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 September 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  November 17, 2000
         -----                             ---------------------------------
Common Stock, $0.01 par value                         11,307,930


<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....................     5-8
       Item 2. Management's Discussion and Analysis
                Of Financial Condition and Results of Operations.     9-16


Part II. Other Information

     Item 1. Exhibits and Reports on Form 8-K....................     17

Signatures.......................................................     18

Exhibits.........................................................     19

<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 trends in the gaming  industry,  our  restructuring
plans and the benefits we anticipate from restructuring,  our business strategy,
our  outstanding  litigation  matters  and the  defenses  available  to us,  the
seasonality  of our  business,  and  liquidity  issues,  as well as  information
contained  elsewhere in this report where  current  statements  are preceded by,
followed by or include the words "believes," "expects," "anticipates" or similar
expressions.  For these  statements,  On Stage claims the protection of the safe
harbor  for  forward-looking  statements  contained  in the  Private  Securities
Litigation Reform act of 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
<TABLE>
                                                                                     December 31,          September 30,
                                            Assets                                        1999                  2000
                                                                                    ---------------       ---------------
                                                                                                            (Unaudited)
<S>                                                                                        <C>                  <C>
Current assets

      Cash and cash equivalents.............................................            $   374,587        $      816,611

      Accounts receivable, net..............................................              1,249,619               643,580
      Inventory.............................................................                234,579               187,421
      Deposits..............................................................                198,523               263,288
      Prepaid and other assets..............................................                238,274               298,039
    Notes receivable from officers  ........................................                117,906               267,198
                                                                                    ----------------      ----------------
               Total current assets.........................................              2,413,488             2,476,137
                                                                                    ----------------      ----------------
Property, equipment and leasehold improvements..............................             23,720,804            14,590,587
Less:  Accumulated depreciation and amortization............................             (5,176,244)           (5,307,866)
                                                                                    ----------------      ----------------
Property, equipment and leasehold improvements, net.........................             18,544,560             9,282,721
Direct acquisition costs (Note 5)...........................................                597,328                     -
Deferred financing costs, net of amortization of $192,810 (Note 6)..........                927,190                     -
                                                                                    ---------------       ---------------
                                                                                       $ 22,482,566        $   11,758,858

                       Liabilities and Stockholders' Equity

Current liabilities
    Working capital line ...................................................            $   459,146        $            -
    Accounts payable and accrued expenses...................................              1,444,878             1,175,351
    Accrued payroll and other liabilities...................................              3,937,951             3,995,288
    Current maturities of long-term debt....................................             15,398,282            14,332,096
    Note payable to officer ................................................                      -                21,371
                                                                                    ----------------      ----------------
    Total current liabilities...............................................             21,240,257            19,524,106
                                                                                    ----------------      ----------------
Long-term debt, less current maturities.....................................                  30,773                    -
                                                                                    ----------------      ----------------
           Total liabilities and long-term debt.............................             21,271,030            19,524,106
                                                                                    ----------------      ----------------
Commitments and contingencies (Note 4)
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)          (19,267,852)
                                                                                    ----------------      ----------------
          Total stockholders' equity (deficiency)...........................              1,211,536           (7,765,248)
                                                                                    ----------------      ----------------
                                                                                    $    22,482,566        $  11,758,858
                                                                                    ================      ================

</TABLE>
                 See notes to consolidated financial statements.

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

                                                                                             Three months ended
                                                                                                 September 30,
                                                                                          -------------------------
                                                                                         1999                  2000
                                                                                    ---------------      ----------------
                                                                                      (Unaudited)          (Unaudited)
<S>                                                                                      <C>                    <C>
Net revenues....................................................................     $     7,792,718      $     6,393,371
Costs of revenues...............................................................           5,637,613            5,086,094
                                                                                    ----------------     -----------------
Gross profit....................................................................           2,155,105            1,307,277
Selling, general & administrative...............................................           1,023,677            1,040,183
Depreciation and amortization...................................................             306,288              254,843
Write down of assets held for sale and subject for foreclosure..................                   -               56,591
Restructuring charges...........................................................              81,060                    -
                                                                                    ----------------     -----------------
Operating income (loss).........................................................             744,080              (44,340)
Interest expense, net...........................................................             711,756               32,651
Other (Income)..................................................................            (368,786)            (292,956)
Loss on disposition of disposition of property plant and equipment..............              61,237              298,118
                                                                                    ----------------     -----------------
Net income (loss)...............................................................      $      339,873      $       (82,153)
                                                                                    ================     =================

