SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20450

                                   FORM 10-KSB

(Mark One)

[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934.

For the fiscal year ended December 31, 1999 or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934.

For the transition period from ____________ to ___________

                         Commission File Number 0-92402

                          ON STAGE ENTERTAINMENT, INC.
________________________________________________________________________________
                 (Name of Small Business Issuer in its Charter)


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

4625 W. Nevso Drive Las Vegas, Nevada                           89103
________________________________________________________________________________
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: 702-253-1333

Securities registered pursuant to Section 12(b) of the Act:

Title of each class: None

Name of each exchange on which registered: None

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.01 per share
               Redeemable Warrants to purchase shares of Common Stock
                                (Title of Class)

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 [ ]


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of registrant' knowledge, in definitive proxy or information statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ X ]

The  registrant's  revenues for the most recent  fiscal year ended  December 31,
1999 were $28,542,642.

The aggregate market value of the voting stock held by  non-affiliates  computed
by  reference  to the  average  bid and asked  prices of such stock as quoted on
April 11, 2000 was $0.50.
<PAGE>

The number of shares of the  registrant's  common stock  outstanding as of April
14, 2000 was 7,226,808.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's  definitive Proxy Statement relating to the 2000 Annual
Meeting of Stockholders are incorporated by reference into Part III hereof. Part
II  hereof   incorporates   information   by  reference  from  portions  of  the
Registrant's Annual Report to Stockholders for the year ended December 31, 1999.



<PAGE>


<TABLE>

                                TABLE OF CONTENTS

                                                                                                     Page No.
                                                                                                     --------
<S>                                                                                                      <C>

PART I..................................................................................................  2

Item 1.  Description of Business........................................................................  3
Item 2.  Description of Property........................................................................  24
Item 3.  Legal Proceedings..............................................................................  26
Item 4.  Submission of Matters to a Vote of Security Holders............................................  28

PART II.................................................................................................  29

Item 5.  Market for Common Equity and Related Stockholder Matters.......................................  29
Item 6.  Management's Discussion and Analysis or Plan of Operation......................................  29
Item 7.  Financial Statements...........................................................................  29
Item 8.  Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure........................................................  30

PART III................................................................................................  30

Item 9.  Directors, Executive Officers, Promoters and
          Control Persons, Compliance with Section
          16(a) of the Exchange Act.....................................................................  30
Item 10. Executive Compensation.........................................................................  33
Item 11. Security Ownership of Certain Beneficial
          Owners and Management.........................................................................  34
Item 12. Certain Relationships and Related Transactions.................................................  36
Item 13. Exhibits, and Reports on Form 8-K..............................................................  37
</TABLE>
<PAGE>


                                     PART I

     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, as well as the following:

     o    On Stage's ability to renegotiate its defaulted debt  obligations with
          its lenders and continue to forebear  foreclosure  proceedings against
          its properties;

     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 such
          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.  See  "Description  of  Business-Risk
          Factors."

                                       2
<PAGE>


Item 1.  Description of Business

General

     On Stage produces and markets live theatrical productions and operates live
theaters and dinner theaters  worldwide.  We market our productions  directly to
audiences at theaters in resort and urban  tourist  locations.  During 1999,  On
Stage  performed  shows in the  following  live  theaters  and  dinner  theaters
worldwide.

---------------------- ------------------------ ---------------- --------------
                                                                     Owned/
 Tourist Market           Production             Location            Leased/
                                                                    Contracted
--------------------- ------------------------  --------------- ---------------
Atlatic City,
 New Jersey           Legends in Concert        Bally's Park       Contracted
                                                Place

                      Various                   Trump Taj Mahal    Contracted

                      Various                   Atlantic City
                                                Hilton             Contracted
--------------------- ------------------------- ----------------  --------------
Branson, Missouri     Legends in Concert        Legends Family
                                                Theater            Leased
--------------------- ------------------------  ----------------  --------------
Berlin, Germany       Legends in Concert        Estrel Residence
                                                & Congress Center  Contracted
--------------------- ------------------------ -----------------  --------------
Buena Park (Anaheim), Wild Bill's Dinner        Wild Bill's
California            Extravanganza             Dinner Theater     Leased
--------------------- ------------------------ -----------------  --------------
Las Vegas, Nevada     Legends in Concert        Imperial Palace    Contracted
--------------------- ------------------------ -----------------  --------------
Laughlin, Nevada      Spice 'N Ice              River Palms
                                                Casino             Contracted
--------------------- ------------------------ -----------------  --------------
Myrtle Beach,
 South Carolina       Legends in Concert        Legends Theater    Owned

                      Eddie Miles Show          Eddie Miles        Leased
                                                Theater
--------------------- ------------------------ -----------------  --------------
Orlando, Florida      King Henry's Feast        King Henry's
                                                Dinner Theater     Owned

                      Wild Bill's Dinner        Wild Bill's
                      Extravaganza              Dinner Theater     Owned
                                                Fort Liberty
                                                Retail Complex

                      Blazing Pianos            Blazing Pianos     Leased
                                                Bar
--------------------- ------------------------ ------------------- -------------
Toronto, Orlando      Legends in Concert        Legends Theater
                                                at Sheraton        Leased
                                                Centre Hotel
--------------------- ------------------------ ------------------- -------------
Valley Forge,
  Pennsylvania        Various                   Lily Langtry
                                                Dinner Theater     Contracted
--------------------- ------------------------ ------------------ --------------

                                       3
<PAGE>

     On Stage also markets our productions to commercial clients,  which include
casinos,  corporations,  fairs and  expositions,  theme and amusement parks, and
cruise lines.  We have  performed in locations  such as the Illinois State Fair,
MGM Grand Theme Park and  Dollywood  Theme  Park;  in  locations  as far away as
Australia,  Russia,  China,  Africa,  Japan and the  Philippines;  and for major
corporate  clients such as McDonald's,  Bank of America,  Hewlett Packard,  IBM,
Pitney Bowes, Levi Strauss and Texaco.

     For the years ended December 31, 1999 and 1998,  approximately 59% and 61%,
respectively,  of On Stage's net revenue was generated  from theaters and dinner
theaters that we operate in resort and urban tourist markets;  approximately 28%
and 25%,  respectively,  of our net revenue was generated from live  productions
performed in gaming  markets,  predominantly  Las Vegas and Atlantic  City;  and
approximately  7% and 9%,  respectively,  of our net revenue was generated  from
sales to  commercial  clients  other than  casinos.  The remaining 5% of our net
revenue for each  respective  year was generated from  merchandise  and souvenir
photography sales.

     These  percentages  reflect  the  early  results  of On  Stage's  strategic
objective to become the leading owner and operator of affordable live theatrical
productions,  dinner theaters and other  location-based  entertainment  in North
America. Our primary strategy is to build location-based  entertainment clusters
consisting  of live  theatrical  productions  and other  forms of middle  market
entertainment  including, for example, musical reviews and magic shows, in major
tourist markets.  Given On Stage's current financial  condition (as discussed in
the heading "Risk Factors") our ability to pursue our strategic  objectives will
be severally limited. Our plan is to achieve this strategy by:

     o    establishing a significant  market presence through the acquisition of
          multiple  entertainment venues with strong,  predictable cash flows;

     o    pooling our  contacts  with ticket  wholesalers,  tour  operators  and
          individual ticket sellers; and

     o    rolling  out a variety of  successful  entertainment  concepts  in the
          localities in which we established our presence.

     Management  believes  this  "clustering"  strategy  will  reduce On Stage's
financial exposure and will enhance our revenue by:

     o    increasing On Stage's  visibility  and market  acceptance in a greater
          number of entertainment venues;

     o    enabling us to realize cost savings through the consolidation of sales
          and  marketing  and  the  elimination  of  duplicative  administrative
          overhead; and

     o    enabling  us  to  market  productions  traditionally  performed  in  a
          particular venue in a greater number of venues or an array of markets.

     On  Stage  believes  that  strong  fundamentals  for the  consolidation  of
multiple   entertainment   venues  and  the   establishment  of   location-based
entertainment clusters exist, including:

     o    a large  number of North  American  resort  and  urban  tourist-driven
          locations;

     o    fragmented ownership of location-based entertainment businesses;

     o    ownership  by  individuals  who  lack the  ability  to  capitalize  on
          economies  of scale in sales and  marketing,  operations,  systems and
          capital formation;

     o    ownership by individuals who lack a clear exit strategy;

     o    acquisitions  characterized  by predictable cash flows and the ability
          to leverage real and personal property;

     o    numerous cost reduction and revenue enhancement opportunities;

     o    limited competition for acquisitions; and

     o    low acquisition multiples (typically 4.0 - 5.0x EBITDA).

                                       4
<PAGE>

On Stage was  incorporated  on October  30,  1985 under the laws of the state of
Nevada as Legends in Concert,  Inc.  Subsequently,  on August 7, 1996,  On Stage
changed its name to On Stage Entertainment, Inc. Our principal executive offices
are located at 4625 West Nevso Drive, Las Vegas, Nevada 89103, and our telephone
number is (702) 253-1333.

Developments During 1999

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

     On December 9, 1999, the Mortgage Lender  obtained  judgment of foreclosure
against our  subsidiaries,  Fort Liberty,  Inc. and King Henry's,  Inc., for the
sale of the Fort  Liberty  Shopping  Complex and Wild Bill's  Dinner  Theater in
Kissimmee,  Florida and The King Henry's  Feast in Orlando,  Florida.  While the
foreclosure sales on these properties were originally scheduled for late January
2000,  the  Mortgage  Lender  has  honored  our  request  to  reschedule   these
foreclosure sale dates until May 2 and 3, 2000, respectively.

     On January 5, 2000, the Mortgage Lender  obtained a foreclosure  decree for
the judicial sale of our Legends in Concert  Family  Theater in Surfside  Beach,
South  Carolina.  The  foreclosure  sale was set for  February 7, 2000,  but was
extended by the Mortgage Lender to May 2000.

     In the event that First  Security  Bank or the  Mortgage  Lender  initiates
foreclosure  action  against our assets,  all or a portion of our  property  and
assets securing the credit facilities and mortgage  financing  extended by those
lenders  may be sold to  satisfy  our  commitments  under  the  terms  of  those
facilities.  While we intend to renegotiate the terms of our credit  facilities,
to obtain  extensions of the terms of those  facilities and to seek  alternative
additional  financing,  there  can be no  assurance  that  our  efforts  will be
successful.

     Common Stock Purchase Agreement with Whale Securities Co., L.P.

     On or about  January  28,  1999,  On Stage  entered  into a Stock  Purchase
Agreement with its underwriter  Whale Securities Co., L.P., under which On Stage
agreed to sell  150,000  shares  of its'  common  stock to  certain  of  Whale's
customers for an aggregate purchase price of $100,000.

     Re-Purchase of Common Stock and Resale of Interactive Events, Inc.

     On  February  23,  1999,  On Stage  entered  into a Common  Stock  Purchase
Agreement  with Richard S. Kanfer,  On Stage's  former vice  president of sales,
under which he parties  agreed to rescind the November  1996  acquisition  by On
Stage of Interactive  Events,  Inc., a Georgia  corporation owned by Mr. Kanfer.
Under the  terms of the  Agreement,  On Stage  reconveyed  all of the  assets of
Interactive Events, Inc. to Mr. Kanfer, in consideration for the reconveyance by
Mr.  Kanfer of 30,304  shares of On Stage's  common  stock  valued at $1.125 per
share, a non-plan option to purchase 15,000 shares of common stock and incentive
stock options to purchase  19,835 shares of common stock at a price of $5.00 per
share. In addition, the parties agreed to release one another from any liability
rising out of the November 1996 acquisition of Interactive  Events, Inc. and any
claim relating to Mr. Kanfer's subsequent employment with On Stage. On Stage and
Mr. Kanfer also entered into a exclusive  right of  representation  agreement in
February 1999, under which On Stage granted to Mr. Kanfer the right to represent
our Legends  production in designated areas in consideration of a portion of the
gross proceeds generated from those productions.

                                       5
<PAGE>

     Notes Payable to Principal Stockholder

     On March 4, 1999, the board of directors authorized a loan in the principal
amount of $100,000  from Mr. Stuart our chairman,  chief  executive  officer and
principal  stockholder.  This Loan is  evidenced by a one year  promissory  note
bearing an  interest  rate of twelve  percent  (12%) per annum,  due on March 3,
2000.  In  consideration  for this Loan,  the board of  directors  approved  the
issuance of warrants to purchase  100,000  shares of common  stock at a price of
$1.00 per share, the market price on the closing date of the Loan. Additionally,
On Stage agreed to pay legal fees incurred by Mr. Stuart in connection with this
transaction,  as well as an  additional  $12,500  for  previous  legal bills Mr.
Stuart personally incurred for On Stage related matters.

