U.S. SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB/A

(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, 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 Issuer as Specified in Its Charter

           NEVADA                                            88-0214292
--------------------------------                        ----------------------
(State or Other Jurisdiction                                 (IRS 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 August 11, 2000
         -----                             ------------------------------
Common Stock, $0.01 par value                          7,226,808


<PAGE>


                  ON STAGE ENTERTAINMENT, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                   PAGE NO.

Part I. Financial Information

   Item 1. Consolidated Financial Statements

           Balance sheets.........................................  1
           Statements of operations...............................  2-3
           Statements of cash flows...............................  4
           Notes to financial statements..........................  5-7

   Item 2. Management's Discussion and Analysis
             Of Financial Condition and Results of Operations.....  8-15

Part II. Other Information

   Item 1. Exhibits and Reports on Form 8-K.......................  16

Signatures........................................................  17

Index of Exhibits.................................................  18

<PAGE>
        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,  markets  for On Stage
productions, the expansion of existing and potential gaming and tourist markets,
our  exposure  to  various  of  existing  and  potential  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 the 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 expression.  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 1955. 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

                          PART I. FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

                  On Stage Entertainment, Inc. and Subsidiaries
                           Consolidated Balance Sheets
<TABLE>
                                                                                     December 31,            June 30,
                                           Assets                                        1999                  2000
                                                                                    ---------------       ---------------
                                                                                                           (Unaudited)
<S>                                                                                       <C>                  <C>
Current assets
      Cash and cash equivalents.............................................            $   374,587           $   615,770
      Accounts receivable, net..............................................              1,249,619               951,171
      Inventory.............................................................                234,579               218,117
      Deposits..............................................................                198,523               371,625
      Prepaid and other assets..............................................                238,274               372,719
    Notes receivable from officers  ........................................                117,906               193,899
                                                                                    ----------------      ----------------
               Total current assets.........................................              2,413,488             2,723,301
                                                                                    ----------------      ----------------
Property, equipment and leasehold improvements..............................             23,720,804            16,553,319
Less:  Accumulated depreciation and amortization............................             (5,176,244)           (5,368,335)
                                                                                    ----------------      ----------------
Property, equipment and leasehold improvements, net.........................             18,544,560            11,184,984
Direct acquisition costs (Note 4)...........................................                597,328                     -
Deferred financing costs, net of amortization of $192,810 (Note 5)..........                927,190                     -
                                                                                    ----------------       ---------------
                                                                                       $ 22,482,566          $ 13,908,285
                                                                                    ================       ===============

                       Liabilities and Stockholders' Equity

Current liabilities

    Working capital line ...................................................            $   459,146           $   139,315
    Accounts payable and accrued expenses...................................              1,444,878             1,334,809
    Accrued payroll and other liabilities...................................              3,937,951             4,670,478
    Current maturities of long-term debt....................................             15,398,282            15,395,164
    Note payable to officer ................................................                      -                20,841
                                                                                    ----------------      ----------------
    Total current liabilities...............................................             21,240,257            21,560,607
                                                                                    ----------------      ----------------
Long-term debt, less current maturities.....................................                 30,773                30,773
                                                                                    ----------------      ----------------
           Total liabilities and long-term debt.............................             21,271,030            21,591,380
                                                                                    ----------------      ----------------
Commitments and contingencies (Note 3)
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)           (19,185,699)
                                                                                    ----------------      ----------------
          Total stockholders' equity (deficiency)...........................              1,211,536            (7,683,095)
                                                                                      $ 22,482,566           $ 13,908,285
                                                                                      =============          ============
</TABLE>
            See notes to consolidated financial statements.

                                       1
<PAGE>
                  On Stage Entertainment, Inc. and Subsidiaries
                      Consolidated Statements of Operations
<TABLE>

                                                                                           Three months ended
                                                                                                 June 30,
                                                                                         --------------------
                                                                                         1999                  2000
                                                                                    ---------------      ----------------
                                                                                      (Unaudited)           (Unaudited)
        <S>                                                                               <C>                   <C>
Net revenue ....................................................................       $ 7,403,008          $ 7,151,490
Costs of revenues...............................................................         5,379,324            5,674,062
                                                                                    ----------------     -----------------

Gross profit....................................................................         2,023,684            1,477,428
Selling, general & administrative...............................................         1,035,952              737,772
Depreciation and amortization...................................................           353,534              260,351
Restructuring charges...........................................................           262,793                   -
                                                                                    ----------------    -----------------
Operating income................................................................           371,405              479,305
Interest expense, net...........................................................         1,019,838            1,159,924
Loss on disposition of fixed assets.............................................                 -               (5,856)
                                                                                    ----------------     -----------------
Net loss........................................................................        $ (648,433)         $  (686,475)
                                                                                    ================     =================
Basic and diluted loss per share................................................         $   (0.09)          $    (0.10)
                                                                                    ================     =================
Basic and diluted average number of common shares outstanding...................           7,354,676            7,226,808
                                                                                    ================     =================

</TABLE>
                 See notes to consolidated financial statements.