Basic and diluted loss per share................................................            $   0.05          $    (0.01)
                                                                                    ================     =================

Basic and diluted average number of common shares outstanding...................           7,031,475            7,226,808
                                                                                    ================     =================

</TABLE>
             See notes to consolidated financial statements.

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

<TABLE>
                                                                                              Nine months ended
                                                                                                 September 30,
                                                                                    --------------------------------------
                                                                                         1999                  2000
                                                                                    ---------------      ----------------
                                                                                      (Unaudited)          (Unaudited)
<S>                                                                                       <C>                   <C>

Net revenues....................................................................      $   21,467,965       $   19,650,618
Costs of revenues...............................................................          16,467,446           15,978,060
                                                                                    ----------------     -----------------
Gross profit....................................................................           5,000,519            3,672,558
Selling, general & administrative...............................................           3,105,545            2,372,970
Depreciation and amortization...................................................             909,889            1,456,665
Write down of assets held for sale and subject for foreclosure..................                   -            6,918,309
Restructuring charges ..........................................................             343,853                    -
                                                                                    ----------------     -----------------
Operating income  (loss)........................................................             641,232           (7,075,386)
Interest expense, net...........................................................           2,140,905            1,890,380
Other (income)..................................................................            (368,786)            (292,956)
Loss on disposition of property plant and equipment.............................              61,237              303,974
                                                                                    ----------------     -----------------
Net loss........................................................................       $ (1,192,124)      $    (8,976,784)
                                                                                    ================     =================
Basic and diluted loss per share................................................         $    (0.16)          $    (1.24)
                                                                                    ================     =================
Basic and diluted average number of common shares outstanding...................           7,288,497            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>
                                                                                                 Nine months ended
                                                                                                     September 30,
                                                                                     ------------------------------------------
                                                                                           1999                   2000
                                                                                     -----------------     -------------------
                                                                                        (Unaudited)            (Unaudited)
<S>                                                                                         <C>                    <C>
Cash flows from operating activities
       Net loss..............................................................        $   (1,192,124)        $    (8,976,784)
                                                                                     ------------------    --------------------
Adjustments  to  reconcile  net  loss  to  net  cash  used  in  operating
activities:
               Depreciation and amortization.................................               985,911               1,456,665
               Direct acquisition costs......................................              (596,356)                597,328
               Write off of debt financing costs.............................                     -                 927,190
               Write-down of assets held for sale and subject to foreclosure.                     -               6,918,309
                Loss on disposal of property plant and equipment.............                61,236                 303,974
                        Accounts receivable..................................               (75,151)                606,039
                        Inventory............................................               (21,286)                 47,158
                        Deposits.............................................              (127,794)                (64,765)
                        Prepaid and other assets.............................               134,362                 (59,765)
                        Accounts payable and accrued expenses................              (142,234)               (653,867)
                        Accrued payroll and other liabilities................             1,336,231                  57,337
                                                                                     ------------------    ------------------
         Total adjustments...................................................             1,554,919              10,135,503
                                                                                     ------------------    ------------------
Net cash provided (used in) operating activities.............................               362,795               1,158,819
                                                                                     ------------------    ------------------
Cash flows from investing activities
              Proceeds from sale of assets...................................                     -               2,000,000
              Advances on notes receivable from officer......................                     -                (149,292)
              Pay down on note receivable from officer.......................                14,272                      -
              Capital expenditures...........................................              (179,055)               (107,770)
                                                                                     ------------------    ------------------
Net cash provided (used in) investing activities.............................              (164,783)              1,742,938
                                                                                     ------------------    ------------------
Cash used in financing activities
               Repayments under working capital line.........................              (377,842)                     -
               Repayment on long-term borrowing..............................              (348,529)            (2,481,104)
               Notes payable to officer......................................                36,968                      -
               Cash received on notes payable from officer...................                     -                 21,371
               Issuance of common stock......................................               182,493                      -
                                                                                     ------------------     ----------------
Net cash provided by (used in) financing activities..........................              (506,910)            (2,459,733)
                                                                                     ------------------    -----------------
Effect of exchange rate changes on cash and cash equivalents.................               (89,292)                     -
                                                                                     ------------------    -----------------
Net decrease in cash and cash equivalents....................................              (398,190)               442,024
Cash and cash equivalents at beginning of period.............................             1,009,768                374,587
                                                                                     ------------------    -----------------
Cash and cash equivalents at end of period...................................          $    611,578          $     816,611
                                                                                     ==================    =================
Supplemental  disclosure  of cash flow  information  Cash paid during the period
for:
        Interest.............................................................          $    675,984          $      10,380
                                                                                     ==================    =================