     On April 5, 1999, On Stage entered into an agreement with Mr. Stuart, under
which On Stage agreed to accept a bridge loan from Mr. Stuart in an amount of up
to $500,000 in return for a one year promissory note bearing 12% interest,  a 5%
origination  fee and a warrant to  purchase  one share of common  stock for each
$1.00 loaned, provided that On Stage did not repay Mr. Stuart within thirty (30)
days.  As of May 3,  1999,  On Stage  had  accepted  $200,000  of the  potential
$500,000 from Mr. Stuart.

     Note Receivable from Chief Financial Officer

     On April 13,  1998,  On Stage  loaned  $63,213 to Kiran  Sidhu,  On Stage's
senior vice  president  and chief  financial  officer,  to assist Mr. Sidhu with
satisfying  personal income taxes incurred as a result of the issuance of 40,532
shares of common stock in accordance  with the terms of Mr.  Sidhu's  employment
agreement with On Stage. The note, which recently matured on April 12, 1999, was
secured by Mr.  Sidhu's  40,532 shares of common stock.  Mr. Sidhu  subsequently
requested that On Stage extend the maturity date of the note through to December
31, 1999,  due primarily to the fact that he does not have  sufficient  funds to
repay the Sidhu Note,  coupled with the fact that the common stock which secures
the repayment of the note is not enough to satisfy the outstanding  debt,  since
the common  stock has  declined  in value from $5.00 per share when  issued,  to
approximately  $1.00 per share as of the maturity  date.  On April 13, 1999,  On
Stage agreed to extend the maturity date on the note to December 31, 1999.

                                       6
<PAGE>

     On April 16, 1999,  Mr. Sidhu sold Mr.  Stuart the 40,532  shares of common
stock.  In exchange,  Mr.  Stuart agreed to assume Mr.  Sidhu's  $60,798 note in
favor of On Stage,  with  recourse  only to the  40,532  shares of common  stock
purchased  from Mr.  Sidhu.  Mr.  Sidhu  executed a new  promissory  note in the
principal  amount of  $7,472,  which was  subsequently  forgiven  as part of Mr.
Sidhu's employment restructuring.

     Chief Financial Officer Employment Restructuring

         On April  16,  1999,  Mr.  Sidhu  agreed  to  restructure  his  current
employment  agreement  with On Stage in an  attempt  to assist On Stage with our
restructuring plan. Under the terms of his employment  restructuring,  Mr. Sidhu
agreed  to  forego  any   rights  he  had  to  his   employment,   option,   and
confidentiality agreements, in return for the following:

     o    a new  agreement  which he will be an "at-will"  consultant  at a flat
          rate of $50.00 per hour;
     o    a new option agreement which affords him the right to purchase 140,000
          shares of common stock at an exercise price of $1.50 per share;
     o    a reimbursement  of $25,000 for unpaid  insurance,  car allowances and
          expenses;
     o    $17,887 for all accrued,  but unused  vacation pay;
     o    all earned, but unpaid salary under his old employment agreement; and
     o    forgiveness  of a  promissory  note in the amount of $7,472 held by On
          Stage.

     Additionally,  On Stage agreed to pay Mr. Sidhu $25,000  within ninety (90)
days of the  restructuring,  in consideration for Mr. Sidhu's execution of a new
confidentiality and non-competition agreement.

Industry Background

     On Stage has focused our clustering  efforts in North  American  resort and
tourist markets. In 1999, international and domestic travelers spent over $519.0
billion on travel and  tourism  within the U.S.  The table  below  outlines  the
spending of domestic and international travelers within the U.S. for the past 10
years.

[Bar Graph Representing 10-Year Growth Tourism Expenditures in the U.S. omitted]

     According to the Travel Industry  Association's National Travel Survey, the
United States hosted over 47 million international visitors and spent over $93.1
billion.  Of the 715  million  trips  taken  during  1999,  the Travel  Industry
Association estimates that 61% of these were pleasure trips. Top destinations in
the United  States  include  California,  Florida,  New York,  Texas,  Illinois,
Nevada,  Hawaii,  New Jersey,  Pennsylvania  and Georgia.  In 1999, On Stage ran
full-time productions in 5 of these 10 states. Below is a chart illustrating the
top ten states by traveler expenditures.

          [Bar Graph Representing Travel Expenditures by State omitted]

     According to the Travel Industry  Association of Americans,  theme park and
entertainment  attractions  are one of the  top six  types  of  family  vacation
destinations.  While the most popular destinations include the top gaming sites,
Las Vegas,  Nevada and Atlantic City, New Jersey,  and the top theme park sites,
Orlando, Florida and Los Angeles, California,  several emerging resort locations
such as Myrtle Beach, South Carolina and Branson, Missouri were also included.

     Set forth  below,  is general  information  on the key  markets in which On
Stage operated in 1999.

Anaheim /Buena Park, California

     Anaheim/Buena  Park,  California,  home of  Disneyland,  hosted 38  million
visitors in 1998,  up 4.3% from 1998,  according  to the  Anaheim/Orange  County
Visitors & Convention Bureau.  Visitors spent  approximately  $5.95 billion,  of
which, 51% was spent on food and  entertainment.  In Buena Park alone,  over $85
million was spent on entertainment in 1998. The Anaheim  Convention  Center,  in
conjunction with Disneyland,  has announced a plan to spend over $2 billion over
the next five years to revitalize the convention  center and surrounding  areas,
and expand  Disneyland.  Expansion plans for Disneyland include the construction
of:


                                       7
<PAGE>

     o    a 750-room Craftsman-style hotel;

     o    a second theme park to be named "Disney's Californian Adventure;" and

     o    a 200,000 square foot entertainment, dining and retail complex joining
          the two theme parks.


     We believe this new  investment  will increase  tourism to this market with
potentially positive results for other entertainment  suppliers.  In March 1998,
we acquired Wild Bill's Dinner  Extravaganza  which  performs at the Wild Bill's
Dinner Theater in Buena Park,  California.  Buena Park is in close  proximity to
Anaheim, California.

Atlantic City, New Jersey

         In 1999,  Atlantic  City  received  approximately  34 million  visitors
according  to the  Atlantic  City  Convention  and  Visitors  Bureau.  On  Stage
currently  produces  Legends at Bally's Park Place in Atlantic City, and various
productions at the Trump Taj Mahal, and we have produced numerous other shows in
this market  including  the  Atlantic  City Swing at the  Atlantic  City Hilton,
Magic!,  Magic!,  Magic!  at the  Showboat  Hotel and Casino,  Cabaret on Ice at
Trump's Castle,  and Bon Voyage and The Atlantic City Experience at Bally's Park
Place.

Branson, Missouri

         Branson  is less than a one-day  drive for half of the U.S.  population
and is a popular vacation destination.  The Branson Chamber of Commerce reported
that in 1999, Branson attracted between 6.5 and 7.0 million visitors. Branson is
home to 45  entertainment  venues  which  account for a total of 58,780  theater
seats and has 202 lodging  facilities  with 17,550 rooms,  339  restaurants  and
32,052 seats.  The live  entertainment  industry in Branson is atypical of other
theater  districts,  with shows  beginning as early as 8:00 a.m. and  continuing
throughout the day and into the evening. On Stage has presented its Legends show
in Branson since 1995 for limited runs, with successful results to date. Legends
is  currently in its third full and  consecutive  year in Branson at the Legends
Family Theater.

Las Vegas, Nevada

     In 1999,  Las Vegas had over 33 million  visitors,  according  to Las Vegas
Convention  and Visitors  Authority,  an increase of almost 15% since 1995,  and
spent $29 billion. Las Vegas has 120,600 hotel rooms available,  with 80 casinos
which host 49 live  production  shows.  Visitors to Las Vegas,  according to Las
Vegas  Convention  and Visitors  Authority,  spent an average of $33.84 a day on
shows  during an average 3.7 day stay per  visitor.  According  to the Las Vegas
Visitor Profile Study, of these 33 million  visitors,  48% attended shows during
their stay, up significantly from 40% in 1994.

     Of those  people  that  attended  shows,  almost 78%  attended a  regularly
scheduled production show. On Stage's Legends production has been playing at the
Imperial  Palace in Las Vegas  since  1983 and On Stage  has  produced  numerous
limited engagements and other shows in Las Vegas.

Laughlin, Nevada

     Laughlin,  Nevada is another  emerging tourist market in close proximity to
Las Vegas.  According to the Laughlin  Visitor's  Bureau,  over 5 million people
visited Laughlin in 1999 and spent an average of $110 per day. In 1998, visitors
to Laughlin spent $20 per day on shows and stayed an average of 3.3 days. During
1999, On Stage presented Spice'N Ice, an ice skating extravaganza,  at the River
Palms Hotel & Casino.


                                       8
<PAGE>

Myrtle Beach, South Carolina

     Myrtle Beach, which has 98 golf courses and 11 live theatrical venues,
was named the nation's  Hottest Up and Coming  Destination this year by American
Bus  Association,  a trade group  representing  motor coach  operators  and tour
companies.  The Myrtle  Beach  Chamber of Commerce  reported  that 13.5  million
people  visit  Myrtle  Beach  each year and spend  approximately  $2.6  billion.
Visitors,  according  to the Myrtle Beach  Chamber of Commerce,  have an average
stay of 5.7 days. On Stage's resident  Legends  production at the Legends Family
Theater (located just South of Myrtle Beach in beautiful  Surfside Beach) opened
in March 1995, and is known as one of the top shows in town.

Orlando, Florida

     Orlando is one the most popular destination cities in the United States and
was voted as the number one theme park destination in 1999 (with 6 of the top 10
theme  parks in the  world),  according  to the  National  Tourism  Association.
According to Orlando's  Visitors  Bureau,  approximately  38.6 million  tourists
visited Orlando in 1998 and spent $15.9 billion.  In 1998, the Orlando Visitor's
Bureau reported that visitors spent $3.3 billion on entertainment and stayed for
an average of 3.7 days.  Orlando's  hotel  industry  is meeting  the  demands of
visitors, with over 91,000 hotel rooms available in 1998, a 9.5% growth over the
prior four years.  In March 1998,  On Stage  acquired King Henry's  Feast,  Wild
Bill's Dinner  Extravaganza  and Blazing Pianos,  all located within the greater
Orlando area.

Other Potential Urban and Resort Markets

     We believe that there are numerous  other emerging urban and resort tourist
markets,  both in the United  States  and  Canada,  where the demand  exists for
quality, affordable live entertainment.  We believe that the following urban and
resort  tourist  locations may be suitable for the  acquisition,  production and
marketing of location-based entertainment:

                Chicago                    Niagara Falls
            Corpus Christi                    Orlando
                 Miami                         Phoenix
               Montreal                     Pigeon Forge
             New Orleans                      San Diego
            New York City                  San Francisco
         South Padre Island                  Vancouver

Other Commercial Clients

     On Stage has also produced limited-run Legends shows in the last five years
for other types of commercial clients, including:

     o    theme parks--Six Flags-MGM Grand Theme Park, Lotte World in Korea;

     o    cruise  ships--Royal  Caribbean Cruise Lines,  Singapore Cruise Lines;
          and

     o    major fairs--Dade County Youth Fair, Illinois State Fair.

     In addition,  in 1998 and 1999, On Stage produced  approximately  90 and 85
events,  respectively,  for  corporate  clients,  such  as  McDonald's,  Bank of
America, Swatch, Bell South, Home Depot, IBM, Norwest Bank, and Anheuser Busch.

Show Offerings

     Since our  inception,  On Stage has  developed,  produced or acquired  many
different productions. These productions include Legends, other tribute shows, a
variety of musical reviews,  magic shows, ice skating  productions and specialty
shows. The principal productions currently produced by On Stage are as follows:

Blazing Pianos

     Blazing Pianos is an interactive piano bar featuring three talented comedic
piano players and vocalists,  who simultaneously play song requests from patrons
on separate  pianos.  The shows runs nightly  throughout the year at the Blazing
Pianos Bar in Orlando, Florida.

                                       9
<PAGE>

King Henry's Feast

     King Henry's Feast is a two hour dinner show that takes the patrons back to
the time of King Henry VIII. The show includes a sword  swallower,  a jester,  a
trapeze act and a sword fight.  The show runs every day  throughout  the year at
our King Henry's Feast Castle located in Orlando, Florida.

