of the Company to continue to distinguish its services;
(vii) Fluctuations in quarterly operating results and the highly seasonal nature
of the  Company's  business;  (viii) The ability of the Company to reproduce the
performance, likeness and voice of various celebrities without infringing on the
publicity  rights of such celebrities or their estates as well as its ability to
protect its  intellectual  property  rights;  (ix) The ability of the Company to
successfully  manage  the  litigation  pending  against  it and to avoid  future
litigation;  and (x) The results of operations  which depend on numerous factors
including, but not limited to, the commencement and expiration of contracts, the
timing  and amount of new  business  generated  by the  Company,  the  Company's
revenue  mix,  the  timing  and  level  of  additional   selling,   general  and
administrative expense and the general competitive conditions in the leisure and
entertainment industry as well as the overall economy.
<PAGE>

Results of Operations

The following  tables sets forth,  the results of operations by Corporation  for
the period indicated:

<TABLE>

                                                                                                Three months ended June 30, 1997
                               -----------------------------------------------------------------------------------------------------
                                                                                                 Sub-Total
                                                                                                 Operating                   Total
                                Casino       Events    Merchandising  Production    Theaters    Corporations    OSE     Consolidated
                               -----------------------------------------------------------------------------------------------------
<S>                           <C>         <C>          <C>          <C>          <C>          <C>            <C>         <C>
Net revenues ..............   $ 1,875,170 $   513,315  $    86,534  $      --    $ 1,504,666  $ 3,979,685                $ 3,979,685
Cost of revenues ..........     1,098,242     312,038       25,517       30,450    1,103,616    2,569,863                  2,569,863
                               -----------  ----------   ----------   ----------  -----------  -----------    ---------   ----------
Gross profit (loss) .......       776,928     201,277       61,017      (30,450)     401,050    1,409,822                  1,409,822
  Selling, general &
    Administrative ........        88,532     154,162         --         12,155       61,807      316,656      560,515       877,171
Depreciation & amortization        37,706         148         --           --          8,842       46,696      125,172       171,868
                               -----------  ----------   ----------   ----------  -----------  -----------    ---------   ----------
Operating income (loss) ...       650,690      46,967       61,017      (42,605)     330,401    1,046,470     (685,687)      360,783
Interest expense, net .....          --          (101)        --           --           --           (101)      60,242        60,141
                               -----------  ----------   ----------   ----------  -----------  -----------    ---------   ----------
  Net income (loss) before
    Income taxes ..........       650,690      47,068       61,017      (42,605)     330,401    1,046,571     (745,930)      300,642
    Income taxes ..........          --          --           --           --           --           --           --            --
                               -----------  ----------   ----------   ----------  -----------  -----------    ---------   ----------
 Net income (loss) ........   $   650,690  $   47,068  $    61,017  $   (42,605) $   330,401  $ 1,046,571  $  (745,930)  $  300,642
                               ===========  ==========   ===========  ==========   ==========  ===========  ===========   ==========
</TABLE>
<TABLE>
                                                                                                                            

                                                                                                Three months ended June 30, 1998
                               -----------------------------------------------------------------------------------------------------
                                                                                                 Sub-Total
                                                                                                 Operating                 Total
                                  Casino        Events  Merchandising  Production    Theaters   Corporations    OSE     Consolidated
                               -----------------------------------------------------------------------------------------------------
<S>                            <C>          <C>          <C>          <C>          <C>          <C>            <C>       <C>