</TABLE>
                 See notes to consolidated financial statements.

Supplemental Schedule of Non-Cash Investing and Financing Activities

     In  June  2000  On  Stage  sold  equipment  with  an  historical   cost  of
approximately $8,000, at a loss of $5,856.

                                       4
<PAGE>
                  On Stage Entertainment, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                               September 30, 2000

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 September 30, 2000,  and the results of operations and
cash  flows for the nine  months  ended  September  30,  2000 and 1999.  Interim
results  are  not   necessarily   indicative  of  results  for  full  year.  The
consolidated  financial  statements and notes are presented as permitted by form
10-Q,  and do not  contain  information  included  in our  audited  consolidated
financial statements and notes for the fiscal year ended December 31, 1999.

(1) 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 $17,048,000  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.  The report of our
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.

     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 anticipates 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
14.5% for the nine months ended September 30, 1999, to 12.1% for the nine months
ended  September 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.

                                       5
<PAGE>

(2)  Sale of Surfside Beach Theater

     On September 15, 2000, On Stage Entertainment subsidiary, On Stage Theaters
Surfside  Beach,  Inc.  sold its Legends in Concert  Theater in Surfside  Beach,
South Carolina to LIC Theatres,  LLC for $2.0mm.  In connection with the sale of
the Theater,  Legends Surfside entered into a ten (10) year lease agreement with
LIC  Theatres,  LLC, to ensure that the  performances  of its Legends in Concert
production at the Theater,  which is one of our largest  revenue  sources,  will
continue for many years to come.  The proceeds from the sale of the Theater were
given  to the  Company's  first  mortgage  lender,  Imperial  Credit  Commercial
Mortgage  Investment  Corp.,  in  accordance  with  the  terms  of  its  partial
settlement agreement with ICCMIC.

 (3) Loss per share

     Statement of  Financial  Accounting  Standard  No. 128,  Earnings per Share
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.

     For the nine months ended September 30, 1999, potential dilutive securities
representing  1,125,550  outstanding  stock  options and  3,660,155  outstanding
warrants are not included,  since their effect would be  anti-dilutive.  For the
nine months ended September 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.

(4) 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) Direct acquisition costs

     On March 31, 2000, On Stage  wrote-off  direct  acquisition  costs totaling
$597,328, which had no future value.

(6) Deferred financing charges

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

 (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.

                                        6
<PAGE>

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.  The 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 nine months ended September 30, 1999
                                         -------------- -------------- ------------- ------------- ----------------
                                                                                                        Total
                                            Casino      Production       Theaters        OSE        Consolidated
                                         -------------- -------------- ------------- ------------- ----------------
<S>                                      <C>               <C>              <C>            <C>          <C>
Revenues from external customers         $  7,356,231   $   92,867      $14,018,867   $         -    $   21,467,965
Interest expense                         $         75   $    1,123      $ 1,986,763   $   152,944    $    2,140,905
Depreciation and amortization            $    277,238   $   65,989      $   424,883   $   141,779    $      909,889
Segment profit (loss)                    $  1,826,751   $ (464,995)     $  (899,679)  $(1,654,201)   $   (1,192,124)
Segment assets                           $  3,205,079   $  811,917      $18,252,412   $ 1,861,594    $   24,131,002
Additions to long-lived assets           $    103,777   $    7,354      $    61,546   $     6,378    $      179,055