Legends in Concert

     Our flagship  Legends in Concert  production is a live  theatrical  tribute
show  featuring  impersonators  who recreate  past and present  music and motion
picture  superstars.  Legends  is the  longest  running  independently  produced
production in Las Vegas and Atlantic City.  Based on our access to approximately
75 different  Legends  tribute acts, we can tailor each tribute show to suit the
unique  demographics of any audience and the size of any venue, and we have been
able to attract significant repeat business by varying regularly the composition
of the acts in our shows. In 1999,  full-time resident Legends  productions were
performed in Atlantic City, New Jersey; Biloxi, Mississippi;  Branson, Missouri;
Las Vegas, Nevada; Myrtle Beach, South Carolina.

Spice `N Ice

     Spice `N Ice combines  performances  by world class skaters with adagio and
comedic skits by skating clowns,  dancers and ensemble skating.  During 1999, On
Stage presented Spice'N Ice at the River Palms Hotel & Casino.

Wild Bill's Dinner Extravaganza

     Wild Bill's Dinner Extravaganza is a two hour dinner show that features the
best of the Wild West. The show includes Indian tribal dances, gun fighting, and
showgirls. The show runs every day throughout the year at the Wild Bill's Dinner
Theater at our Fort Liberty  Complex in  Kissimmee,  Florida and the Wild Bill's
Dinner Theater in Buena Park, California.

Production Economics

     Most financial structures for theatrical  productions in theaters in resort
and urban markets and in larger casinos are based on the  "four-wall"  method of
expense and revenue allocation between the producer and the client,  while those
produced for clients, such as smaller casinos, corporations, fairs, cruise lines
and theme parks, are typically  "contracted  productions" are generally produced
for a fixed or "guaranteed" fee.

     The four "walls" of any live  theatrical  production  can be illustrated as
follows:

[Graphic presenting the "four walls" of live theatrical  production described in
following paragraph]

                                       10
<PAGE>

     On Stage  generally  operates our resident  productions in resort and urban
tourist markets and in Las Vegas casinos under either a "four-wall"  arrangement
or a "two-wall" arrangement.  Under the "four-wall" arrangement On Stage assumes
the responsibility for the cost of the theater, whether leased or purchased, and
all  other  expenses   associated  with  the  presentation  of  the  production,
including:

     o    the artistic aspects of the production of a show;

     o    the technical requirements associated with producing a show;

     o    the  promotion of a show;  and

     o    ticket sales, concession sales and maintenance.

In return  for  assuming  full  responsibility  for the cost of  presenting  the
production under a "four wall" arrangement,  On Stage is entitled to 100% of the
revenues,  profits  and/or  losses  generated by a show under that  arrangement.
Under the  "two-wall"  arrangement,  the client owns or manages the theater.  On
Stage and the client are responsible for two of the costing responsibilities, or
"walls,"  described above. On Stage and our client share revenue  generated by a
show under this  arrangement;  each retains an agreed  percentage  of the show's
revenues.

     Shows  produced under either of these two  arrangements  are referred to as
"at-risk"  shows,  because our revenues are dependent  upon customer  attendance
levels.  Our resident Legends shows at Myrtle Beach, South Carolina and Branson,
Missouri are examples of "four-wall"  arrangements,  and our Legends show at the
Imperial Palace in Las Vegas, Nevada is an example of a "two-wall"  arrangement.
Although  most  contracts of this type are by their nature  short-term,  clients
typically  renew  their  contracts  or host a variety  of our  productions  on a
regular basis.

     On  Stage  also  operates  "low-risk"   productions  where  the  client  is
responsible  for all  non-production  related  expenses  and retains all revenue
generated from ticket sales. In these arrangements,  On Stage is responsible for
all  production  related  expenses--performers,  orchestra,  dancers and company
manager--and  we  typically  receive a  guaranteed  weekly  fee,  regardless  of
attendance  levels.  This is a typical  structure  for shows sold to  commercial
clients, such as corporations, fairs and theme parks, and to casinos outside the
Las Vegas,  Nevada  market.  Our Legends  show at Bally's Park Place in Atlantic
City,  New Jersey is an example of a "low-risk"  arrangement.  Although  many of
these  contracts are short term,  clients  typically  renew their contracts on a
regular basis.

Corporate Structure

     On Stage Casino Entertainment, Inc.

     On Stage has been a leading  provider of live  entertainment to casinos for
over 15 years.

     In 1999, On Stage Casino  Entertainment had long running productions in the
following locations:
<TABLE>
          <S>                                     <C>                                                 <C>
--------------------------          -----------------------------               ----------------------------------
        Venue                                  City                                        Type of Structure
--------------------------          -----------------------------               ----------------------------------
Imperial Palace                             Las Vegas                                          "Two-Wall"
Imperial Palace                               Biloxi                                           "Two-Wall"
Bally's Park Place                        Atlantic City                                       Guaranteed Fee
River Palms Casino                           Laughlin                                         Guaranteed Fee
Trump's Taj Mahal                         Atlantic City                                       Guaranteed Fee
Atlantic City Hilton                      Atlantic City                                       Guaranteed Fee
--------------------------          -----------------------------               ----------------------------------
--------------------------          -----------------------------               ----------------------------------
</TABLE>

                                       11
<PAGE>

     On Stage Theaters, Inc.

     On Stage Theaters,  Inc. is a wholly-owned  subsidiary we created to manage
our  theaters  from our  offices in  Orlando,  Florida.  During  1999,  On Stage
operated seven live theater productions, managed the sublease of the Eddie Miles
Theater and produced one show under contract in the following locations:

-----------------     --------------   -----------   ------------- ------------
Venue                    City          # of Seats      Own/lease/     Date of
                                                       contracted    expiration
-----------------     --------------   -----------   ------------- ------------
"FOUR -  WALL"
   Productions:

Blazing Pianos Bar     Orlando, FL          400        Lease             10/00
King Henry's Dinner
 Theater               Orlando, FL          620        Own               N/A
Legends Family
 Theater               Myrtle Beach, SC     800        Own               N/A
Legends Family
 Theater               Branson, MO          984        Lease             12/98
Wild Bill's Dinner
 Theater               Buena Park, CA       820        Lease             6/10
Wild Bill's Dinner
 Theater               Kissimmee, FL        628        Own               N/A

Managed Sub-Lease:

Eddie Miles Theater *  N.Myrtle Beach, SC   946        Lease             12/04

Contracted productions:

Lily Langtry
 Dinner Theater       Valley Forge, PA      500        Contracted        1/00

-----------------    ---------------   -----------   ------------  -------------

     On Stage Events, Inc.

     On Stage Events creates numerous types of special  entertainment events for
corporate  clients  such as  casinos,  fairs,  theme  parks,  cruise  lines  and
corporations.  These events utilize On Stage's inventory of props,  decorations,
sound,  lighting and costumes. In addition to creative  custom-designed  events,
this business segment has in-stock,  unique  interactive shows, as well as stage
shows,  which have  played for long runs at  theaters  and  casinos  and are now
available  for private  events.  On Stage Events has typically  produced  either
interactive  dinner shows or theme  parties,  such as Las Vegas  Spectacular,  a
theme party in which a casino is created and  participants are allowed to gamble
as if they were in a Las Vegas casino.  In 1999,  the division had sales offices
in Atlantic  City, New Jersey and Las Vegas,  Nevada.  Examples of our corporate
clients are:
<TABLE>
<S>                          <C>                             <C>                               <C>
Illinois State Fair         Xerox                     Hyatt Hotels Worldwide               Mall of America
    MGM Grand              Swatch                     Six Flags Over Georgia             Premier Cruise Lines
 Hewlett Packard             IBM                     National Football League                 McDonald's
  Levi Strauss             Texaco                      Dollywood Theme Park                 Bank of America
</TABLE>

     On Stage Merchandise, Inc.

     On Stage  Merchandise  sells  merchandise  at all of its  venues in tourist
locations  and,  if  permitted,  in client  venues.  Merchandise  includes  logo
clothing,  key chains,  magnets,  pins,  canvas tote bags and coffee mugs,  plus
specialty  licensed  merchandise  featuring On Stage's more popular Legends acts
such as Elvis,  the  Blues  Brothers  and  Marilyn  Monroe.  In  addition,  this
wholly-owned  subsidiary sells autographed photographs of impersonators or other
headline acts posing with audience members,  for which it pays nominal royalties
to featured performers.

                                       12
<PAGE>

     On Stage Productions, Inc.

     On Stage  Productions  is located in Las Vegas,  Nevada.  This  division is
capable of simultaneously producing multiple shows of varying complexity.  Among
its responsibilities are choreography,  costume,  talent, lighting and sound. We
intend to produce  multiple shows in each locality in which we have  established
ourselves through this single, centralized production facility.

Corporate Operations

     Sales and Marketing

     Since many  people  plan to attend a  specific  live  performance  prior to
leaving  for  vacation,  it is  imperative  that On Stage  market  to  potential
customers  before  they  arrive  at  their  destination.   The  development  and
maintenance  of  amicable,  professional  relationships  with  individual  sales
representatives  and individuals  working in group sales offices is,  therefore,
essential to our clustering strategy. At some point in the future, we may invest
in or acquire receptive operators.

     On Stage  generally  targets mass market  audiences with average prices for
our productions  ranging from $20.00 to $40.00 per adult ticket. Show pricing is
determined by competition in the local  marketplace and is typically neither the
lowest nor the highest in a  particular  market.  Once  ticket  pricing has been
determined,  the  composition of the  show--number  of headline  acts,  singers,
dancers, orchestra,  technicians,  etc.--and facility and equipment requirements
are  adjusted  so that each show will  generate  profits  based  upon  projected
attendance. We distribute, from time to time, show coupons offering discounts of
up to 20% on individual  ticket  purchases,  and offer volume discounts of up to
60% to ticket and tour wholesalers buying large blocks of tickets.

     Advertising and Promotion

     On Stage provides advertising and publicity support and seeks major ongoing
media  coverage  for all of our shows  through  our  network of media  contacts.
Exposure  on  television  and  radio,   and  in  national   periodicals,   major
metropolitan  newspapers,  and local tourist  entertainment guides has served to
promote On Stage's shows both  regionally  and  nationally.  Over the last three
years,  publicity for On Stage  included  appearances  at the 1996 Miss Universe
Pageant,  Jay Leno's Tonight Show from Las Vegas,  Nevada, VH1's Route 96, CNN's
Burden of Proof and on  Wheel-of-Fortune.  In February 1999, our Legends Show in
Branson,  Missouri  was  featured on a winter  season  special on The  Nashville
Network.

     Advertising  designed to target the individual  tourist includes  newspaper
and magazine  print ads,  television and radio  commercials,  airport videos and
signage, billboard and outdoor advertising,  transit advertising,  and brochures
placed in areas with a high  concentration  of  tourists  (such as  visitor  and
tourist welcome centers).  In some resort markets,  such as Myrtle Beach,  South
Carolina and Branson, Missouri,  advertising commences up to one year in advance
of a show's opening, and includes direct mail campaigns,  attendance at consumer
and  travel  trade  shows,  and  placement  of print  ads in  travel  and  trade
publications.  Within casinos and hotels, table tent cards, coupons,  flyers and
brochures  are  placed  in each  guest-room,  restaurant  and  lounge,  whenever
possible,  and  promotional  show videos are  broadcast  on in-house  television
systems.  As On Stage begins to control other pieces of the distribution  chain,
and forms entertainment  clusters,  traditional  advertising and promotion costs
can be decreased due to economies of scale.

Competition

     The leisure and  entertainment  market,  which includes the market for live
theatrical  productions,  is highly  competitive.  Many of our markets contain a
large  number of  competing  live  theatrical  productions.  In resort and urban
tourist  locations,  we compete for ticket sales with other live productions and
headline stars,  many of whom have better name recognition and greater financial
and other resources.

     The  live  theatrical  entertainment  industry  is  highly  fragmented  and
contains  many  small,   independent  production  companies  and  several  major
production companies.  On Stage competes with these production companies for the


                                       13
<PAGE>

most  desirable  commercial  and tourist  venues,  and for talent and production
personnel.  Major production companies in our markets include Feld Entertainment
Productions,  Blair  Farrington  Productions and Dick Foster  Productions in Las
Vegas, and Greg Thompson Productions in Seattle. In addition to competition from
major production companies,  which produce other forms of live theatrical shows,
we also compete directly against a large number of smaller independent producers
who sometimes produce tribute or impersonator  shows.  However,  we believe that
only one of these competitors, Spring Time Productions, produces such shows on a
continuous basis in more than one location,  and therefore  presently offers any
material  competition.  Spring Time Productions  currently produces its American
superstars  impersonator show at the Stratosphere Hotel and Casino in Las Vegas,
Nevada and at the Grand Casino in Gulfport, Mississippi.