                                       2
<PAGE>
                  On Stage Entertainment, Inc. and Subsidiaries
                      Consolidated Statements of Operations

<TABLE>
                                                                                              Six months ended
                                                                                                 June 30,
                                                                                    --------------------------------------
                                                                                         1999                  2000
                                                                                    ---------------      ----------------
                                                                                      (Unaudited)          (Unaudited)
<S>                                                                                       <C>                   <C>
Net revenues....................................................................         $13,675,247        $  13,257,247
Costs of revenues...............................................................          10,829,833           10,891,966
                                                                                    ----------------     -----------------
Gross profit....................................................................           2,845,414            2,365,281
Selling, general & administrative...............................................           2,081,868            1,332,787
Depreciation and amortization...................................................             603,601            1,201,822

Write down of assets held for sale and subject for foreclosure  (Note 6)........                   -            6,861,718
Restructuring charges ..........................................................             262,793                    -
                                                                                    ----------------     -----------------
Operating loss..................................................................           (102,848)           (7,031,046)
Interest expense, net...........................................................           1,429,149            1,857,729
Loss on disposition of fixed assets.............................................                    -              (5,856)
Net loss........................................................................       $ (1,531,997)     $     (8,894,631)
                                                                                    ================     =================
Basic and diluted loss per share................................................       $      (0.21)     $          (1.23)
                                                                                    ================     =================
Basic and diluted average number of common shares outstanding...................          7,459,597             7,226,808
                                                                                    ================     =================
</TABLE>

                 See notes to consolidated financial statements.

                                       3
<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,
                                                                                     ------------------------------------------
                                                                                           1999                   2000
                                                                                     -----------------     -------------------
                                                                                        (Unaudited)            (Unaudited)
<S>                                                                                         <C>                     <C>
Cash flows from operating activities
       Net loss..............................................................        $     (1,531,997)         (8,894,631)
                                                                                     -----------------     -------------------
       Adjustments  to  reconcile  net  loss  to  net  cash  used  in  operating
activities:

         Depreciation and amortization.......................................                 676,087           1,201,822
         Write-down of assets held for sale and subject to foreclosure.......                       -           6,861,719
         Write-down of deferred financing charges............................                       -             927,190
         Loss on disposal of fixed assets....................................                       -               5,856
              Accounts receivable............................................                 180,505             298,448
              Inventory......................................................                  (4,438)             16,462
              Deposits.......................................................                (223,792)           (173,102)
              Prepaid and other assets.......................................                 (73,151)           (134,445)
              Accounts payable and accrued expenses..........................                (143,496)           (145,485)
              Accrued payroll and other liabilities..........................                 794,769             732,527
                                                                                     ------------------    --------------------
         Total adjustments...................................................               1,206,484           9,590,992
                                                                                     ------------------    --------------------
Net cash provided (used in) operating activities.............................                (325,513)            696,361
                                                                                     ------------------    --------------------
Cash flows from investing activities
         Advances on notes receivable from officer...........................                 (31,950)            (75,993)
         Payments received on notes receivable from officer..................                  15,526                   -
              Capital expenditures...........................................                 (42,538)            (77,085)
                                                                                     ------------------    --------------------
Net cash provided (used in) investing activities.............................                 (58,962)           (153,078)
                                                                                     ------------------    --------------------
Cash used in financing activities
               Borrowings/repayments under working capital line (Note 5).....                (127,834)           (319,823)
               Repayment on long-term borrowing..............................                (263,976)             (3,118)
               Notes payable to officer......................................                 300,000              20,841
               Cash received on notes payable from officer...................                 (83,000)                  -
               Issuance of common stock......................................                 100,050                   -
                                                                                    --------------------   --------------------
Net cash provided by (used in) financing activities..........................                 (74,760)           (302,100)
                                                                                     ------------------    --------------------

Effect of exchange rate changes on cash and cash equivalents.................                 (84,456)                  -
                                                                                     ------------------    --------------------
Net decrease in cash and cash equivalents....................................                 (543,691)           241,183
Cash and cash equivalents at beginning of period.............................                1,009,768            374,587
                                                                                     ------------------    --------------------
Cash and cash equivalents at end of period...................................              $   466,077          $ 615,770
                                                                                     ==================    ====================

Supplemental  disclosure  of cash flow  information  Cash paid during the period
for:

        Interest.............................................................            $    460,827           $   7,703
                                                                                     ==================    ====================

</TABLE>
                 See notes to consolidated financial statements.