Net revenues ................  $ 1,534,319  $   869,964  $   159,633  $      --    $ 5,680,665  $8,244,581               $8,244,581
Cost of revenues ............    1,031,192      559,341       60,459       94,711    4,720,760   6,466,463                6,466,463
                                -----------  ----------   ----------   ----------  -----------  -----------    ---------   ---------
Gross profit (loss) .........      503,127      310,623       99,174      (94,711)     959,905   1,778,118                1,778,118
 Selling, general &
   Administrative ...........       43,524      187,424         --        (34,696)     338,280     534,532      542,221   1,076,753
Depreciation & amortization .       43,265       11,633        1,684           59      183,043     239,684       90,255     329,939
                               -----------   ----------   ----------   ----------  -----------  -----------    ---------  ----------
   Operating income (loss) ..      416,338      111,566       97,490      (60,074)     438,582   1,003,902     (632,476)    371,426
   Interest expense, net ....         --           --           --           --        377,989     377,989       53,732     431,721
        Other income ........         --            (13)        --           --         (8,652)     (8,665)     (38,542)    (47,207)
                                -----------  ----------   ----------    ---------   -----------  -----------    ---------  ---------
     Net income (loss) before
        Income taxes ........      416,338      111,579       97,490      (60,074)      69,245     634.578     (647,666)    (13,088)
     Income taxes ...........         --           --           --           --           --          --
                                 -----------  ----------   ----------   ----------  -----------  ---------    ----------  ----------
   Net income (loss) ........  $   416,338  $   111,579  $    97,490  $   (60,074) $    69,245  $  634,578  $  (647,666)  $ (13,088)
                                ============  ==========   ==========   ==========  ===========  =========   ===========  ==========
</TABLE>
<PAGE>
 
Results of Operations

         The  following   tables  sets  forth,  the  results  of  operations  by
Corporation for the period indicated:

<TABLE>

                                                                                            Six months ended June 30, 1997
                               -----------------------------------------------------------------------------------------------------
                                                                                                Sub-Total
                                                                                                Operating                  Total
                                Casino        Events    Merchandising  Production   Theaters   Corporations   OSE       Consolidated
                               -----------------------------------------------------------------------------------------------------
<S>                           <C>          <C>          <C>            <C>        <C>          <C>          <C>         <C> 
Net revenues ................ $ 3,332,216  $ 1,138,364  $   153,911         --    $ 2,073,971  $ 6,698,462        --    $ 6,698,462

Cost of revenues ............   1,985,687      762,472       39,978       60,137    1,624,477    4,472,751        --      4,472,751
                              ------------  -----------   ----------   ----------  ----------   ----------  -----------  ----------
Gross profit (loss) .........   1,346,529      375,892      113,933      (60,137)     449,494    2,225,711        --      2,225,711
Selling, general &
   Administrative ...........     142,290      305,445         --         36,029       98,855      582,619   1,364,384    1,947,003
Depreciation & amortization .      68,289          148         --           --         13,964       82,400     236,708      319,109
                               -----------  ----------   ----------   ----------  -----------  -----------    ---------   ----------
Operating income (loss) .....   1,135,950       70,299      113,933      (96,166)     336,675    1,560,691  (1,601,092)     (40,401)
Interest expense, net .......        --           (246)        --           --           --           (246)    174,256      174,010
                               -----------  ----------   ----------   ----------  -----------  -----------    ---------   ----------
   Net income (loss) before
     income taxes ...........   1,135,950       70,544      113,933      (96,166)     336,675    1,560,937  (1,775,348)    (214,411)
   Income taxes .............        --          1,723         --           --           --          1,723         596        2,319
                               -----------  ----------   ----------   ----------  -----------  -----------    ---------   ----------
     Net income (loss) ...... $ 1,135,950  $    68,821  $   113,933   $  (96,166) $   336,675  $ 1,559,214 $(1,775,944) $  (216,730)
                               ===========  ==========   ==========   ===========  ==========   ==========  ===========  ===========
</TABLE>
<TABLE>