                                             For the nine months ended September 30, 2000
                                         -------------- -------------- ------------- ------------- ----------------
                                                                                                        Total
                                            Casino       Production      Theaters        OSE        Consolidated
                                         -------------- -------------- ------------- ------------- ----------------
Revenues from external customers         $  7,307,227   $   27,718     $ 12,315,673   $         -    $  19,650,618
Interest expense                         $      1,834   $        -     $  1,757,811   $   130,735    $   1,890,380
Depreciation and amortization            $    299,276   $   82,275     $    320,383   $   754,731    $   1,456,665
Segment profit (loss)                    $  1,599,911   $ (640,241)    $ (8,119,537)  $(1,816,917)   $  (8,976,784)
Segment assets                           $  3,169,863   $  922,744     $  1,207,621   $ 1,822,567    $   7,122,795
Additions to long-lived assets           $     18,853   $   12,503     $     54,549   $    19,865    $     105,770
</TABLE>

                                       7
<PAGE>
(8) Subsequent Event

     On October 12, 2000, On Stage  restructured  our debt with Imperial  Credit
Commercial Mortgage Investment Corp ("ICCMIC"), and First Security Bank ("FSB").
Under the terms of the agreement,  ICCMIC agreed to covert its outstanding  loan
to the  Company of  approximately  $10 million  for  4,061,122  shares of common
stock, which  approximates $2.46 per share. As part of the transaction,  Timothy
J. Parrott,  the new President & CEO, purchased 2,630,000 shares from ICCMIC for
$1.0 million. In connection with this transaction,  the Company restructured its
only remaining debt of  approximately  $1.2 million with FSB. Under the terms of
the agreement with FSB, effective August 1, 2000, On Stage is paying $50,000 per
month. The loan accrues interest at the rate of Prime plus 2%. On Stage recorded
a gain on debt restructuring of $10,982,000 based on a market value of $0.31 per
share.

     Also  joining Mr.  Parrott at On Stage is Jeff Victor,  as  Executive  Vice
President.  Most recently Victor served as Vice President and General Manager of
"Star Trek: The  Experience" at the Las Vegas Hilton Hotel.  Previously,  Victor
worked  directly for Parrott as Vice President of  Entertainment  for all of the
Boomtown casinos.

                                       8
<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,  obtain  alternative  and  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.

                                      9

<PAGE>
Results of Operations

     The  following  tables  set  forth,  the  results  of  operations  for  the
reportable segments indicated:
<TABLE>