     In Orlando,  Florida and Buena Park,  California,  where On Stage  operates
dinner  theaters,  other major competing  dinner theater shows include  Medieval
Times,  Arabian  Nights,  and  Wizards.  The  dinner  theater  market  is highly
competitive and we compete with other forms of live entertainment in addition to
the dinner theaters, primarily theme parks.

Talent

     On Stage has featured  approximately 200 impersonators and numerous variety
acts (magicians,  aerial acts,  jugglers,  clowns,  sword fighters,  jesters and
comedians),   singers,   dancers,   musicians  and  musical   directors  in  our
productions, and we regularly receive promotional materials from individuals who
are eager for work. An average of 30 inquiries  are received per month,  and for
every  working  performer,  we have  access  to  approximately  three  potential
performers.  We periodically hold auditions for new impersonators,  singers, and
dancers in Las Vegas,  Nevada,  Atlantic City, New Jersey,  Myrtle Beach,  South
Carolina  and Los  Angeles,  California,  and we often view acts in outside show
environments and clubs. All performers receive creative and professional support
from On Stage's various in-house personnel.  On Stage employs  choreographers to
work with new and  existing  entertainers  to develop  their  skills and improve
their  confidence  on stage.  Utilizing  our  in-house  music  library,  musical
arrangements  are  developed for new and existing  performers  and digital audio
tapes are  developed  for  principal  acts.  Our  in-house  wardrobe  personnel,
together with several well established costume designers, create new performers'
wardrobes  and update the  wardrobes  of existing  talent.  We contract  with an
independent photographer to provide promotional photographs of the headline acts
and employ a writer to prepare professional biographies and press releases.

     On  Stage  believes  we are the  premier  producer  of  impersonator  shows
worldwide and that we have the ability to offer a variety of consistent  work to
our acts by  rotating  them among our  different  shows and  events.  On Stage's
musicians,  singers, dancers and production personnel are generally employees of
On Stage,  while  headline  acts,  including the  impersonators  utilized in our
tribute  shows,  are  treated as  independent  contractors  in  accordance  with
industry  practice.  Intellectual  Property  On Stage  have  filed/obtained  the
following intellectual property marks: Name: Class(es) Status Country
<TABLE>
<S>                                                 <C>                    <C>                 <C>
Legends in Concert                          6,16,18,21,25,26,41        Registered          United States
Legends in Concert w/ design                6,16,18,21,25,26,41        Registered          United States
Legends in Concert                                   41                Registered          Canada
Legends in Concert                                   41                Registered          Europe
Legends in Concert                                   41                Registered          Great Britain
Legends in Concert                                   41                Registered          Japan
Legends in Concert                                   41                Registered          Mexico
Legends in Concert                                   41                  Pending           Australia
Legends of Country                                   41                Registered          United States
Atlantic City Experience                             41                Registered          United States
Camouflage Aux Folles                                41                Published           United States
</TABLE>

     On Stage  anticipates  filing  applications  for  protection of its Legends
service  mark in  several  other  foreign  countries,  as need be. We believe we
either  own or have  appropriately  licensed  all of the  intellectual  property
rights  required to perform our shows in the manner in which they are  currently
produced,  including,  but not  limited  to the right to  publicly  present  and
otherwise perform all non-dramatic  copyrighted musical compositions pursuant to
musical  licenses with Broadcast  Music,  Inc.  ("BMI") and American  Society of
Composers, Authors and Publishers ("ASCAP").



                                       14
<PAGE>

     On  Stage  typically  requires  its  independent  contractors,   employees,
consultants   and   advisors   to  execute   appropriate   confidentiality   and
non-competition  agreements in connection with their  employment,  consulting or
advisory relationship with us.

Government Regulation

     Providing  entertainment to the casino gaming industry may subject On Stage
to various  licensing  regulations.  We are  regulated  and required to obtain a
casino industry license from the New Jersey Casino Control  Commission  pursuant
to the New Jersey  Casino  Control  Act.  Our current  casino  service  industry
license from the New Jersey Casino Control  Commission was issued on January 17,
1997 and an  application  for renewal of this license is currently  pending.  In
connection  with the  license  application,  the New Jersey  Division  of Gaming
Enforcement  conducted an investigation of On Stage to determine our suitability
for licensure.  Management believes that we are not required to obtain a license
to provide  our  services  to casinos  in  Nevada,  Mississippi  or in any other
jurisdictions  in which we  operate,  other  than New  Jersey.  The  Nevada  and
Mississippi   Gaming   Control   Boards  and   similar   authorities   in  other
jurisdictions,  however,  have broad authority to order providers of services to
casinos  to  file   applications,   be  investigated,   have  their  suitability
determined, obtain licenses and cease providing their services, if they find the
service providers to be unfit. Additionally,  many of the casinos mandate that a
production  company is either  properly  licensed in  accordance  with the local
gaming laws before it will contract for their services.

     In  addition,  On Stage  leases or owns certain of the theaters for our new
brand-name  resident   productions,   thereby  absorbing  all  costs  and  risks
associated  with  producing  the  show in  order to  retain  100% of the  show's
profits.  Producing shows under this  "four-wall"  arrangement may require us to
obtain and maintain  certain  local  licenses and permits as we were required to
obtain for the opening of our Myrtle Beach show, a "four-wall" production. These
licenses and permits could include,  amusement  licenses,  music licenses (i.e.,
BMI or ASCAP),  business licenses,  liquor licenses,  retail sales tax licenses,
food and beverage  licenses and a health  inspection  rating (if dairy  products
and/or hot food, other than popcorn, is to be sold).  Difficulties or failure in
obtaining  required licenses or regulatory  approvals could delay or prevent the
opening  of a new show or,  alter,  delay or  hinder  our  expansion  plans.  In
addition,  the suspension of, or inability to renew, a license needed to operate
any of our currently running productions would adversely affect our operations.

     Employees

     As of April 9, 2000,  On Stage  employed  approximately  (i) 236  full-time
employees,  including  86  entertainers,  25 theater  operations  personnel,  27
production personnel, 26 food & beverage personnel, 32 administrative personnel,
22 marketing personnel, 14 box office/concession personnel and its two executive
officers;  and (ii) 286 part-time  employees.  None of our current employees are
covered by a collective bargaining  agreement.  We believe that our relationship
with our employees is good.

Existing Defaults Under Credit Facilities

     Working Capital Line

     In May 1997,  First  Security  Bank of Nevada issued a line of credit to us
for up to $250,000.  Borrowings under this line of credit 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.

                                       15
<PAGE>


     Capital Equipment Financing Commitment

     On September 29, 1997, First Security Leasing Company,  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 lease line on April 29, 1999.

     On July 12, 1999,  First Security Bank filed a complaint on behalf of First
Security and First Security  Leasing against On Stage demanding  repayment under
the line of credit  and lease  lines.  We filed an Answer to the  complaint  and
commenced  settlement  negotiations  with First Security Bank.  These settlement
discussions  led to the  execution  of a  Litigation  Forbearance  Agreement  on
December 13, 1999. Under this agreement,  we agreed to grant First Security Bank
an additional security interest in all of our personal property and pay them the
sum of $50,000 per month toward  repayment on the line of credit and lease line,
in exchange for a 120-day  forbearance  period.  On April 7, 2000, we received a
letter from First  Security  Bank  reminding us that the  forbearance  agreement
expires on April 10,  2000 and  requesting  that we submit a further  settlement
plan,  along  with  other  documents,  on or before  May 1,  2000.  While we are
attempting  to negotiate an extension  of this  forbearance  agreement  and/or a
restructuring  of the line of credit and lease line,  there can be no  assurance
that our attempts will be  successful or that First  Security Bank will not take
additional  action to collect this debt.  Mortgage  Financing  Commitment  As of
October 7, 1998, we borrowed an aggregate of  $14,150,000  from Imperial  Credit
Commercial  Mortgage  Investment Corp.  ("Mortgage  Lender").  While we made our
January, February and March 1999 payments under this loan after the due date for
those  payments,  no other payments under this loan have been made to date. As a
result  of these  delinquencies,  we have  incurred  late  charges  and  default
interest, which we have not paid.

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

     On December 9, 1999, the Mortgage Lender  obtained  judgment of foreclosure
against our  subsidiaries,  Fort Liberty,  Inc. and King Henry's,  Inc., for the
sale of the Fort  Liberty  Shopping  Complex and Wild Bill's  Dinner  Theater in
Kissimmee,  Florida and The King Henry's  Feast in Orlando,  Florida.  While the
foreclosure sales on these properties were originally scheduled for late January
2000,  the  Mortgage  Lender  has  honored  our  request  to  reschedule   these
foreclosure sale dates until May 2 and 3, 2000, respectively.

     On January 5, 2000, the Mortgage Lender  obtained a foreclosure  decree for
the judicial sale of our Legends in Concert  Family  Theater in Surfside  Beach,
South  Carolina.  The  foreclosure  sale was set for  February 7, 2000,  but was
extended by the Mortgage Lender to May 2000.



                                       16
<PAGE>

     In the event that First  Security  Bank or the  Mortgage  Lender  initiates
foreclosure  action  against us or our assets,  all or a portion of our property
and assets  securing the credit  facilities and mortgage  financing  extended by
those  lenders may be sold to satisfy our  commitments  under the terms of those
facilities.  While we intend to renegotiate the terms of our credit  facilities,
to obtain  extensions of the terms of those  facilities and to seek  alternative
additional  financing,  there  can be no  assurance  that  our  efforts  will be
successful.

Nasdaq Delisting

     On October 14,  1999,  we attended an oral hearing in  Washington,  D.C. to
appeal the decision by The Nasdaq  SmallCap  Market de-list our securities  from
their exchange. Our appeal was denied, and on October 26, 1999, our Common Stock
and Warrants  were  delisted from their  exchange.  However,  because On Stage's
Common  Stock and  Warrants  were  previously  included  in The Nasdaq  SmallCap
Market,  our Common Stock and Warrants were made available for immediate trading
on the OTC Bulletin  Board  pursuant to an  exemption  from Rule  15c2-11.  This
exemption  allows a broker/dealer,  without having the information  specified by
Rule 15c2-11,  to publish or submit  quotations  for On Stage's Common Stock and
Warrants,  provided  the  broker/dealer  was a  registered  market  maker for On
Stage's Common Stock and Warrants during the previous 30 days.

Risk Factors

     Going concern.  The Company's  auditors have issued a going concern opinion
on the December 31, 1999 financial statements.

     Existing  Defaults  Under Credit  Facilities.  We are  currently in default
under our credit  facilities  with  First  Security  Bank and with our  Mortgage
Lender. Furthermore,  each of these lenders has initiated and/or perfected their
security  interests  against our company.  While we are currently  attempting to
restructure the terms of these credit facilities with each of our lenders, there
is a significant risk that our real and personal  property will be seized on May
3, 2000 if they proceed with collection efforts against us.

     Need for Additional  Financing.  On Stage's cash, cash equivalent  balances
and  anticipated  revenues  from  operations  will not be sufficient to fund our
current operations or to service our substantial indebtedness under our existing
credit  facilities.  We must  restructure  our existing  indebtedness  or obtain
additional sources of financing in order to avoid foreclosure under these credit
facilities.  There  can be no  assurance  that we will  be able to  negotiate  a
restructuring  or that  funds  will be  available  to us. We will not be able to
pursue our growth  strategy  if we are not able to obtain  additional  financing
and, as a result of our financing  difficulties,  we are currently  reevaluating
our  growth  strategy.  We have no  current  arrangements  with  respect  to, or
potential  sources  of,  additional  financing,  and  any  inability  to  obtain
financing could cause us to curtail,  delay or eliminate  present or anticipated
productions,  or to fund  those  productions  through  arrangements  with  third
parties that may require us to relinquish rights to substantial  portions of our
revenue, which may result in foreclosure under our existing credit facilities.

     Increased  Operating  Expenses.  Increased operating expenses in connection
with our recent  acquisitions  or our proposed  expansion  plans,  delays in the
introduction  of new  productions  and factors  adversely  affecting our current
productions,  could  have a  material  adverse  effect on our  future  operating
results. There can be no assurance that we will continue to generate significant
net income in the future or that our future operations will be profitable.