                                       4
<PAGE>
Supplemental Schedule of Non-Cash Investing and Financing Activities

On June 2000 On Stage  sold  equipment  with  historical  cost of  approximately
$8000, at a loss of $5,856.

                  On Stage Entertainment, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

                                  June 30, 1999

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
Subsidiaries,  the  accompanying  unaudited  consolidated  financial  statements
include  all normal  adjustments  considered  necessary  to  present  fairly the
financial  position as of June 30, 2000,  and the results of operations and cash
flows for the three months ended June 30, 2000 and 1999. Interim results are not
necessarily  indicative  of results for full year.  The  consolidated  financial
statements  and notes are presents as permitted by form 10-Q, and do not contain
information included in the Company's audited consolidated  financial statements
and notes for the fiscal year ended December 31, 1999.

(1) Loss per share

     Statement  of  Financial  Accounting  Standard No. 128 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 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.
We have adopted  this  pronouncement  during the fiscal year ended  December 31,
1997.

     For the six  months  ended June 30,  1999,  potential  dilutive  securities
representing  1,121,550  outstanding  stock  options and  3,660,155  outstanding
warrants are not included,  since their effect would be  anti-dilutive.  For the
six months  ended June 30,  2000,  potential  dilutive  securities  representing
1,224,850  outstanding stock options and 3,660,155  outstanding warrants are not
included, since their effect would be anti-dilutive.

(2) Commitments and Contingencies

     We are a party to various legal  proceedings  in which the adverse  parties
are seeking  damages from us.  While there can be no  assurance  that any of the
instituted or threatened lawsuits will be settled or decided in favor of us, the
management  of On Stage 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>
(3) 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 $18,837,000  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
15.2% for the six months ended June 30, 1999,  to 10.1% for the six months ended
June 30, 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.

 (4) Direct acquisition costs

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

(5) Deferred financing charges

     On June 30, 2000, On Stage wrote-off  deferred  financing  charges totaling
$927,190, which had no future value.

(6) Foreclosing procedures

     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,  King  Henry's  Feast and  Legends in
Concert  Surfside Beach  theaters in exchange for 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. Additionally, we agreed to operate the
King Henry's and Fort Liberty  Theaters  until June 21, 2000,  at which time the
theaters  were closed to the public.  We are  continuing  to work with ICCMIC to
generate a sale of the Legends in Concert  Surfside Beach Theater to a purchaser
who would be  interested in leasing the venue back to us so that we can continue
to operate our show therein. In the meantime,  ICCMIC has allowed us to continue
to publicly present our show at the theater until it can be sold and leased back
to us as set forth above.

                                       6
<PAGE>
(7) Segment information

     The following  information  is presented in  accordance  with SFAS No. 131,
which was adopted by the Company in the fourth quarter of 1998.

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 merchandise  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.

     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.  On Stage  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.

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

<TABLE>
                                                For the six months ended June 30, 1999
                                         -------------- -------------- ------------- ------------- ----------------
                                                                                                       Total
                                            Casino      Production       Theaters        OSE        Consolidated
                                         -------------- -------------- ------------- ------------- ----------------
<S>                                      <C>            <C>                <C>                         <C>
Revenues from external customers         $   4,848,049  $   45,499      $ 8,781,699  $         -    $   13,675,247
Interest expense                         $          27  $    1,123      $ 1,323,694  $   104,305    $    1,429,149
Depreciation and amortization            $     185,583  $   43,923      $   280,397  $    93,698    $      603,601
Segment profit (loss)                    $   1,246,182  $ (342,939)     $(1,092,935) $(1,342,305)   $   (1,531,997)
Segment assets                           $   3,182,401  $  775,783      $18,336,767  $ 1,861,576    $   24,156,527
Additions to long-lived assets           $      20,091  $        -      $    22,447  $         -    $       42,538
</TABLE>