                                                                                                 Six months ended June 30, 1998
                               -----------------------------------------------------------------------------------------------------
                                                                                             Sub-Total
                                                                                             Operating                     Total
                                Casino      Events   Merchandising  Production  Theaters    Corporations      OSE      Consolidated
                               -----------------------------------------------------------------------------------------------------
<S>                           <C>         <C>         <C>          <C>        <C>          <C>           <C>           <C>
Net revenues ................ $3,059,672  $1,409,762  $  215,689        --    $9,764,829   $14,449,952          --     $ 14,449,952
Cost of revenues ............  2,004,800     904,525      73,229     126,260   7,812,872    10,921,686          --       10,921,686
                              -----------  ----------   ---------  ---------- -----------   -----------    ----------   ------------
 Gross profit (loss) ........  1,054,872     505,237     142,460    (126,260)  1,951,957     3,528,266          --        3,528,266
         Selling, general &
      Administrative ........     97,830     417,140       4,702       8,408   1,042,502     1,570,582     1,250,492      2,821,074
Depreciation & amortization .     81,667      14,381       2,244          59     254,894       353,245       165,315        518,560
                              -----------  ----------   ---------  ---------- -----------   -----------    ----------   ------------
   Operating income (loss) ..    875,375      73,716     135,514    (134,727)    654,561     1,604,439    (1,415,807)       188,632
   Interest expense, net ....                    (33)                            384,784       384,784        60,697        445,481
        Other income ........                                                    (44,230)      (44,263)      (38,543)       (82,806)
    Subsidiary operations for
      period not owned ......                                                    366,516       366,516                      366,516
                              -----------  ----------   ---------  ---------- -----------   -----------    ----------   ------------
     Net income (loss) before
        Income taxes ........    875,375      73,749     135,514    (134,727)    (52,509)      897,402    (1,437,961)      (540,559)
      Income taxes ..........                                                                                  1,255          1,255
                              -----------  ----------   ---------  ---------- -----------   -----------    ----------   ------------
   Net income (loss) ........ $  875,375  $   73,749  $  135,514  $ (134,727) $  (52,509)  $   897,402   $(1,439,216)  $   (541,814)
                              ===========  ==========  ==========  ==========  ==========   ===========   ===========   ============
</TABLE>
<PAGE>

Three Months Ended June 30, 1997 versus Three Months Ended June 30, 1998

Net Revenues.  Revenues  increased by 107.2% to $8,245,000  for the three months
ended June 30, 1998 compared to  $3,980,000  for the three months ended June 30,
1997.  The  Company's   revenue  is  derived  from  four   principal   operating
corporations: Theaters, Events, Merchandise and Casino.

Theaters revenues were approximately  $5,680,000 for the three months ended June
30, 1998  compared to  $1,505,000  for the three months ended June 30, 1997,  an
increase of  $4,175,000,  or 277.4%.  This  increase in revenues  was  primarily
attributed to new show  openings in Branson,  Missouri,  and Toronto,  Canada as
well as additional revenues from the Gedco Acquisition properties.

Events  revenues were $870,000 for the three months ended June 30, 1998 compared
to $513,000 for the three months ended June 30, 1997, an increase of $357,000 or
69.6%. This increase was mainly attributable to increase in business.

Merchandise revenues were approximately $160,000 for the three months ended June
30, 1998  compared  to $86,000  for the three  months  ended June 30,  1997,  an
increase  of $74,000  or 86.0%  This  increase  was  mainly  attributable  to an
increase in photo sales and an increase in merchandise offerings.

Casino  revenues were  approximately  $1,534,000 for the three months ended June
30, 1998  compared to  $1,875,000  for the three months ended June 30, 1997,  an
decrease of $341,000,  or 18.2%.  The decrease was primarily  attributable  to a
reduction in Las Vegas Legends show revenues and a decrease in revenue generated
from limited run casino events.

Costs of Revenues.  Total costs of revenues were $6,466,000 for the three months
ended June 30, 1998 compared to  $2,570,000  for the three months ended June 30,
1997,  an increase of  $3,896,000,  or 151.63%.  Costs of revenues  increased to
75.6% of net revenues  for the three months ended June 30, 1998,  as compared to
66.8% for the three months ended June 30, 1997.  This  increase in cost of sales
as percentage of revenues was primarily  attributable  to a change in the mix of
the  Company's  revenues  from  exclusively  theater shows to theater and dinner
theater shows and due to a re-allocation of the Company's  selling,  general and
administrative costs.

Selling,  General and Administrative.  Selling, general and administrative costs
were  approximately  $1,076,000  for the three  months  ended  June 30,  1998 as
compared to $877,000 for the three  months  ended June 30, 1997,  an increase of
$199,000, or 2.75%. Selling, general and administrative costs decreased to 13.1%
of net revenues  for the three months ended June 30, 1998,  as compared to 22.1%
for the three  months  ended  June 30,  1997.  The  increase  in total  cost was
primarily  attributable  to the  inclusion  of the  Gedco  Acquisition  selling,
general and  administrative  expense,  and  increases  in  automobile  expenses,
insurance, professional services, rent, advertising.