     Dependence on Legends. To date, our revenue has been limited largely to the
production of Legends.  Our future success will depend, to a significant extent,
on our ability to successfully produce and market Legends shows in other venues.
To the extent we are unsuccessful in expanding the production of Legends,  or to
the extent the Legends  production concept ceases to be successful or profitable
for us, there will be a material adverse effect on us.


                                       18
<PAGE>

     Reliance on Principal Production Venues . On Stage anticipates that we will
continue  to rely upon our six current  largest  revenue  producing  show sites,
including  our  resident  Legends  productions  in Las Vegas,  Nevada,  Branson,
Missouri and Myrtle Beach,  South  Carolina,  as well as our King Henry's Dinner
Theater in Orlando Florida, Wild Bill's Dinner Theater in Buena Park, California
and Wild  Bill's  Dinner  Theater in  Kissimmee,  Florida,  for the  substantial
majority  of our  revenue.  The  loss  of all or a  substantial  portion  of the
business  generated  at  those  venues  or  the  termination  or  impairment  of
contractual  relationships  that make some of these venues available to us would
have a material adverse effect on us.

     Risks  Associated  with Proposed  Acquisition  Strategy.  If we are able to
pursue our expansion  plans, we intend to pursue  strategic  acquisitions of, or
joint ventures with, independent  production companies,  and to market our brand
name products to the established  customer bases of any acquired  companies,  in
order to increase  revenues and market share. In addition,  we intend to acquire
additional established,  brand-name shows which we believe have the potential to
be  successful  in new  markets.  We have  planned to enter into these  types of
arrangements  on a  shared  revenue  and/or  profit  basis  and  to  make  these
acquisitions  through  limited  equity  distributions  rather than  through cash
payments or investments.  In addition, if our stock price is too low, we may not
be able or willing to use our common  stock in  acquisitions.  There may, in the
future, be attractive  acquisition candidates for which cash funding is our only
choice,  in which  case,  any  acquisitions  will likely be  contingent  upon us
acquiring additional  financing.  There can be no assurance that we will be able
to acquire financing or, even with additional financing, that we will be able to
acquire acceptable production companies or shows, nor can there be any assurance
that we will be able to enter into  beneficial  joint  ventures on  commercially
reasonable terms or in a timely manner. Furthermore, we can provide no assurance
that any acquired customer bases will be receptive to our productions or that we
will be able to successfully develop any acquired shows. To the extent we effect
an acquisition or joint venture,  there can be no assurance that we will be able
to successfully  integrate into our operations any business or productions which
we may acquire.  Any inability to do so,  particularly  in instances in which we
make significant  capital  investments,  could have a material adverse effect on
us. In addition,  there can be no  assurance  that any  acquired  business  will
increase our revenue  and/or  market share or  otherwise  improve our  financial
condition.

     Competition.  The leisure and  entertainment  market,  which  includes  the
market for live theatrical  productions,  is highly competitive,  and many of On
Stage's markets contain a large number of competing live theatrical productions.
In resort and urban  tourist  locations,  we compete  for ticket  sales with the
producers of other live  productions,  many of whom have greater  financial  and
other  resources than we do and/or feature  productions  and headline stars with
greater name recognition than those we have. In addition,  we compete with other
production  companies for the most  desirable  commercial and tourist venues and
for talent and  production  personnel.  Any  inability to secure those venues or
personnel could have a material  adverse effect on us. In addition,  one or more
of the  commercial  venues in which we currently  have,  or plan to have, a live
production show could decide to self-produce its live entertainment needs. There
can be no  assurance  that we will be able  to  secure  alternative  venues  for
displaced  productions or that those  alternative  venues could be secured under
similar or favorable terms.

     Availability of Talent and Lack of Long-Term  Contracts.  On Stage's future
success  will depend  largely  upon our ability to attract and retain  personnel
sufficiently  trained in performing  arts and theatrical  production,  including
singers, dancers, musicians, choreographers and technical personnel. We maintain
rigorous  standards  with respect to the  abilities  and level of  experience of
these personnel in order to ensure  consistency,  quality and professionalism in
our  productions.  This may make it more  difficult  for us to obtain  qualified
personnel. Moreover, that difficulty is compounded by the fact that Legends, our
flagship  production,  features  impersonators  of past  and  present  superstar
vocalists.  Because  these  headline  performers  must look,  sound and act like


                                       19
<PAGE>

specific  celebrities,  the  pool of  performers  from  which we can  choose  is
significantly reduced. In addition,  while our musicians,  singers,  dancers and
production personnel are generally employees,  our headline acts are independent
contractors  who enter into new contracts  with us for each new show or venue in
which  they  perform.  We do not  maintain  any  long-term  contracts  with  our
performers.   We  will  need  to  hire  additional   performers  and  production
technicians  as we continue to open new  productions,  as well as to  supplement
personnel  in our  existing  productions.  Our  inability  to attract and retain
needed personnel, for either new or existing productions,  could have a material
adverse effect on us.

     Fluctuations in Quarterly Operating Results; High Seasonality. On Stage has
experienced,  and expects to continue to experience,  fluctuations  in quarterly
results  of  operations.  Our live  theatrical  production  business  is  highly
seasonal.  We  expect  these  seasonal  trends  to  continue.  Additionally,  we
typically spend significant resources on new resident theatrical  productions up
to six months in advance of show  openings,  and believe  that,  as we emphasize
pre-opening market research and development as part of our expansion plans, both
the amount of pre-opening  expenditures and the lag between the time in which we
incur those expenditures and the receipt of post-opening  revenue will increase.
Accordingly,  our operating results may also vary  significantly from quarter to
quarter  or year to year due to the  opening  and  timing  of new  shows and the
fluctuations  associated  with  the  pre-opening  and  start-up  phases  of  new
productions in new and varying venues.  Consequently,  revenue as well as profit
and loss may vary  significantly  from quarter to quarter and the results in any
one period will not necessarily be indicative of results in subsequent periods.

     Cyclical  and  Economy-Sensitive   Industry;   Changing  Trends.  The  live
entertainment  industry is cyclical,  with consumer  spending tending to decline
during  recessionary  periods when disposable income is low. Although we believe
our  moderate  ticket  prices  may  enhance  the  appeal of our  productions  to
consumers in a recessionary  environment,  there can be no assurance that a poor
general  economic  climate  will not have an  adverse  impact on our  ability to
compete for limited consumer resources.  The live entertainment industry is also
subject to changing  consumer demands and trends and, while the markets for live
entertainment have grown significantly over the past several years, there can be
no  assurance  that such growth will  continue or that these  trends will not be
reversed.  For instance,  the rate of growth in the casino  gaming  industry has
recently begun to decrease due to consolidation within the industry. Our success
will  depend on our  ability to  anticipate  and  respond to  changing  consumer
demands and trends and other factors affecting the live entertainment  industry,
including new artists and  musicians,  as well as general  trends  affecting the
music  industry  and its  performers.  Failure to respond to these  factors in a
timely manner could have a material adverse effect on us.

     Dependence on the Casino Gaming  Industry.  Our success has been,  and will
continue to be, highly dependent on the casino gaming industry.  Consequently, a
change in the laws or  regulations  governing the casino gaming  industry,  or a
significant decline in casino gaming in the United States, could have a material
adverse effect on us.

     Intellectual  Property. On Stage's success depends to a large extent on our
ability to reproduce the performance,  likeness and voice of various celebrities
without  infringing  on the  publicity  rights  of  those  celebrities  or their
estates.  Although  we  believe  that  our  productions  do  not  violate  those
intellectual  property  rights under  applicable  state and federal laws, in the
event a claim were made against us, litigation, regardless of the outcome, could
be  expensive  and time  consuming  for us to defend.  Additionally,  if we were
determined to be infringing any  intellectual  property rights in the production
of our  performances,  we could be required to pay  damages--possibly  including
treble and/or statutory damages--costs and attorney fees, alter our productions,
obtain  licenses or cease  certain  activities,  all of which,  individually  or
collectively,  could have a material  adverse effect on us.  Furthermore,  if we


                                       20
<PAGE>

were required to obtain licenses from the celebrities we impersonate,  there can
be no assurance that we would be able to acquire those licenses on  commercially
favorable terms, if at all. In addition,  an element of our business strategy is
to expand our  merchandising  program by introducing a wider variety of clothing
items and new products,  such as compact  discs,  and audio and video tapes.  We
have filed trademark applications,  as necessary, in order to protect our rights
in the products that we sell.  There can be no assurance that we will be able to
obtain any trademarks on terms and conditions acceptable to us. Our inability to
obtain  those  rights  could have a material  adverse  effect on our  ability to
successfully implement our merchandising strategy.

     Government  Regulation.   Providing  entertainment  to  the  casino  gaming
industry may subject On Stage to various  licensing  regulations.  For instance,
the Casino Control Commission of the State of New Jersey requires that we obtain
a Casino  Service  Industry  License to perform our shows at our  Atlantic  City
venues.  Although we have obtained this license,  there may be other licenses or
permits  which may be  required  for us to perform our shows in casinos in other
areas.

     In  addition,  under our  expansion  program  we plan to lease or  purchase
theaters  for our new Legends or other  brand-name  resident  productions.  As a
result,  we will be  required  to absorb  all costs  and risks  associated  with
producing the show in order to retain 100% of the show's profits--referred to as
a "four-wall" production. Producing shows on this basis may require us to obtain
and  maintain  certain  business,  professional,  retail and local  licenses and
permits--as we were required to obtain for the opening of our Myrtle Beach show,
a "four-wall" production. Difficulties or failure in obtaining required licenses
or  regulatory  approvals  could  delay or prevent the opening of a new show or,
alter,  delay or hinder our expansion plans. In addition,  the suspension of, or
inability to renew,  a license  needed to operate any of our  currently  running
productions would adversely affect our operations.

     Our current  casino  service  industry  license from the New Jersey  Casino
Control Commission was issued on January 17, 1997 and a renewal  application for
this license is currently pending.  In connection with the license  application,
the New Jersey Division of Gaming  Enforcement  conducted an investigation of On
Stage to determine our  suitability for licensure.  Management  believes that we
are not  required  to obtain a license to  provide  our  services  to casinos in
Nevada,  Mississippi or in any other  jurisdictions  in which we operate,  other
than New Jersey.  The Nevada and  Mississippi  Gaming Control Boards and similar
authorities  in other  jurisdictions,  however,  have broad  authority  to order
providers of services to casinos to file  applications,  be  investigated,  have
their  suitability  determined,   obtain  licenses  and  cease  providing  their
services, if they find the service providers to be unfit. Additionally,  many of
the casinos mandate that a production company be properly licensed in accordance
with the local gaming laws before it will contract for their services.

     Dependence on Key Personnel.  On Stage's future success will depend largely
on the efforts and abilities of our existing senior management, particularly Mr.
John W. Stuart, On Stage's chairman and chief executive officer. The loss of the
services of Mr. Stuart or other members of On Stage's management team could have
a material  adverse effect on us. Although we currently  maintain a key-man life
insurance  policy on the life of Mr. Stuart in the amount of  $2,500,000,  those
proceeds may not be sufficient to compensate us for the loss of his services. In
particular,  Mr.  Stuart's  death  would  result  in the  loss  of his  creative
contribution  to On Stage and would  give the owner of the  Imperial  Palace the
right to  terminate  its  contract  with us  relating  to our  resident  Legends
production  in Las  Vegas,  one of our  largest  revenue  producing  venues.  In
addition,  while  Mr.  Stuart  has  entered  into  a  non-competition  agreement
restricting  his  ability  to  work  for a  competitor  during  the  term of his
employment  agreement--which expires on May 31, 2000--and thereafter for periods
of five years,  there can be no assurance  that this  non-competition  agreement
will be enforceable or that On Stage will be in a position to pay Mr. Stuart the
contractual  amount  required  to  effectuate  his  non-competition   agreement.
Finally,  there  can be no  assurance  that On Stage  will be able to renew  Mr.
Stuart's employment contract and/or attract and retain the additional  qualified
senior management personnel necessary to manage our planned growth.


                                       21
<PAGE>

     Risk of Employment Tax Liability.  Consistent with industry  standards,  On
Stage has,  since  inception,  treated,  and expects to  continue to treat,  the
headline  acts  of  productions  as  independent   contractors  rather  than  as
employees. In making the determination that we are qualified to characterize the
headline acts as  independent  contractors,  On Stage,  in addition to following
industry precedent,  made an independent review of, and analyzed, the applicable
guidelines  issued by the Internal Revenue  Service.  There can be no assurance,
however,  that we are  qualified  to  treat  the  headline  acts as  independent
contractors.  If we have improperly  classified the headline acts as independent
contractors,  than we would be liable for the  payment of  employment  taxes for
those  periods in which the  headline  acts were  incorrectly  characterized  as
independent contractors.  If imposed, that employment tax liability would have a
material adverse effect on us.