<TABLE>
                                                For the six months ended June 30, 2000
                                         -------------- -------------- ------------- ------------- ----------------
                                                                                                        Total
                                            Casino       Production      Theaters        OSE        Consolidated
                                         -------------- -------------- ------------- ------------- ----------------
<S>                                      <C>              <C>                <C>           <C>           <C>
Revenues from external customers         $   4,959,682  $   24,075     $   8,273,490  $         -    $  13,257,247
Interest expense                         $       2,028  $        -     $   1,809,515  $    46,186    $   1,857,729
Depreciation and amortization            $     200,057  $   54,146     $     241,874  $   705,745    $   1,201,822
Segment profit (loss)                    $   1,308,421  $ (412,517)    $  (8,299,049) $(1,491,486)   $  (8,894,631)
Segment assets                           $   3,216,367  $  899,897     $  10,572,140  $ 1,865,215    $  16,553,319
Additions to long-lived assets           $       8,064  $   11,971     $      48,730  $     8,320    $      77,085

</TABLE>

                                       7
<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 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
acquisition  plans and the benefits we anticipate from these  acquisitions,  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.

     The most  important  factors that could prevent On Stage from achieving our
goals and cause the assumptions  underlying the  forward-looking  statements and
the actual results to differ  materially  from those  expressed in or implied by
those  forward-looking  statements  include the  information  provided under the
heading "Description of Business-Risk Factors" in Item 1 of our Annual Report on
Form 10-KSB for the year ended December 31, 1999, as well as the following:

o    On Stage's dependence on our flagship Legends in Concert production and our
     principal  production  venues;  o The ability to  successfully  produce and
     market new productions and to manage the growth associated with the any new
     productions;

o    Risks  associated with our acquisition  strategy,  including our ability to
     successfully identify, complete and integrate strategic acquisitions;

o    The ability to meet our commitments under our credit facilities,  which are
     currently in default,  and to obtain alternative,  additional  financing on
     commercially reasonable terms;

o    The ability to continue as an ongoing concern;

o    The competitive  nature of the leisure and  entertainment  industry and the
     ability to continue to distinguish our services;

o    Fluctuations in quarterly  operating results and the highly seasonal nature
     of our business;

o    The ability to  reproduce  the  performance,  likeness and voice of various
     celebrities without infringing on the publicity rights of those celebrities
     or their  estates,  as well as our  ability  to  protect  our  intellectual
     property rights;

o    The ability to successfully manage the litigation pending against us and to
     avoid future litigation;and

o    The results of operations which depend on numerous  factors,  including the
     commencement  and  expiration  of  contracts,  the timing and amount of new
     business  generated  by us,  our  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.

                                       8
<PAGE>
Results of Operations

     The  following  tables  set  forth,  the  results  of  operations  for  the
reportable segments indicated:
<TABLE>
                                                        For the quarter ended June 30, 1999
                            -------------- ------------- -------------- --------------- ---------------- ---------------
                                                                          Sub-Total
                                                                          Operating                          Total
                               Casino       Production     Theaters        Segments           OSE         Consolidated
                            -------------- ------------- -------------- --------------- ---------------- ---------------
<S>                              <C>            <C>           <C>             <C>             <C>                <C>
Net revenues.................$  2,274,856    $   26,929    $ 5,101,223   $   7,403,008     $        -     $  7,403,008
Cost of revenues.............   1,437,970       170,628      3,770,726       5,379,324              -        5,379,324
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Gross profit (loss)..........     836,886      (143,699)     1,330,497       2,023,684              -        2,023,684
Selling, general &
administrative...............     132,112             -        425,132         557,244        478,708        1,035,952
Depreciation & amortization..      86,204        22,029        199,724         307,957         45,577          353,534
Restructuring charges              10,000             -        113,359         123,359        139,434          262,793
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Operating income (loss)......     608,570      (165,728)       592,282       1,035,124       (663,719)         371,405
Interest expense, net........          27             -        966,804         966,831         53,007        1,019,838
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Net income (loss)............ $   608,543   $  (165,728)   $  (374,522)   $     68,293    $  (716,726)    $   (648,433)
                            ============== ============= ============== =============== ================ ===============
</TABLE>

<TABLE>
                                                        For the quarter ended June 30, 2000
                            -------------- ------------- -------------- --------------- ---------------- ---------------
                                                                          Sub-Total
                                                                          Operating                          Total
                               Casino       Production     Theaters        Segments           OSE         Consolidated
                            -------------- ------------- -------------- --------------- ---------------- ---------------
<S>                              <C>            <C>           <C>             <C>             <C>                <C>
Net revenues.................$  2,486,233    $   13,405    $ 4,651,852   $   7,151,490       $        -      $7,151,490