Operating Income. The Company's operating income was approximately  $371,000 for
the three  months  ended  June 30,  1998,  compared  to an  operating  income of
$360,000 for the three months  ended June 30, 1997,  an increase of $11,000,  or
3.1%.

Depreciation  and  Amortization.  Depreciation  and  amortization  for the three
months ended June 30, 1998 increased by $158,000,  or 91.9%,  as compared to the
three  months ended June 30, 1997.  The  increase was  primarily  due to capital
additions to current shows, new shows,  goodwill amortization and an increase in
assets as a result of the Gedco Acquisition.

Interest Expense, Net. Interest expense for the three months ended June 30, 1998
increased by $372,000,  or 620%,  as compared to the three months ended June 30,
1997. The increase was primarily due to the acquisition financing.

Other  Income.  Other  income  for the  three  months  ended  June 30,  1998 was
attributable to a sign-on bonus received from a new supplier.
<PAGE>


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 three months ended
June 30,  1998.  Income taxes for the three months ended June 30, 1997 and 1998,
relate  to income  taxes  due in those  states  other  than  Nevada in which the
Company  conducts  business.  At June 30, 1997 and 1998, the Company had federal
net operating  loss  carryforwards  of  approximately  $845,000 and  $4,339,000,
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.

Six Months Ended June 30, 1997 versus Six Months Ended June 30, 1998

Net Revenues.  Revenues  increased by 115.7% to  $14,449,000  for the six months
ended June 30, 1998  compared to  $6,698,000  for the six months  ended June 30,
1997.

Theaters revenues were  approximately  $9,765,000 for the six months ended June,
1998 compared to $2,074,000  for the six months ended June 30, 1997, an increase
of $7,691,000,  or 370.8%. The increase was mainly attributable to the inclusion
of the Gedco Acquisition.

Events  revenues were $1,410,000 for the six months ended June 30, 1998 compared
to $1,138,000 for the six months ended June 30, 1997, an increase of $272,000 or
23.9%. This increase was mainly attributable to an increase in events sold.

Merchandise  revenues were approximately  $216,000 for the six months ended June
30,  1998  compared  to  $154,000  for the six months  ended June 30,  1997,  an
increase  of $62,000 or 40.3%.  This  increase  was  mainly  attributable  to an
increase photo sales and merchandise offerings.

Casino revenues were approximately  $3,100,000 for the six months ended June 30,
1998 compared to  $3,332,000  for the six months ended June 30, 1997, a decrease
of $232,000, or 7.0%.

Costs of Revenues.  Total costs of revenues were  $10,928,000 for the six months
ended June 30, 1998  compared to  $4,473,000  for the six months  ended June 30,
1997, an increase of $6,449,000, or 144.2%. Costs of revenues increased to 75.6%
of net revenues for the six months ended June 30, 1998, as compared to 66.8% for
the six months ended June 30, 1997. This increase in cost of sales as percentage
of revenues was primarily  attributable  to a change in the mix of the Company's
revenues from primarily theater shows to theater and dinner theater shows.

Selling,  General and Administrative.  Selling, general and administrative costs
were approximately $2,821,000 for the six months ended June 30, 1998 as compared
to  $1,947,000  for the six months ended June 30, 1997,  an increase of or 4.1%.
Selling, general and administrative costs decreased to 19.5% of net revenues for
the six months  ended June 30,  1998,  as  compared  to 29.1% for the six months
ended June 30, 1997.  The increase in total cost was primarily  attributable  to
the inclusion of the Gedco Acquisition.

Operating Income. The Company's operating income was approximately  $189,000 for
the six months ended June 30, 1998, compared to an operating loss of $40,000 for
the six months ended June 30, 1997, an increase of $229,000.

Depreciation and Amortization.  Depreciation and amortization for the six months
ended June 30, 1998  increased  by  $199,000,  or 63.3%,  as compared to the six
months ended June 30, 1997. The increase was primarily due to capital  additions
to current shows, new shows,  goodwill amortization and an increase in assets as
a result of the Gedco Acquisition.

Interest  Expense,  Net. Interest expense for the six months ended June 30, 1998
increased by $268,000, or 51.4%, as compared to the quarter ended June 30, 1997.
The increase was primarily due to acquisition financing.
<PAGE>


Other  Income.  Other  income  for  the six  months  ended  June  30,  1998  was
attributable to a sign-on bonus received from a new supplier.