     Litigation. On Stage is involved in certain pending and threatened lawsuits
in which the adverse parties are seeking damages. There can be no assurance that
any of the  instituted or threatened  lawsuits will be settled or decided in our
favor.  Moreover,  regardless of the outcome of those lawsuits and claims, if we
were to be engaged in protracted litigation,  the costs of that litigation could
be  substantial.  Even in  situations  where we are fully  indemnified  by third
parties,  the time and effort  expended by On Stage personnel in connection with
those matters could be significant,  leaving us with less  opportunity to pursue
our strategic goals.

     Limitations on Liability of Directors and Officers.  On Stage's Articles of
Incorporation  include provisions to eliminate,  to the full extent permitted by
Nevada General Corporation Law, the personal liability of directors for monetary
damages  arising  from a breach  of their  fiduciary  duties as  directors.  Our
Articles of  Incorporation  also include  provisions to the effect that On Stage
shall,  to the maximum extent  permitted  under Nevada law,  indemnify and, upon
request,  advance  expenses  to any  director  or officer to the extent that the
indemnification and advancement of expense is permitted under that law.

     No Dividends. On Stage has never paid any dividends on our common stock and
we do not  anticipate  paying cash  dividends  in the  foreseeable  future.  Our
existing credit facilities also prohibit the payment of dividends.  We currently
intend to retain all  earnings  for use in  connection  with our  business.  The
declaration  and  payment  of  future  dividends,  if any,  will be at the  sole
discretion  of our board of  directors  and will depend upon our  profitability,
financial condition, cash requirements,  future prospects, credit agreements and
other factors deemed relevant by the board.

     Possible  Adverse Effects of  Authorization  of Preferred Stock. On Stage's
Articles  of  Incorporation  authorize  the  board of  directors  to issue up to
1,000,000  shares of "blank  check"  preferred  stock,  with such  designations,
rights and  preferences  as may be determined  from time to time by the board of
directors.  Accordingly,  the  board of  directors  will be  empowered,  without
stockholder  approval,  to issue  preferred  stock with  dividend,  liquidation,
conversion,  voting,  or other rights,  which could adversely  affect the voting
power of the holders of common stock and,  under  certain  circumstances,  could
make it  difficult  for a third  party to gain  control of On Stage,  prevent or
substantially delay a change in control, discourage bids for the common stock at
a premium,  or otherwise  adversely affect the market price of the common stock.
Although we have no current plans to issue any shares of preferred stock,  there
can be no assurance that the board will not decide to do so in the future.

     Unaffiliated  Bankruptcy. A real estate partnership which is not affiliated
with On Stage but of which Mr. John W. Stuart,  our chairman and chief executive
officer,  was a  partner,  Maze  Stone  Canyon  Estates  Partnership,  filed for
bankruptcy  under Chapter 11 in December  1991 in the United  States  Bankruptcy
Court, Central District of California.  The partnership's plan of reorganization
was  withdrawn  before  adoption by the  bankruptcy  court in August  1992.  The
partnership Maze Stone Canyon Estates Partnership was subsequently dissolved.



                                       22
<PAGE>

     Risks  Relating  to  Penny  Stocks.  On  Stage's  stock is  subject  to the
requirements of certain rules, promulgated under the Exchange Act, which require
additional  disclosure by broker-dealers in connection with any trades involving
a stock defined as a "penny stock."  Generally,  "penny stock" is any non-Nasdaq
equity security that has a market price of less than $5.00 per share, subject to
limited exceptions.  Those rules require the delivery,  prior to any penny stock
transaction,  of a disclosure schedule explaining the penny stock market and the
risks  associated  with it, and impose  various sales practice  requirements  on
broker-dealers who sell penny stocks to persons other than established customers
and   accredited   investors--generally   institutions.   For  these   types  of
transactions,  the broker-dealer must make a special  suitability  determination
for the  purchaser  and have  received the  purchaser's  written  consent to the
transaction prior to sale. The additional burdens imposed upon broker-dealers by
these requirements may discourage  broker-dealers from effecting transactions in
the common stock,  which could severely limit the market liquidity of the common
stock and the ability of stockholders to sell the common stock in the market.

     Current  Annual  Report on Form 10-KSB and State  Registration  Required to
Exercise  Warrants.  Holders of outstanding  warrants to acquire On Stage common
stock will be able to exercise their warrants only if a current Annual Report on
Form 10-KSB under the Securities  Act relating to the securities  underlying the
warrants,  is then in effect  and those  securities  are  qualified  for sale or
exempt from qualification under the applicable  securities laws of the states in
which the various holders of warrants reside. Although we intend to use our best
efforts  to  maintain  a current  Annual  Report  on Form  10-KSB  covering  the
securities  underlying  the warrants at the earliest  practicable  date,  to the
extent required by federal  securities  laws,  there can be no assurance that we
will be able to do so. As a result of the defaults under our credit  facilities,
we are not eligible to use the "short-form" registration procedures available to
other issuers under the  Securities  Act.  Therefore,  our ability to maintain a
current  Annual  Report  on Form  10-KSB  will be  impaired  until we are  again
eligible  to use  the  "short-form"  registration  procedures,  which  we do not
anticipate  will occur prior to March 31, 2000. The value of the warrants may be
greatly  reduced  if a Annual  Report on Form  10-KSB  covering  the  securities
issuable  upon  the  exercise  of the  warrants  is not kept  current  or if the
securities are not  qualified,  or exempt from  qualification,  in the states in
which the holders of warrants  reside.  Persons  holding  warrants who reside in
jurisdictions  in which those securities are not qualified and in which there is
no exemption  will be unable to exercise their warrants and would either have to
sell their warrants in the open market or allow them to expire unexercised.

     Restrictive  Debt Covenants.  On Stage's  various loan  agreements  contain
covenants  that,  among other  things,  restrict  the  ability of our  operating
subsidiaries  to dispose  of assets,  incur  additional  indebtedness,  pay cash
dividends,  create liens on assets, make investments or acquisitions,  engage in
mergers  or  consolidations,   make  capital  expenditures,  engage  in  certain
transactions  with  affiliates or redeem or repurchase the  indebtedness of such
subsidiaries. In addition, under our loan agreements, we are required to satisfy
financial ratio tests,  including interest expense, fixed charges and total debt
coverage  ratios.  Our ability to satisfy  financial  tests and ratios  could be
affected by numerous events beyond our control,  including economic, weather and
industry  conditions.  The breach of any financial  covenant contained in a loan
agreement  could result in the  termination  of our credit  facilities--and  the
acceleration of the maturity of all amounts  outstanding  there  under--and,  by
virtue of cross  default  provisions,  the  acceleration  of the maturity of our
other  indebtedness.  See  "Management  Discussion  and  Analysis  of  Financial
Conditions and Results of Operations."

     Prior Losses.  For the years ended December 31, 1998 and December 31, 1999,
we had net losses of $4,870,989 and $209,339, respectively.  Moreover, increased
operating  expenses in connection with our proposed  expansion plans,  delays in
the introduction of new productions and factors adversely  affecting our current
productions  could  have  a  material  adverse  effect  on us.  There  can be no
assurance  that we will  generate  net  income in the  future or that our future
operations  will be  profitable.  See  "Management's  Discussion and Analysis of
Financial Condition and Results of Operations,"  "Certain  Transactions" and the
financial statements contained elsewhere in this Annual Report on Form 10-KSB.

     No Assurance of Continued Public Market;  Possible Continued  Volatility of
Market Price of Common Stock.  There can be no assurance that a regular  trading
market  for the  common  stock  will be  sustained.  The  market  prices  of our
securities  may  continue  to be  characterized  by  volatility  and low trading
volume.  Factors  such  as our  operating  results,  announcements  by us or our
competitors  of new  production  contracts,  and various  factors  affecting the
entertainment  industry  generally,  may have a significant impact on the market
price of our securities.

                                       23
<PAGE>

     Risks Relating to Proposed  Expansion Plans;  Possible Inability to Achieve
or Manage Growth. On Stage's continued growth depends,  to a significant degree,
on our ability to produce and market new theatrical  productions on a profitable
basis.  It will also be highly  dependent  on our  ability  to  restructure  our
existing  debt and obtain  additional  financing.  Our  expansion  plans include
increasing both the number of productions in operation at any given time and the
rate at which such productions  open. This expansion  strategy  contemplates the
opening of up to ten additional  resident  productions  over the next 36 months,
which  strategy,  if  successful,   will  place  significant  pressures  on  our
personnel,   as  that  growth  will  require  development  and  operation  of  a
significantly  larger business over a broader  geographical area. Because of our
current debt position and defaults,  we are reevaluating our expansion strategy.
The success of our expansion,  if we are able to pursue it, strategy will depend
upon a number of factors, including, among others:

     o    our ability to restructure our debt and obtain additional financing;

     o    our  ability  to  hire  and  retain  additional  skilled   management,
          marketing,  technical and performing  arts and  theatrical  production
          personnel;

     o    our ability to secure  suitable venues for new productions on a timely
          basis and on commercially reasonable terms; and

     o    our ability to  successfully  manage our growth (which will require us
          to develop and improve upon our operational,  management and financial
          systems and controls).

     Our  prospects and future  growth will also be largely  dependent  upon the
ability of our  Legends  productions  to  achieve  significant  market  share in
targeted  tourist and gaming  markets and our ability to develop  and/or acquire
and commercialize additional productions. There can be no assurance that we will
be able to achieve  our  expansion  goals or that,  if we are able to expand our
operations,  we will be able to  effectively  manage our growth,  anticipate and
satisfy  all of the  changing  demands  and  requirements  that this growth will
impose upon us or achieve greater operating income or  profitability.  Moreover,
in light of

     (1)  the  significant   up-front   capital   expenditures  and  pre-opening
          costs--estimated  to be  approximately  $500,000 to  $1,000,000 in the
          case of a leased  theater--associated  with the establishment of a new
          resident production,

     (2)  the  length of time  required  to  prepare  for the  opening  of a new
          resident production (typically three to six months), and

     (3)  the  significant  time required  before a new resident  production can
          achieve the market acceptance and name recognition  required for local
          ticket wholesalers and tour specialists to promote it,

the  discontinuation  of any new  production--whether  due to inadequate advance
marketing, inadequate performances, poor site selection or otherwise--would have
a material adverse effect on us. For instance,  during 1998, we discontinued our
resident  production  of Legends in  Toronto,  Canada,  as a result of less than
optimal  ticket  sales  in the  start-up  phase of the  show,  which  caused  an
aggregate estimated loss to us of at least $443,096.



                                       24
<PAGE>

     Control by Principal  Stockholder.  John W. Stuart,  our chairman and chief
executive  officer,  beneficially  owns  approximately  54.8% of the outstanding
common stock. Accordingly, Mr. Stuart is able to control On Stage and direct our
affairs,  including  the  election  of  directors,  and cause an increase in our
authorized  capital  or  the  dissolution,   merger  or  sale  of  On  Stage  or
substantially all of our assets.

     Our Facilities.  On Stage's corporate headquarters consist of approximately
16,000  square  feet of  nondescript  office and  warehouse  space  located in a
commercial  strip mall in Las Vegas,  Nevada.  This  lease is  currently  set to
expire on August 31, 2002.  Leases of other offices in Atlantic City, New Jersey
and Orlando,  Florida are scheduled to expire in 2000. Although we intend to let
the leases expire on some of our locations  that we do not intend to continue to
occupy,  we will need to retain or replace  the  leases for some of this  space.
There can be no assurance  that we will be  successful in retaining or replacing
the space we want.  The  termination  of the lease of these  desired  facilities
could have a material adverse effect on our operations.

     Many of the properties we presently occupy and use for our productions were
acquired with loans provided by our Mortgage  Lender.  In the event our Mortgage
Lender executes on the current judgments of foreclosure, these actions may cause
us to lose these properties as venues in which to operate our productions.

Item 2.  Description of Property

     On Stage corporate headquarters consist of approximately 16,000 square feet
of nondescript  office and warehouse space located in a commercial strip mall in
Las Vegas, Nevada. This lease is currently set to expire on August 31, 2002. The
table provided below lists certain  information  regarding our other  facilities
that were in use during 1999.