                                              For the quarter ended September 30, 1999

                            -------------- ------------- -------------- --------------- ---------------- ---------------
                                                                          Sub-Total
                                                                          Operating                          Total
                               Casino       Production     Theaters        Segments           OSE         Consolidated
                            -------------- ------------- -------------- --------------- ---------------- ---------------
<S>                              <C>             <C>           <C>           <C>                 <C>             <C>
Net revenues.................$  2,508,181    $   47,368    $ 5,237,169   $   7,792,718    $        -      $ 7,792,718
Cost of revenues.............   1,705,468       147,358      3,784,787       5,637,613             -        5,637,613
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Gross profit (loss)..........     802,713       (99,990)     1,452,382       2,155,105             -        2,155,105
Selling, general &
administrative...............     200,514             -        382,286         582,800        440,877       1,023,677
Depreciation & amortization..      91,657        22,066        144,484         258,207         48,081         306,288
Restructuring charges              22,423             -          8,052          30,475         50,585          81,060
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Operating income (loss)......     488,119      (122,056)       917,560       1,283,623       (539,543)        744,080
Interest expense, net........          48             -        663,069         663,117         48,639         711,756
Loss on disposal of
property plant and equipment.           -             -         61,237          61,237              -          61,237
Other (income) expense......     (92,500)             -              -         (92,500)      (276,286)       (368,786)
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Net income (loss)............ $   580,571    $ (122,056)    $  193,254    $    651,769   $   (311,896)     $  339,873
                            ============== ============= ============== =============== ================ ===============
</TABLE>
<TABLE>
                                               For the quarter ended September 30, 2000
                           -------------- ------------- -------------- --------------- ---------------- ---------------
                                                                          Sub-Total
                                                                          Operating                          Total
                               Casino       Production     Theaters        Segments           OSE         Consolidated
                            -------------- ------------- -------------- --------------- ---------------- ---------------
<S>                              <C>             <C>           <C>           <C>                 <C>             <C>
Net revenues.................$  2,347,545  $      3,643   $  4,042,183   $   6,393,371    $         -     $   6,393,371
Cost of revenues.............$  1,844,086  $    203,238   $  3,038,770   $   5,086,094    $         -     $   5,086,094
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Gross profit (loss)..........$    503,459  $   (199,595)  $  1,003,413   $   1,307,277    $         -     $   1,307,277
Selling, general &
administrative...............$     90,880             -   $    464,451   $     555,331    $     484,852   $   1,040,183
Depreciation & amortization..$     99,219  $     28,129   $     78,509   $     205,857    $      48,986   $     254,843
Loss on write-down of assets.$          -  $          -   $     56,591   $      56,591    $         -     $      56,591
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Operating income (loss)......$    313,360  $   (227,724)  $    403,862   $     489,498    $    (533,838)  $     (44,340)
Interest expense, net........$       (194) $          -   $    (51,704)  $     (51,898)   $      84,549          32,651
Loss on disposition of
property plant & equipment...$     22,064  $          -   $    276,054   $     298,118              -           298,118
Other (income) expense.......$          -  $          -   $          -   $           -    $    (292,956)  $    (292,956)
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Net income (loss)............$    291,490  $   (227,724)  $   (179,512)  $     243,278    $    (325,431)  $     (82,153)
                            ============== ============= ============== =============== ================ ===============
</TABLE>

                                       10
<PAGE>
<TABLE>
                                                          For the nine months ended September 30, 1999
                            -------------- ------------- -------------- --------------- ----------------- --------------
                                                                          Sub-Total
                                                                          Operating                           Total
                               Casino       Production     Theaters        Segments           OSE         Consolidated
                            -------------- ------------- -------------- --------------- ----------------- --------------
<S>                              <C>            <C>           <C>              <C>             <C>               <C>
Net revenues................$   7,356,231   $    92,867  $  14,018,867  $   21,467,965   $           -    $  21,467,965
Cost of revenues............$   4,788,217   $   490,750  $  11,188,479  $   16,467,446   $           -    $  16,467,446
                            -------------- ------------- -------------- --------------- ----------------- --------------
Gross profit (loss).........$   2,568,014   $  (397,883) $   2,830,388  $    5,000,519   $           -    $   5,000,519
Selling, general &
administrative..............$     524,027             -      1,135,773  $    1,659,800         1,445,745  $   3,105,545
Depreciation & amortization.$     277,238   $    65,989  $     424,883  $      768,110   $       141,779  $     909,889
Restructuring charges.......$      32,423   $         -  $     121,411  $      153,834   $       190,019  $     343,853
                            -------------- ------------- -------------- --------------- ----------------- --------------
Operating income (loss).....$   1,734,326   $  (463,872) $   1,148,321  $    2,418,775   $    (1,777,543) $     641,232
Interest expense, net.......$          75   $     1,123  $   1,986,763  $    1,987,961   $       152,944  $   2,140,905
Loss on disposition of
property plant & equipment..$           -   $         -  $      61,237  $       61,237   $           -    $      61,237
Other (income)expense.......$     (92,500)  $         -  $           -  $      (92,500)  $      (276,286) $    (368,786)
                            -------------- ------------- -------------- --------------- ----------------- --------------
Net income (loss)...........$   1,826,751   $   (464,995)$    (899,679) $      462,077   $    (1,654,201) $  (1,192,124)
                            ============== ============= ============== =============== ================= ==============
</TABLE>
<TABLE>