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 six months ended
June 30,  1998.  Income  taxes for the six months  ended June 30, 1997 and 1998,
relate  to income  taxes  due in those  states  other  than  Nevada in which the
Company  conducts  business.  At June 30, 1997 and 1998, the Company had federal
net operating  loss  carryforwards  of  approximately  $843,944 and  $4,338,910,
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.

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 assumptions
relating  to  its  current  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 be
sufficient to fund its current operations and contemplated  capital requirements
over the next 6 months. In addition the Company plans to further reduce selling,
general administrative  marketing expenses as part of its on going consolidation
of operations.  The Company's  acquisition strategy will require additional debt
and/or equity  financing  and the Company  intents to raise  additional  working
capital to fund the seasonal capital requirements of its business.  In the event
the Company's plans or assumptions change, prove to be incorrect, or if balances
and/or  anticipated  revenues  otherwise prove to be  insufficient,  the Company
would need to revise its expansion  strategy  (which  revision could include the
curtailment,  delay or elimination of certain of its anticipated  productions or
the funding of such productions through  arrangements with third parties,  which
would require it to relinquish rights to a substantial  portion of its revenues)
and/or seek additional financing prior to the end of such period.

For the six months  ended June 30,  1997,  the Company  used cash of $430,000 in
operations.  As of June 30, 1997, the Company had approximately  $80,000 in cash
and cash  equivalents.  For the six months ended June 30, 1998, the Company used
cash of  $1,413,000  in  operations.  As of  June  30,  1998,  the  Company  had
$1,100,000 in cash and cash equivalents. The operating deficits for both periods
were primarily  attributable to business  seasonality and pre-opening  costs for
new shows.

The net cash used in investing activities for the six months ended June 30, 1997
of $836,000,  was  primarily  attributable  to capital  expenditures  and direct
advances  (which  were  subsequently  written  off at August 13,  1997) on notes
receivable  to Mr.  Stuart.  The net cash used in investing  activities  for the
quarter ended June 30, 1998 of $13,989,000, was primarily attributable to direct
acquisition costs related to the Gedco Acquisition and Fox Acquisition.

Net cash provided by financing activities for the six months ended June 30, 1997
of  $1,053,000,  was  primarily  attributable  to a  series  of  debt  and  bank
financings.  Net cash provided by financing  activities for the six months ended
June 30, 1998 of $14,166,000,  was primarily attributable to ICCMIC's funding of
$12,500,000  for  the  Gedco  Acquisition  and  $1,100,000  million  for the Fox
Acquisition.

At June 30, 1997, the Company had working capital of  approximately  $1,797,000,
primarily  attributable  to the  Company's  financings.  At June 30,  1998,  the
Company had a working capital deficit of $111,621, primarily attributable to the
pre-opening costs of new shows.
<PAGE>


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.  On March 28, 1998,
First  Security  increased the line of credit from  $250,000 to  $1,000,000  and
extended the expiration date of the line to March 25, 1999. As of July 31, 1998,
the Company had drawn $750,000 on the line of credit.

Mortgage Financing Commitment

On March 13,  1998,  the Company  entered  into the Loan  Agreement  with ICCMIC
pursuant to which ICCMIC agreed to provide the Company with up to $20,000,000 of
mortgage  financing.  On March 28, 1998,  the Company used  $12,500,000  of said
facility to fund the cash portion of the Gedco  Acquisition and related fees and
subsequently  used  $1,100,000  on June 30, 1998 to find the cash portion of the
Fox  acquisition.  In connection with the Loan Agreement,  the Company  provided
ICCMIC  with  the  right  to  provide  the  Company  with  up to  an  additional
$30,000,000  of mortgage  related  financing.  In addition  concurrent  with the
ICCMIC financing,  Mark Karlan,  the President of ICCMIC,  was named a member of
the Company's  Board of Directors,  filling a vacancy created by the resignation
of Kenneth Berg.