Cost of revenues.............   1,657,216       196,543      3,820,303       5,674,062                -        5,674,062
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Gross profit (loss)..........     829,017      (183,138)       831,549       1,477,428                -        1,477,428
Selling, general &
administrative...............     115,257             -        194,827         310,084          427,688          737,772
Depreciation & amortization..      99,977        27,137         84,729         211,843           48,508          260,351
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Operating income (loss)......     613,783      (210,275)       551,993         955,501        (476,196)         479,305
Interest expense, net........         399             -      1,140,147       1,140,546          19,378        1,159,924
Loss on disposal of fixed
    assets...................           -             -          5,856           5,856                -           5,856
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Net income (loss)............ $   613,384   $ (210,275)    $  (594,010)   $   (190,901)     $ (495,574)     $  (686,475)
                            ============== ============= ============== =============== ================ ===============

</TABLE>

                                       9
<PAGE>
<TABLE>
                                                          For the six months ended June 30, 1999
                            -------------- ------------- -------------- --------------- ----------------- --------------
                                                                          Sub-Total
                                                                          Operating                           Total
                               Casino       Production     Theaters        Segments           OSE         Consolidated
                            -------------- ------------- -------------- --------------- ----------------- --------------
<S>                               <C>           <C>            <C>            <C>             <C>              <C>
Net revenues.................$  4,848,049    $   45,499    $ 8,781,699   $  13,675,247    $        -       $  13,675,247
Cost of revenues.............   3,082,748       343,392      7,403,693      10,829,833             -          10,829,833
                            -------------- ------------- -------------- --------------- ----------------- --------------
Gross profit (loss)..........   1,765,301      (297,893)     1,378,006       2,845,414             -           2,845,414

Selling, general &
administrative...............     323,509             -        753,491       1,077,000         1,004,868      2,081,868

Depreciation &                    185,583        43,923        280,397         509,903            93,698        603,601
amortization.................
Restructuring charges........      10,000             -        113,359         123,359           139,434        262,793
                            -------------- ------------- -------------- --------------- ----------------- --------------
Operating income (loss)......   1,246,209      (341,816)       230,759       1,135,152       (1,238,000)      (102,848)

Interest expense, net........          27         1,123      1,323,694       1,324,844           104,305      1,429,149
                            -------------- ------------- -------------- --------------- ----------------- --------------
Net income (loss)............$  1,246,182   $  (342,939)  $ (1,092,935) $    (189,692)   $    (1,342,305) $  (1,531,997)
                            ============== ============= ============== =============== ================= ==============

</TABLE>
<TABLE>
                                                      For the six months ended June 30, 2000
                            -------------- ------------- -------------- --------------- ---------------- ---------------
                                                                          Sub-Total
                                                                          Operating                          Total
                               Casino      Production      Theaters        Segments           OSE         Consolidated
                            -------------- ------------- -------------- --------------- ---------------- ---------------
<S>                             <C>             <C>           <C>              <C>            <C>              <C>
Net revenues.................  $4,959,682    $   24,075    $ 8,273,490   $  13,257,247    $        -     $  13,257,247
Cost of revenues.............   3,207,288       382,446      7,302,232      10,891,966             -        10,891,966
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Gross profit (loss)..........   1,752,394      (358,371)       971,258       2,365,281             -         2,365,281
Selling, general &
administrative...............     241,888             -        351,344         593,232        739,555        1,332,787
Depreciation &
amortization.................     200,057        54,146        241,874         496,077        705,745        1,201,822
Loss on write-down of assets.           -             -      6,861,718       6,861,718              -        6,861,718
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Operating income (loss)......   1,319,449      (412,517)    (6,483,678)    (5,585,746)     (1,445,300)      (7,031,046)
Interest expense, net........       2,028             -      1,809,515      1,811,543          46,186        1,857,729
Gain (loss) on disposition
 of fixed assets............            -             -        (5,856)         (5,856)              -           (5,856)
                           -------------- ------------- -------------- --------------- ---------------- ---------------
Net income (loss)............$  1,308,421  $  (412,517)  $ (8,299,049)   $ (7,403,145)  $  (1,491,486)   $  (8,894,631)
                            ============== ============= ============== =============== ================ ===============

</TABLE>

                                       10
<PAGE>
Quarter Ended June 30, 1999 versus Quarter Ended June 30, 2000

     Net Revenues.  Revenues were approximately $7,151,000 for the quarter ended
June 30, 2000  compared  to  $7,403,000  for the  quarter  ended June 30, 1999 a
decrease  of  $252,000,  or 3.4%.  Our  revenue is derived  from five  principal
operating segments:  Casinos,  Events,  Merchandise,  Production  Services,  and
Theaters. Revenues from Events are included in the Casino segment. Revenues from
Merchandise are included in the Theaters segment.