                                                    For the nine months ended September 30, 2000
                            -------------- ------------- -------------- --------------- ---------------- ---------------
                                                                          Sub-Total
                                                                          Operating                          Total
                               Casino      Production      Theaters        Segments           OSE         Consolidated
                            -------------- ------------- -------------- --------------- ---------------- ---------------
<S>                              <C>            <C>           <C>              <C>             <C>               <C>
Net revenues.................$  7,307,227  $     27,718  $  12,315,673  $   19,650,618   $           -   $  19,650,618
Cost of revenues.............$  5,051,374  $    585,684  $  10,341,002  $   15,978,060   $           -   $  15,978,060
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Gross profit (loss)..........$  2,255,853  $   (557,966) $   1,974,671  $    3,672,558   $           -   $   3,672,558
Selling, general &
administrative...............$    332,768  $          -  $     815,795  $    1,148,563   $    1,224,407  $   2,372,970
Depreciation & amortization..$    299,276  $     82,275  $     320,383  $      701,934   $      754,731  $   1,456,665
Loss on write-down of assets.$          -  $          -  $   6,918,309  $    6,918,309   $            -  $   6,918,309
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Operating income (loss)......$  1,623,809  $   (620,241) $  (6,079,816) $   (5,096,248)  $   (1,979,138) $  (7,075,386)
Interest expense, net........$      1,834  $          -  $   1,757,811  $    1,759,645   $      130,735) $   1,890,380
Loss on disposition of
property plant & equipment...$     22,064  $          -  $     281,910  $      303,974   $            -  $     303,974
Other income.................$          -  $          -  $           -  $            -   $     (292,956) $    (292,956)
                            -------------- ------------- -------------- --------------- ---------------- ---------------
Net income (loss)............$  1,599,911  $   (640,241) $  (8,119,537) $   (7,159,867)  $   (1,816,917) $  (8,976,784)
                            ============== ============= ============== =============== ================ ===============

</TABLE>
                                       11
<PAGE>
Quarter Ended September 30, 1999 versus Quarter Ended September 30, 2000

     Net Revenues.  Revenues were approximately $6,393,000 for the quarter ended
September 30, 2000 compared to  $7,792,000  for the quarter ended  September 30,
1999 a decrease  of  $1,399,000,  or 18.0%.  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  $2,347,000  for the  quarter  ended
September 30, 2000 compared to  $2,508,000  for the quarter ended  September 30,
1999, a decrease of $161,000, or 6.4%. This decrease was primarily  attributable
to a decrease in limited engagements and corporate events.

     Production  Services  revenues  were  approximately  $4,000 for the quarter
ended September 30, 2000 compared to $47,000 for the quarter ended September 30,
1999. The decrease was attributable to a decrease in equipment rentals.

     Theaters  revenues  were  approximately  $4,042,000  for the quarter  ended
September 30, 2000 compared to  $5,237,000  for the quarter ended  September 30,
1999,  a  decrease  of  $1,195,000,   or  22.8%.  This  decrease  was  primarily
attributable to the discontinuation of our dinner theaters in Orlando, Florida.

     Costs of Revenues.  Total costs of revenues were $5,086,000 for the quarter
ended  September 30, 2000 compared to $5,638,000 for the quarter ended September
30, 1999, a decrease of $552,000,  or 9.8%. Costs of revenues increased to 79.6%
of net revenues for the quarter  ended  September 30, 2000, as compared to 72.3%
for the quarter ended September 30, 1999. This increase in cost of revenue, as a
percentage of revenue was primarily  attributable  to a change in the mix of our
revenues.

     Selling,  General and Administrative.  Selling,  general and administrative
costs were approximately  $1,040,000 for the quarter ended September 30, 2000 as
compared to $1,023,000 for the quarter ended  September 30, 1999, an increase of
$17,000,  or  1.7%.  This is  primarily  attributable  to an  increase  in legal
expenses.  Selling,  general and administrative  costs increased to 16.3% of net
revenues  for the  quarter  ended June 30,  2000,  as  compared to 13.1% for the
quarter ended September 30, 1999.

     Depreciation  and  Amortization.  Depreciation  and  amortization  for  the
quarter ended  September 30, 2000 decreased by $52,000,  or 1.7%, as compared to
the quarter  ended  September  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.