New Accounting Pronouncements

Reporting on the Costs of Start-up Activities

Statement of Position  98-5,  "Reporting  on the Costs of Start-up  Activities,"
(SOP 98-5) issued by the American  Institute of Certified Public  Accountants is
effective for financial  statements  beginning after December 15, 1998. SOP 98-5
requires that the costs of start-up activities, including organization costs, be
expensed as incurred.  Start-up activities are defined broadly as those one-time
activities  related  to opening a new  facility,  introducing  a new  product or
service, conducting business in a new territory,  conducting business with a new
class of customers (excluding ongoing customer acquisition costs, such as policy
acquisition costs and loan origination  costs) or beneficiary,  initiating a new
process in an existing facility, or commencing some new operation.  The adoption
of SOP 98-5 will  require  the Company to expense  all  capitalized  pre-opening
costs. Such costs were $1,256,382 at June 30, 1998.


<PAGE>


                           PART II. OTHER INFORMATION


Item 1.  Commitments and Contingencies.

On May 28, 1998, Silver State Property Management,  a Nevada corporation,  Roger
A. Bergmann  Enterprises,  a Nevada  corporation,  and R.E. Lyle Corp., a Nevada
corporation filed a complaint in the Second Judicial District Court of the State
of Nevada in and for the County of Washoe  alleging,  among other  things,  that
John W. Stuart,  acting as an agent,  Chairman of the Board and Chief  Executive
Officer of On Stage  Entertainment,  Inc., breached an alleged oral agreement to
purchase  the  Plaintiff's  respective  interests  in  the  Legends  in  Concert
production in Hawaii for an aggregate purchase price of $1,000,000.  The Company
filed a motion to dismiss, which motion is currently pending.

Item 2.  Changes in Securities

         Not applicable

Item 3.  Defaults upon Senior Securities

         Not applicable

Item 4.  Submission of Matters to a vote of Security Holders

         The  Registrant's  1998 Annual Meeting of Stockholders was held on June
15,  1998.  At the  meeting,  the  following  items were  submitted to a vote of
stockholders:

The following nominees were elected to serve on the Board of Directors:

Name of Nominee                     Votes Cast For             Vote Cast Against
--------------------------------------------------------------------------------

Neil H. Foster                        5,582,672                      20,355
James L. Nederlander                  5,603,027                           0


Item 4. Submission of Matters to a vote of Security Holders (continued)

The proposal to amend the Registrant's Amended and Restated 1996 Stock Option
Plan was approved with:

        Votes For                Votes Against                       Abstentions
        ------------------------------------------------------------------------
        4,214,610                    227,242                            22,271

The appointment of BDO Seidman,  LLP as independent public accountants of the
registrant was ratified with:

       Votes For                 Votes Against                       Abstentions
       -------------------------------------------------------------------------
       5,500,471                    102,556                               0


Item 5.  Other Information

         Not applicable

Item 6.  Exhibits & Reports on Form 8-K

         (a) Exhibits

         (b) Reports on Form 8-K
        
         On May 19, 1998, the  Registrant  filed a report on Form 8-K/A in which
         the  Registrant  amended its report on Form 8-K filed on March 30, 1998
         to include financial information related to the Gedco Acquisition.



<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.


Date: August 13, 1998                          /s/ John W. Stuart
                                               ---------------------------------
                                               John W Stuart, Chairman
                                               and Chief Executive Officer


Date: August 13, 1998                          /s/ Kiranjit S. Sidhu
                                               Kiranjit S. Sidhu, Senior Vice
                                               President Finance and 
                                               Administration, and Chief 
                                               Financial Officer

<PAGE>


                                  EXHIBIT INDEX



     10.3  Amended and Restated Loan  Agreement by and between  Imperial  Credit
           Commercial  Mortgage  Investment  Corp.  and Wild Bill's  California,
           Inc., King Henry's, Inc., Fort Liberty, Inc., On Stage Theaters North
           Myrtle Beach, Inc., and On Stage Theaters Surfside Beach, Inc., dated
           as of June 30, 1998.

     10.4  First Amendment to Guaranty by and between Imperial Credit Commercial
           Mortgage  Investment Corp. and the Registrant,  dated as of March 13,
           1998, as amended on June 30, 1998.

     10.5  Asset Purchase  Agreement by and between On Stage  Theaters  Surfside
           Beach,  Inc., On Stage  Theaters  North Myrtle Beach,  Inc., On Stage
           Entertainment,  Inc., and Calvin Gilmore Productions, Inc. dated June
           30, 1998.