     Casinos revenues were  approximately  $2,486,000 for the quarter ended June
30, 2000 compared to $2,275,000 for the quarter ended June 30, 1999, an increase
of $211,000,  or 9.3%.  Contributing  to this  increase were the addition of new
Legends shows at the Imperial Palace in Biloxi, Mississippi, the addition of new
Legends show on Premier  Cruise Lines and the increases in revenue  attributable
to limited  engagements  and corporate  events.  These  increases were partially
offset by a decrease in revenue at the Legends show at the  Imperial  Palace and
Casino, in Las Vegas, Nevada.

     Production  Services  revenues were  approximately  $13,000 for the quarter
ended June 30, 2000 compared to $27,000 for the quarter ended June 30, 1999. The
decrease was attributable to a decrease in equipment rentals.

     Theaters revenues were approximately  $4,652,000 for the quarter ended June
30, 2000 compared to $5,101,000  for the quarter ended June 30, 1999, a decrease
of $449,000,  or 8.8%. This decrease was primarily  attributable to decreases in
revenues generated by On Stage's dinner theaters and the  discontinuation of the
Legends show at the Sheraton Centre Hotel in Toronto, Canada.

     Costs of Revenues.  Total costs of revenues were $5,674,000 for the quarter
ended June 30, 2000 compared to $5,379,000  for the quarter ended June 30, 1999,
an increase of $295,000,  or 5.5%.  Costs of revenues  increased to 79.3% of net
revenues  for the  quarter  ended June 30,  2000,  as  compared to 72.7% for the
quarter  ended June 30, 1999.  This increase in cost of sales as a 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  $738,000  for the  quarter  ended  June 30,  2000 as
compared  to  $1,036,000  for the  quarter  ended June 30,  1999,  a decrease of
$298,000, or 28.8%. This is primarily  attributable to our reduction of overhead
associated with the discontinuation of our "roll-out" strategy. Selling, general
and  administrative  costs  decreased  to 10.0% of net  revenues for the quarter
ended June 30, 2000, as compared to 14.0% for the quarter ended June 30, 1999.

     Depreciation  and  Amortization.  Depreciation  and  amortization  for  the
quarter ended June 30, 2000 decreased by $93,000,  or 26.4%,  as compared to the
quarter ended June 30, 1999. The decrease was primarily due to the write down of
assets held for sale and subject to foreclosure.

     Restructuring Charges. Restructuring charges represents expenses related to
the   closing   of  the   Legends   show  in   Toronto,   Canada,   payment   of
employment-related  severance and  termination  benefits,  legal  expenses,  and
relocation expenses of a key executive.

                                       11
<PAGE>
     Operating Income.  Our operating income was approximately  $479,000 for the
quarter ended June 30, 2000 compared to an operating  income of $371,000 for the
quarter ended June 30, 1999.

     Interest Expense, Net. Interest expense for the quarter ended June 30, 2000
increased by $141,000,  or 13.9% as compared to the quarter ended June 30, 1999.
The increase was primarily due to interest  accrued on the Imperial Credit debt,
together with penalties and default interest rates.

     Income Taxes. On Stage 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.  We have not  accrued  any  federal  income tax for the quarter
ended June 30,  1999.  At June 30, 1999 and 2000,  we had federal net  operating
loss  carryforwards of approximately  $7,907,000 and $17,290,000,  respectively.
Under Section 382 of the Internal Revenue Code, certain  significant  changes in
ownership  that On  Stage 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, 1999 versus Six Months Ended June 30, 2000

     Net Revenues.  Revenue were  approximately  $13,257,000  for the six months
ended June 30, 2000  compared to  $13,675,000  for the six months ended June 30,
1999 a decrease of $418,000, or 3.1%. Our revenue is derived from five principal
operating  segments:  Casinos,  Events,  Merchandise,  Productions and Theaters.
Revenues  from  Events  are  included  in  the  Casino  segment.  Revenues  from
Merchandise are included in the Theaters segment.