--------------------- ------------ ------------- -----------  ----------------
                        Square      Type of         Lease        Principal
    Location           Footage     Possession     Expiration      Function
--------------------- ------------ ------------- -----------  ----------------
Atlantic City, NJ        2,000        Lease         12/00        Office
Atlantic City,NJ (1)      N/A         Lease         06/00        Residential
Branson, MO             27,500        Lease         12/00        Theater/Office
Buena Park, CA (2)      27,599        Lease         06/10        Theater
Kissimmee, FL (3)       31,350        Own           N/A          Retail
Kissimmee, FL (4)       18,221        Own           N/A          Theater
Las Vegas, NV (5)       16,000        Lease         08/02        Corporate
                                                                 Office
Las Vegas, NV (5)        4,668        Lease         05/01        Warehouse
N. Myrtle Beach, SC (6) 15,000        Lease         12/04        Theater/Office
Myrtle Beach, SC (7)    16,171        Own           N/A          Theater/Office
Orlando, FL              3,640        Lease         06/02        Warehouse
Orlando, FL (8)         10,000        Lease         10/00        Office/Bar
Orlando, FL (9)         15,500        Own           N/A          Theater
--------------------- -------------- ------------ ---------- -----------------

(1)  Consists of seven condominium units for use by our performers when they are
     performing in our Legends show at Bally's Park Place in Atlantic  City, New
     Jersey.  We lease  these  units from John W.  Stuart,  our chief  executive
     officer, and his wife.

(2)  On Stage's wholly-owned subsidiary, On Stage Theaters, Inc., subleases this
     property from Wild Bill's California, Inc., a wholly-owned subsidiary of On
     Stage Theaters.  Wild Bill's  California,  Inc. leases the property from an
     unrelated third party.

                                       25
<PAGE>

(3)  This property is owned by Fort Liberty, Inc., a wholly-owned  subsidiary of
     On Stage  Theaters.  On Stage  Theaters  leases  this  property  from  Fort
     Liberty, Inc. Fort Liberty,  Inc.'s ownership is subject to a lien in favor
     of Imperial Credit securing a loan in the principal amount of $2.7 million.
     The terms of this loan  provide for monthly  interest  payments of $21,938,
     plus monthly principal  amortization of $7,500,  commencing April 13, 1999.
     The loan matures March 16, 2008, at which time the projected  loan balance,
     assuming no prepayments,  of $2,676,199 million will be due and payable. We
     have no present plans for the further  development  or  improvement  of the
     property,  beyond ordinary  maintenance.  The annual real property taxes on
     the property are  approximately  $33,400.  Depreciation with respect to the
     building  at the  property is taken at a rate of $22,630 per year under the
     straight-line  method over a 30-year  estimated life. The occupancy of this
     mixed-use  retail  space  is  approximately  83%  and a  restaurant  tenant
     occupies approximately 17% of the total square footage of the property on a
     lease and providing for monthly  triple net rent of  approximately  $7,300.
     The  following is a schedule of the lease  expirations  at the property for
     each of the next 10 years, with none with terms beyond 2004:

                                       Percent of
         Year      Square Feet        Annual Rent     Total Rent

         1999         8,500             21.29          $ 100,420
         2000         4,840             14.52          $  68,520
         2001         3,750             11.26          $  53,120
         2002        11,658             37.27          $ 175,820
         2003           750              3.18          $  15,000
         2004         2,669              7.58          $  35,750
         2005         1,500              4.90          $  23,140

(4)  This property is owned by Fort Liberty, Inc., a wholly-owned  subsidiary of
     On Stage  Theaters.  On Stage  Theaters  leases  this  property  from  Fort
     Liberty,  Inc. The lease is for a term of 11 years and provides for monthly
     rent of $89,117, plus taxes and utilities.  Fort Liberty,  Inc.'s ownership
     is subject  to a lien in favor of  Imperial  Credit  securing a loan in the
     principal  amount  of $3.9  million.  The terms of this  loan  provide  for
     monthly interest payments of $31,688,  plus monthly principal  amortization
     of $10,833,  commencing April 13, 1999. The loan matures March 16, 2008, at
     which  time  the  projected  loan  balance,  assuming  no  prepayments,  of
     $3,856,620  will be due and  payable.  We have  no  present  plans  for the
     further  development  or  improvement  of  the  property,  beyond  ordinary
     maintenance.   The  annual  real   property   taxes  on  the  property  are
     approximately  $65,800.  Depreciation  with  respect to the building at the
     property  is taken at a rate of $26,568  per year  under the  straight-line
     method over a 30-year estimated life.

(5)  This lease may be terminated at any time after August 31, 1999 by providing
     written notice of that intention.

(6)  On Stage is currently attempting to sub-lease this theater.

(7)  This property is owned by On Stage Theaters,  Inc. On Stage Theaters leases
     this property from On Stage Theaters Surfside Beach, Inc.

(8)  On Stage  Theaters  subleases  this property from Blazing  Pianos,  Inc., a
     wholly-owned  subsidiary of On Stage Theaters.  Blazing Pianos, Inc. leases
     the property from an unrelated third party.

(9)  This property is owned by King Henry's, Inc., a wholly-owned  subsidiary of
     On Stage  Theaters.  On Stage  Theaters  leases  this  property  from  King
     Henry's, Inc. King Henry's,  Inc.'s ownership is subject to a lien in favor
     of Imperial Credit  securing a loan in the principal  amount of $5 million.
     The terms of this loan  provide for monthly  interest  payments of $40,625,
     plus monthly principal amortization of $13,999,  commencing April 13, 1999.
     The loan matures March 16, 2008, at which time the projected  loan balance,
     assuming no prepayments,  of $4.33 million will be due and payable. We have
     no  present  plans  for  the  further  development  or  improvement  of the
     property,  beyond ordinary  maintenance.  The annual real property taxes on
     the property are  approximately  $89,850.  Depreciation with respect to the
     building at the  property is taken at a rate of $44,201  under the straight
     line method over a 30-year estimated life. However, as more fully described
     elsewhere in this document, our facilities serve as collateral for mortgage
     debt for which we are  currently  in  default.  The  Lender  has  agreed to
     forebear  foreclosure  proceedings until May 2, 2000. We stand a great risk
     that these properties will be repossessed by the Lender.

     We believe that our existing  facilities  are suitable and adequate for our
current operations and are adequately insured.

                                       26
<PAGE>

Item 3.  Legal Proceedings

     In May, 1996, a former performer in On Stage's Legends  production aboard a
vessel owned and operated by Premier  Cruise Lines,  Ltd.,  filed a lawsuit in a
Florida  Circuit  Court  against  On  Stage  alleging  bodily  injury,  pain and
suffering, disability, disfigurement, mental anguish and pain, loss of earnings,
loss of ability to earn  money,  and  reimbursement  for  medical  expenses  and
treatment  and care for any  amount in excess of  $15,000.  On or about July 20,
1999, On Stage successfully negotiated a complete settlement of this lawsuit for
a total remuneration of $60,000.

     In July 1996, an  impersonator  of Hank Williams,  Sr. who performed for On
Stage,  filed  suit  against  On Stage  in the  circuit  court of Taney  County,
Missouri.  The plaintiff alleges that On Stage  misappropriated  his name, image
and likeness  for  commercial  purposes by taking a  photograph  of him during a
performance,  reproducing  that  photograph  and  publishing  it in an On  Stage
brochure.  The plaintiff  has claimed  damages in the amount of  $2,000,000.  On
Stage filed an answer to this  complaint and  considered  filing a  counterclaim
against Mr. Owen.  However,  before any further action was taken by either side,
and before trial had  commenced,  the parties were able to reach a settlement of
this  dispute  on April  26,  1999.  While we cannot  disclose  the terms of the
settlement,  as the parties agreed to hold the same in strict confidence, we can
disclose that the matter was resolved in a manner which benefited On Stage.

     On April 19, 1999,  the owners of the famous work West Side Story,  filed a
complaint  against On Stage for  allegedly  infringing  upon their  intellectual
property  rights  utilized in  connection  with On Stage's  production  America!
America!  at  the  Trump  Taj  Mahal.  On or  about  July  28,  1999,  On  Stage
successfully negotiated a settlement to this lawsuit for the sum of $60,000.

     On May 28, 1998, Silver State Property  Management,  a Nevada  corporation,
Roger A. Bergmann  Enterprises,  a Nevada  corporation,  and R.E. Lyle Corp.,  a
Nevada  corporation  filed a complaint in the Second Judicial  District Court of
the State of Nevada, County of Washoe,  alleging,  among other things, that John
W. Stuart, acting as an agent, chairman of the board and chief executive officer
of On Stage,  breached an alleged oral  agreement  to purchase  the  Plaintiff's
respective  interests  in the  Legends  in Concert  production  in Hawaii for an
aggregate  purchase  price of  $1,000,000.  On or about  September 14, 1999, the
Company  successfully  negotiated a settlement in this  litigation,  pursuant to
which the  Plaintiff's  agreed to dismiss the lawsuit in exchange  for a payment
plan which in the  aggregate  totals  $350,000.  The Company  paid  $50,000 upon
execution of the settlement  and agreed to make two (2)  additional  payments of
$150,000  within the next year. Mr. Stuart  personally  guaranteed the Company's
payment of the  settlement  amount,  pledged  his own real  property as security
therefore  and  agreed to forego any  counterclaim  he may have  personally  had
against  the  Plaintiffs.  In  consideration  for his  guaranty,  pledge of real
property and agreement to waive his rights against the  Plaintiffs,  the Company
granted Mr.  Stuart  250,000  shares and agreed to grant an  additional  250,000
shares  to him in the  event  the  guaranty  is  enforced  against  him  for the
Company's  failure to pay the settlement  amount.  Since On Stage failed to make
the  required  $150,000  payment  to the  Plaintiff's  in a timely  manner,  the
Plaintiff's  executed on Mr.  Stuart's  real  property in  satisfaction  of this
$150,000 payment.

     On August 20, 1998, a complaint  was filed  against On Stage by the trustee
of the United  States  Bankruptcy  Court for the  District  of Nevada,  alleging
breach of  contract,  monies due and owing and  turnover of the  property to the
estate.  The basis of the complaint stems from the purchase of certain furniture
by a third party while purporting to be a representative of On Stage. The matter
proceeded to trial on May 27 and 28,  1999,  after which a judgment was rendered
against On Stage in the amount of $14,955. On Stage appealed this decision.

     On March 4, 1999,  a final  judgment  was  entered  against On Stage in the
amount of  $79,980.19  for past due rent on the theater it  abandoned in Daytona
Beach,  Florida.  On November 15, 1999, a satisfaction  of judgment was filed in
accordance  with a  settlement  agreement  On  Stage  reached  with  its  former
landlord,  pursuant to which On Stage paid its prior landlord the sum of $55,000
in exchange for the landlord's  agreement to file a satisfaction of judgment and
return certain of On Stage's personal property.

                                       27
<PAGE>

     On May 27, 1999,  Hanover  Restaurants,  Inc. returned 595,238 shares of On
Stage common stock  originally  issued to Hanover in connection  with On Stage's
purchase of substantially  all of the income producing assets of Gedco USA, Inc.
The  Hanover  shares  were  returned  to On Stage under to the terms of a Mutual
Release and Settlement Agreement, which was entered into by and between On Stage
and Gedco as a result of a dispute that arose in connection with the Gedco asset
acquisition.  In exchange for the return of the Hanover  shares,  On Stage:  (1)
granted  Hanover a  warrant  to  purchase  595,238  shares of common  stock at a
purchase price of $1.50;  and (2) released its claim to  approximately  $925,000
which was being  held in escrow as  security  for  certain  representations  and
warranties made by Gedco representatives as part of the Gedco asset acquisition.

     On July 12, 1999,  First Security Bank of Nevada filed a complaint  against
On Stage,  its'  subsidiaries and John W. Stuart in the District Court of Nevada
in Clark County,  Nevada.  The complaint alleges that On Stage has breached its'
contract  with First  Security  by  refusing  to repay loan and lease lines with
First Security that have recently matured.  The Complaint prays for repayment of
the  matured  loan and lease  lines in the amount of  approximately  $1,955,998,
together  with  interest,   attorneys'  fees  and  costs  associated  therewith.
Additionally,  the Complaint  seeks to enforce the personal  guaranty of John W.
Stuart to repay this outstanding  balance and prays for writs of garnishment and
attachments  of On Stage's  personal  property.  On Stage filed an Answer to the
complaint and commenced settlement  negotiations with First Security Bank. These
settlement  discussions  led  to  the  execution  of  a  Litigation  Forbearance
Agreement on December 13, 1999. Under this Forbearance  Agreement,  we agreed to
grant First Security Bank an additional security interest in all of our personal
property and pay them the sum of $50,000 per month toward  repayment on the line
of credit and lease line, in exchange for a 120-day forbearance period.