     Operating Income (Loss).  Our operating loss was approximately  $44,000 for
the quarter ended September 30, 2000 compared to an operating income of $744,000
for the quarter ended September 30, 1999.

     Interest Expense, Net. Interest expense for the quarter ended September 30,
2000 decreased by $679,000,  or 95.4% as compared to the quarter ended September
30, 1999. The decrease was primarily due due to interest accrued on the Imperial
Credit debt, together with penalties and default interest rates.

     Other  Income.  Other  income for the  quarter  ended  September  30,  2000
decreased by $76,000,  or 20.6% as compared to the quarter  ended  September 30,
1999.  The decrease was  primarily  attributable  to the  implementation  of the
accounts payable rescheduling measure of our restructuring plan.

                                       12
<PAGE>
     Loss on Disposition  of Property Plant and Equipment.  Loss on disposal for
the three months ended September 30, 1999 increased by $237,000,  as compared to
the  three  months  ended   September  30,  1999.  The  increase  was  primarily
attributable  to the sale of the Legends in Concert  Theater in Surfside  Beach,
South Carolina.

     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  September  30, 2000.  At September  30, 1999 and 2000, we had federal net
operating  loss  carryforwards  of  approximately  $3,958,000  and  $17,745,000,
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.

Nine Months Ended September 30, 1999 versus Nine Months Ended September 30, 2000

     Net Revenues.  Revenues were approximately  $19,651,000 for the nine months
ended  September  30, 2000  compared to  $21,468,000  for the nine months  ended
September 30, 1999 a decrease of $1,817,00, or 8.5%. 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  $7,307,000 for the nine months ended
September 30, 2000 compared to  $7,356,000  for the nine months ended  September
30,  1999,  a  decrease  of  $49,000,  or  .07%.  This  decrease  was  primarily
attributable  to  decrease  in revenue  generated  by the  Legends  shows at the
Imperial  Palace in Las Vegas,  and Limited  Engagements  and corporate  events.
These increases were partially offset by the addition of the new Legends show on
Premier Cruise Lines and at the Legends show at the Imperial  Palace and Casino,
in Biloxi, Mississippi.

     Production Services revenues were approximately $28,000 for the nine months
ended September 30, 2000 compared to $93,000 for the nine months ended September
30, 1999. The decrease was attributable to a decrease in equipment rentals.

     Theaters revenues were approximately  $12,316,000 for the nine months ended
September 30, 2000 compared to $14,019,000  for the nine months ended  September
30, 1999,  a decrease of  $1,703,000,  or 12.1%.  This  decrease  was  primarily
attributable to the discontinuation of our theaters in Orlando, Florida.

     Costs of Revenues.  Total costs of revenues were  $15,978,000  for the nine
months ended  September  30, 2000  compared to  $16,467,000  for the nine months
ended  September  30, 1999, a decrease of $489,000,  or 3.0%.  Costs of revenues
increased to 81.3% of net revenues for the nine months ended September 30, 2000,
as compared to 76.7% for the nine months ended September 30, 1999. This increase
in cost of revenue,  as a percentage of revenue was primarily  attributable to a
change in the mix of our revenues.

     Selling,  General and Administrative.  Selling,  general and administrative
costs were approximately $2,372,000 for the nine months ended September 30, 2000
as compared to  $3,106,000  for the nine months  ended  September  30,  1999,  a
decrease  of  $734,000,  or 23.6%.  Selling,  general and  administrative  costs
decreased to 12.1% of net revenues for the nine months ended September 30, 2000,
as compared to 14.5% for the nine  months  ended  September  30,  1999.  This is
primarily  attributable  to  our  reduction  of  overhead  associated  with  the
discontinuation of our " roll-out" strategy.

                                       13
<PAGE>
     Depreciation and  Amortization.  Depreciation and amortization for the nine
months ended September 30, 2000 increased by $547,000,  or 60.2%, as compared to
the nine months ended  September 30, 1999. The increase was primarily due to the
write-off of direct acquisition costs.

     Restructuring Charges.  Restructuring charges represent 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 Income (Loss).  Our operating loss was  approximately  $7,075,000
for the nine months ended September 30, 2000, compared to an operating income of
$641,000  for  the  nine  months  ended  September  30,  1999,  an  increase  of
$6,434,000.