     Casinos  revenues were  approximately  $4,960,000  for the six months ended
June 30, 2000 compared to $4,848,000  for the six months ended June 30, 1999, an
increase of $112,000,  or 2.3%.  Contributing to this increase were the addition
of new Legends shows at the Imperial Palace in Biloxi, Mississippi, the addition
of new  Legends  shown on  Premier  Cruise  Lines and the  increases  in revenue
attributable to limited  engagements and corporate events.  These increases were
partially  offset by a decrease in revenue at the Legends  show at the  Imperial
Palace and Casino, in Las Vegas, Nevada.

     Production Services revenues were approximately  $24,000 for the six months
ended June 30, 2000  compared to $45,000 for the six months ended June 30, 1999.
The decrease was attributable to a decrease in equipment rentals.

     Theaters  revenues were  approximately  $8,273,000 for the six months ended
June 30, 2000 compared to  $8,782,000  for the six months ended June 30, 1999, a
decrease of $509,000,  or 5.8%.  This  decrease was  primarily  attributable  to
decreases  in revenue  generated  by On Stage's  theaters in  Orlando,  Florida,
Legends show in Myrtle  Beach,  South  Carolina and the  discontinuation  of the
Legends show in Toronto, Canada.

                                       12
<PAGE>
     Costs of Revenues.  Total costs of revenues  were  $10,892,000  for the six
months ended June 30, 2000 compared to $10,830,000 for the six months ended June
30, 1999, an increase of $62,000,  or 0.6%. Costs of revenues increased to 82.2%
of net revenues for the six months ended June 30, 2000, as compared to 79.2% for
the six  months  ended  June  30,  1999.  This  increased  in cost of sales as a
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  $1,333,000  for the six months ended June 30, 2000 as
compared to  $2,082,000  for the six months  ended June 30,  1999, a decrease of
$749,000, or 36.0%. Selling, general and administrative costs decreased to 10.1%
of net revenues for the six months ended June 30, 2000, as compared to 15.2% for
the six months  ended  June 30,  1999.  This is  primarily  attributable  to our
reduction  of overhead  associated  with the  discontinuation  of our  roll-out"
strategy.

     Depreciation  and  Amortization.  Depreciation and amortization for the six
months ended June 30, 2000 increased by $598,000,  or 99.1%,  as compared to the
six months ended June 30, 1999.  The increase was primarily due to the write-off
of the direct acquisition costs.

     Restructuring Charges. Restructuring charges represents expenses related to
the   closing   of  the   Legends   show  in   Toronto,   Canada,   payment   of
employment-related  severance and  termination  benefits,  legal  expenses,  and
relocation expenses of a key executive.

     Operating Loss. On Stage's operating loss were approximately $7,031,000 for
the six months  ended June 30, 2000,  compared to an operating  loss of $103,000
for the six months ended June 30, 1999, an increase of $6,928,000.

     Interest  Expense,  Net. Interest expense for the six months ended June 30,
2000  increased by  $429,000,  or 30.0% as compared to the six months ended June
30, 1999.  The increase was  primarily  due to interest  accrued on the Imperial
Credit debt, together with penalties and default interest rates.

     Income Taxes. On Stage 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.  We have not accrued any federal  income tax for the six months
ended June 30,  2000.  At June 30, 1999 and 2000,  we had federal net  operating
loss  carryforwards  of approximately  $7,907,000 and $17,290,000  respectively.
Under Section 382 of the Internal Revenue Code, certain  significant  changes in
ownership  that On  Stage 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.

Seasonality and Quarterly Results

     On Stage's  business has been, and is expected to remain,  highly seasonal,
with the  majority of our  revenue  being  generated  during the months of April
through October.  Part of our 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 following  table sets forth On Stage's net revenue for each of the last
six quarters ended June 30, 2000:

<TABLE>
                                       Net Revenues ($ in thousands)
<S>                  <C>                 <C>                   <C>                  <C>
                   March 31,             June 30,           September 30,       December 31,
                  ---------             --------           -------------       ------------
Fiscal 1999....... $ 6,272              $ 7,403                 $8,059            $7,819
Fiscal 2000....... $ 6,106              $  7,151
</TABLE>

                                       13
<PAGE>
Liquidity and Capital Resources

General

     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  (including  assumptions  regarding the
anticipate  timetable  of  our  new  show  openings  and  the  costs  associated
therewith),  that On Stage current cash, cash equivalent  balances,  anticipated
revenue from  operation  and our working  capital line will not be sufficient to
fund our ongoing 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 $18,837,000,  and has defaulted on our long-term debt.  These factors
raise  substantial  doubt about our 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.  These  repots  of On Stage
independent  certified  public  accountant  for the year ended December 31, 1999
contains an explanatory  paragraph  regarding the  uncertainty of our 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.  On Stage has either closed down or restructured  any business units
that are not  generating  positive cash flow. In addition,  On Stage has lowered
selling, general and administrative costs as a percentage of revenues from 15.2%
for the six months ended June 30, 1999,  10.1% for the six months ended June 30,
2000 and  continues  to  downsize  and  restructure  our  selling,  general  and
administrative.