     Interest Expense, Net. Interest expense for the nine months ended September
30, 2000  decreased by  $251,000,  or 11.7% as compared to the nine months ended
September 30, 1999.  The decrease was  primarily due to interest  accrued on the
Imperial Credit debt, together with penalties and default interest rates.

     Other  Income.  Other income for the nine months ended  September  30, 2000
decreased by $76,000,  or 20.6% as compared to the nine months  ended  September
30, 1999. The decrease was primarily  attributable to the  implementation of the
accounts payable rescheduling measure of our restructuring plan.

     Loss on Disposition of Property Plant and equipments.  Loss on disposal for
the nine months ended  September 30, 200  increased by $243,000,  as compared to
the  nine  months  ended   September  30,  1999.   The  increase  was  primarily
attributable  to the sale of the Legends in Concert  Theater in Surfside  Beach,
South Carolina.

     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 nine months
ended  September  30, 2000.  At September  30, 1999 and 2000, we had federal net
operating  loss  carryforwards  of  approximately   $3,958,000  and  $17,745,000
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.

                                       14
<PAGE>

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
seven quarters ended September 30, 2000:

                                       Net Revenues ($ in thousands)
<TABLE>

                                 March 31,             June 30,           September 30,       December 31,
                                 ---------             --------           -------------       ------------
<S>                                <C>                   <C>                  <C>                    <C>
Fiscal 1999.....................$ 6,272              $  7,403              $   7,793            $ 7,819
Fiscal 2000.....................$ 6,106              $  7,151              $   6,393
</TABLE>

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  anticipates,  based on our proposed plans
and assumptions relating to our operations (including  assumptions regarding the
anticipated  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 $17,048,000,  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.  The report of our  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 14.5%
for the nine months ended  September  30, 1999,  12.1% for the nine months ended
September  30, 2000 and  continues  to downsize  and  restructure  our  selling,
general and administrative costs.

                                       15
<PAGE>
Cash Flow

     For the nine  months  ended  September  30,  1999,  On  Stage  had net cash
provided by operations of approximately  $363,000.  As of September 30, 1999, On
Stage had approximately $612,000 in cash and cash equivalents. The cash provided
by operations was primarily  attributable  to an increase in accrued payroll and
other  liabilities.  For the nine months ended  September 30, 2000, On Stage had
net cash provided by operations of approximately $1,158,000. As of September 30,
2000, On Stage had approximately $817,000 in cash and cash equivalents. The cash
provided by operations  was primarily  attributable  to the write-down of assets
and write-off of debt financing costs.

     The net  cash  used in  investing  activities  for the  nine  months  ended
September   30,  1999  of  $165,000  was  primarily   attributable   to  capital
expenditures.  The net cash  provided  from  investing  activities  for the nine
months ended  September 30, 2000 of $1,742,000,  was primarily  attributable  to
proceeds from the sale of assets.

     Net cash used by financing  activities for the nine months ended  September
30, 1999 of $507,000,  was attributable to repayment of long-term  borrowing and
repayment  under  working  capital  lines,  partially  offset by the issuance of
common stock and notes payable to officer. Net cash used in financing activities
for the nine months  ended  September  30,  2000 of  $2,459,000,  was  primarily
attributable to the repayment of line of credit and long-term debt.

                                       16
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Exhibits & Reports on Form 8-K

         (a) Exhibits

             None.

         (b) Reports on Form 8-K

               Form 8-K dated  September 12, 2000 and filed with the  Securities
          and Exchange  Commission  on September 15, 2000  (Commission  File No:
          000-29402) with respect to a press release  announcing the sale of its
          Legends in Concert Theater in Surfside Beach, South Carolina.

                                       17
<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 19, 2000                By: /s/ Timothy J. Parrott
                                           ------------------------------
                                           Timothy J. Parrott
                                           President and Chief Executive Officer

Date: November 19, 2000                By: /s/ Pedro Perez
                                          -------------------------------
                                          Pedro Perez
                                          Treasurer and Chief Accounting Officer

                                       18