     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

Cash Flow

     For the six months ended June 30, 1999,  On Stage had net cash deficit used
by  operations  of  approximately  $325,000.  As of June 30, 1999,  On Stage had
approximately  $466,000 in cash and cash equivalents.  The operating deficit was
primarily   attributable  to  pre-opening  costs  for  new  shows  and  business
seasonality.  For the six  months  ended  June 30,  2000,  On Stage had net cash
provided by operations of approximately  $696,000. As of June 30, 2000, On Stage
had approximately  $616,000 in cash and cash  equivalents.  The cash provided by
operations was primarily  attributable to the write down of assets and write off
of deferred financing costs.

     The net cash used in investing activities for the six months ended June 30,
1999 of $59,000 was primarily attributable to capital expenditures. The net cash
used in investing activities for the six months ended June 30, 2000 of $153,000,
was  primarily  attributable  to  capital  expenditures  and  advances  on  note
receivable from stockholder.

     Net cash used by  financing  activities  for the six months  ended June 30,
1999 of $75,000,  was attributable to notes payable from officer and issuance of
common  stock,  offset by  repayment  of long-term  borrowing  and  repayment of
working  capital line. Net cash used by financing  activities for the six months
ended June 30, 2000 of $302,000 was primarily  attributable to repayment of line
of credit and long-term debt.

                                       14
<PAGE>
Working Capital

     At June  30,  1999,  we had a  working  capital  deficit  of  approximately
$17,927,000  primarily  attributable  from an increase in the accrued  expenses,
accrued payroll and other liabilities,  notes payable to officer and the default
acceleration  of our lease and loan from First  Security and Imperial  Credit to
current  liabilities.  At June 30,  2000,  we had  working  capital  deficit  of
approximately  $18,837,000 which resulted primarily from increase in the accrued
expenses,  accrued payroll and other  liabilities,  notes payable to officer and
the default  acceleration of our lease and loan from First Security and Imperial
Credit to current  liabilities.  Because of the  recurring  losses,  the working
capital  deficit and the loan  defaults,  our  auditors  issued a going  concern
opinion for the year ended December 31, 1999.

Working Capital Line

     In May 1997, First Security Bank of Nevada ("First Security") issued a line
of credit to us 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 this line of credit.

     On March 28, 1998,  First  Security  agreed to increase this 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,  On Stage had drawn  $1,000,000  on the line of
credit.  As of March 31,  1999,  On Stage 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 June 30,
2000, amounts owed under the line of credit were $139,000.

Capital Equipment Financing Commitment

     On September 29, 1997,  First  Security  Leasing  Company  (First  Security
Leasing),  a Utah corporation,  approved On Stage for a $1,000,000 lease line of
credit.  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 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 on June 30,  2000,
amounts owed under the lease line was $1,300,000.

Mortgage Financing Commitment

     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 agreed to operate the King Henry's and Fort  Liberty  Theaters
until June 21, 2000,  at which time the theaters  were closed to the public.  We
are  continuing to work with ICCMIC to generate a sale of the Legends in Concert
Surfside  Beach  Theater to a purchaser  who would be  interested in leasing the
venue back to us so that we can  continue  to operate our show  therein.  In the
meantime,  ICCMIC has allowed us to continue to publicly present our show at the
theater until it can be sold and leased back to us as set forth above.

                                       15
<PAGE>
                           PART II. OTHER INFORMATION

Item 1.  Exhibits & Reports on Form 8-K

         (a) Exhibits

             None.

         (b) Reports on Form 8-K

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

          On Stage  filed a Current  Report on Form 8-K on  September  15,  2000
     (Commission File No: 000-29402)

                                       16
<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: November 16, 2000                  By:  /s/ John W. Stuart
                                            ---------------------------------
                                            John W Stuart
                                            Chairman and Chief Executive Officer

Date: Novemer 16, 2000                   By: /s/ Pedro Perez
                                            ----------------------------------
                                            Pedro Perez Chief Accounting Officer

                                       17