     On August 2,  1999,  Hemisphere  Tour & Travel,  Inc.,  n/k/a  HT&T,  Inc.,
Richard  Winokur,  Media Corp. of America and Stephen  Zadrick filed a complaint
against On Stage and Gedco USA, Inc. in the and for the Ninth  Judicial  Circuit
Court  in  and  for  Orange  County,   Florida.   The  complaint   alleges  that
representatives  from  On  Stage  and  Gedco  breached  an  oral  contract  with
plaintiffs  to pay  them  a  commission  in  connection  with  the  Gedco  asset
acquisition.  More  specifically,  the plaintiffs allege that if it had not been
for their  introduction  of Gedco and On Stage,  the  parties  would  never have
consummated  the Gedco  asset  acquisition.  On Stage is  currently  involved in
settlement  negotiations  with the  Plaintiff's  in this lawsuit and  anticipate
reaching a final resolution to this matter by June 30, 2000.

     On August 4, 1999,  a  complaint  was filed  against On Stage by its former
landlord for its  discontinued  production  in Toronto,  Canada.  The  complaint
prayed,  amongst other counts,  for past due and  prospective  rent in an amount
equal to $1,000,000.  On November 12, 1999, On Stage  successfully  negotiated a
settlement with the Plaintiff's in this lawsuit, pursuant to which On Stage paid
the landlord a total of $90,000 in rent arrearage,  along with $6,300 in general
sales tax, in return for a dismissal of this $1,000,000 liability.

     On  November  16,  1999,  Wild  Bill's  California,  Inc.,  a  wholly-owned
subsidiary,  received a demand letter from the Landlord of its' Ground Lease for
its Wild Bill's Dinner Theater in Buena Park,  California for its failure to pay
rent.



                                       28
<PAGE>

     As of October  7, 1998,  we  borrowed  an  aggregate  of  $14,150,000  from
Imperial Credit Commercial Mortgage Investment Corp. ("Mortgage Lender").  While
we made our January,  February and March 1999 payments under this loan after the
due date for those payments, no other payments under this loan have been made to
date.  As a result of these  delinquencies,  we have  incurred  late charges and
default  interest,  which we have not paid.  On November 5, 1999,  we received a
formal  demand  from  ICCMIC to pay them the sum of  $16,163,305  as a guarantor
under the loan,  which  represented  all of the  indebtedness  due the  Mortgage
Lender as of that date.  On November  12,  1999,  the  Mortgage  Lender  filed a
complaint against us in the District Court for Clark County,  Nevada,  alleging,
among other  things,  that we breached the  guaranty.  On December 10, 1999,  we
agreed to allow the  Mortgage  Lender to obtain a  judgment  against  us for the
amount of the guaranty,  in return for a forbearance  on the  collection of this
judgment  until March 31, 2000.  The  Mortgage  Lender has extended the date for
collection on this judgment until May 1, 2000. On December 9, 1999, the Mortgage
Lender obtained judgment of foreclosure against our subsidiaries,  Fort Liberty,
Inc. and King Henry's,  Inc., for the sale of the Fort Liberty  Shopping Complex
and Wild Bill's Dinner Theater in Kissimmee,  Florida and The King Henry's Feast
in  Orlando,  Florida.  While the  foreclosure  sales on these  properties  were
originally  scheduled for late January 2000, the Mortgage Lender has honored our
request to  reschedule  these  foreclosure  sale dates  until May 2 and 3, 2000,
respectively.

     On December 31, 1999, On Stage obtained a judgment against Mr. Charles Dean
for past due rent on its Celebrity Theater in North Myrtle Beach, South Carolina
in the amount of $185,180. On Stage has scheduled a judgment debtors examination
to determine  which assets of Mr. Dean it should  enforce its judgment  upon and
will continue to vigorously pursue collection efforts on this judgment.

     While we are actively  attempting  to  negotiate  the  resolution  of these
matters,  there can be no assurance that our attempts will be successful or that
any of these  parties  will not  take  additional  action  to  collect  upon any
judgments they may obtain.

     Item 4. Submission of Matters to a Vote of Security-Holders

     The following  matters were submitted to a vote of Security  Holder's at On
Stage's 1999 Annual Meeting of the Stockholders:  (1) to re-elect Mark G. Tratos
as a member of the board of directors;  and (2) to ratify BDO Seidman, LLP as On
Stage's  independent  public accountants for the fiscal year ending December 31,
1999.

                                       29
<PAGE>


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     The Common  Stock trades on the Over the Counter  Bulletin  Board under the
symbol "ONST.OB" The following table sets forth, for the periods indicated,  the
high and low sales prices as quoted on the OTCBB.  The  quotation  reflect inter
dealer prices  without  recital  mark-up,  mark-down or  commission  and may not
represent actual transactions.
<TABLE>
              <S>                                              <C>                     <C>

           Period                                               High                   Low
           ------
                                                         -------------------    ------------------

           Fiscal 1999:
               First Quarter......................             1.7500                0.6875
               Second Quarter.....................             2.1250                0.6875
               Third Quarter......................             1.5000                0.3750
               Fourth Quarter.....................             0.4375                0.0625

           Fiscal 1998:
               First Quarter......................             5.4375                3.5000
               Second Quarter.....................             5.1250                3.6250
               Third Quarter......................             4.7500                1.7500
               Fourth Quarter....................              2.2500                0.0625
</TABLE>


     As of April 10,  2000  there were  700,000  holders of record on our Common
Stock. On April 10, 2000, the closing sale price of the Common Stock as reported
over the counter was $0.50.

     The Company has never  declared or paid any cash  dividends  on its capital
stock.  The Company  currently  intends to retain its earnings to finance future
growth and working  capital needs and therefore does not  anticipate  paying any
cash dividends in the foreseeable future.

Item 6.  Management's Discussion and Analysis or Plan of Operation

     The information appearing in the section captioned "Management's Discussion
and Analysis of Financial Condition and Results of Operations" from the portions
of the Company's  1999 Annual Report to  Stockholders,  filed as Exhibit 13.1 to
the Form 10-KSB, is incorporated herein by reference.

Item 7. Financial Statements and Supplementary Data

     The information  appearing in the section captioned "Financial  Statements"
from the portions of the Company's 1999 Annual Report to  Stockholders  filed as
Exhibit 13.1 to this Form 10-KSB,  are  incorporated  herein by  reference.  See
"List of Financial Statements" beginning on page F-1.

Item 8.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure

         None.

                                       30
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

     The following sets forth biographical  information about each of On Stage's
directors  and  executive  officers who served  during 1999 or who are presently
serving in those capacities.

<TABLE>
Name                               Age      Position
<S>                                <C>               <C>
John W. Stuart.................     57      Chairman and Chief Executive Officer
David Hope.....................     41      Former President and Chief Operating Officer
Kiranjit S. Sidhu..............     35      Former Senior Vice President, Chief
                                            Financial Officer and Treasurer
David Hope.....................     41      Chief Accounting Officer and Treasurer
Christopher R. Grobl...........     31      General Counsel and Secretary
James L. Nederlander...........     38      Director
Mark Tratos ...................     46      Director
Mark Karlan ...................     40      Director
Mel Woods......................     47      Director
Matthew Gohd...................     43      Director
</TABLE>

John W. Stuart

     John W. Stuart has served as the Chairman and Chief Executive Officer of On
Stage since April 1996 and also was the  President of On Stage from October 1985
through  March 1996.  He founded On Stage in 1985.  He has been  involved in the
theatrical  business  since age seven and has  produced  or appeared in over 200
theater productions and several feature films. Mr. Stuart received a Bachelor of
Arts degree in 1967 from California State University at Fullerton.

David Hope

     David  Hope  served as the  President,  Chief  Operating  Officer  and as a
director of On Stage from April 1996 through  June 1999.  For ten years prior to
that time,  Mr. Hope served in various  capacities,  including  most recently as
Executive  Vice President and Chief  Operating  Officer,  for ITC  Entertainment
Group ("ITC"), a major independent producer and worldwide distributor of feature
films,  television  movies and  mini-series  and a subsidiary of Polygram  N.V.,
where, as Chief Operating Officer, he was responsible for day-to-day operations,
as well as strategic and corporate  development and acquisitions.  Prior to that
time, Mr. Hope was a production manager with Hinchcliffe  Productions,  a United
Kingdom-based  producer and distributor of documentaries and motor sport events.
Mr. Hope received a degree in Management  Science in 1981 from the  Loughborough
University in England.

Kiranjit S. Sidhu

     Kiranjit S. Sidhu was On Stage's  Senior Vice  President,  Chief  Financial
Officer and Treasurer from August 1995 to April 1999. Prior to joining On Stage,
Mr. Sidhu served as Chief  Financial  Officer and Corporate  Secretary for Aspen
Technologies,  a computer peripheral manufacturer,  from July 1994 to July 1995.
From January 1993 to June 1994, Mr. Sidhu served as President and a director for
Aspen Peripherals,  a computer peripheral  reseller.  From February 1992 to June
1993,  Mr. Sidhu served as a financial  consultant  to ITC. From January 1992 to
July 1993, Mr. Sidhu served as Vice President of Finance and a director for Nuvo
Holdings of  America,  a computer  peripheral  manufacturer.  Mr.  Sidhu holds a
Masters of Business  Administration  from the Wharton  School of Business  and a
Bachelor of Arts in Computer Science from Brown University.

Pedro Perez

     Mr.  Perez has been the Chief  Accounting  Officer of On Stage  since April
1999 and is a Certified  Public  Accountant.  Mr.  Perez joined On Stage in July
1996.  Before  joining On Stage,  Mr. Perez served as  Corporate  Controller  of
Mednet,  Inc., a publicly traded company from 1993 through 1996. Mr. Perez holds
a Bachelor of Arts degree from the University of Puerto Rico.



                                       31
<PAGE>

Christopher R. Grobl

     Christopher R. Grobl has been the General Counsel and Secretary of On Stage
since  November  1994.  Mr.  Grobl  received a Bachelor of Arts in 1990 from the
University  of Illinois  and a Juris  Doctor in 1994 from the John  Marshall Law
School in Chicago, Illinois.

James L. Nederlander

     James L.  Nederlander  was a director  of On Stage  August  1996 to July of
1999.  He has also been the Chairman of the  Nederlander  Production  Company of
America, a producer of live entertainment  shows, since August 1996 and prior to
such  time,  commencing  in  1980,  he was  Executive  Vice  President  of  that
organization.

Mark Tratos

     Mark Tratos has been a director of On Stage  since March 1997.  Mr.  Tratos
has been the  managing  partner  of the law firm  Quirk & Tratos  of Las  Vegas,
Nevada since 1983.  He received his Juris Doctor degree from Lewis and Clark Law
School  in 1979.  Since  1982,  Mr.  Tratos  has also  served as a member of the
adjunct  faculty of the  University  of Nevada Las Vegas,  teaching a variety of
subjects in the areas of fine and performing arts and entertainment and business
law.

Mark Karlan

     Mr.  Karlan  was a member of the board of  directors  from  March 13,  1998
through  April 16, 1999.  While  serving in this  capacity,  Mr.  Karlan was the
President,  Chief Executive Officer and a director of Imperial Credit Commercial
Mortgage Investment Corp., a publicly traded real estate investment trust, since
July 1997.

Mel Woods

     Mel Woods has been a director of On Stage since July 1998. Mr. Woods is the
President  and Chief  Operating  Officer of Fox Family  Worldwide,  Inc.,  Saban
Entertainment's parent company since 1997.  Previously,  Mr. Woods was the Chief
Financial Officer and Senior Vice President of DIC Enterprises.

Matthew Gohd

     Matthew Gohd has been a director of On Stage since September 1998. Mr. Gohd
is  currently a Senior  Managing  director at Whale  Securities  Co.,  LP.,  the
underwriter for On Stage's initial public  offering.  Mr. Gohd has over 20 years
in the  securities  field  working in various  companies in  industries  such as
retail, technology, healthcare and consumer finance.

Directors Resigning During 1999 and 2000

     Four directors  resigned during 1999 and 2000, Mark S. Karlan,  David Hope,
James Nederlander and Mark G. Tratos. Mr. Karlan resigned on April 16, 1999, Mr.
Hope resigned on July 6, 1999, Mr. Nederlander  resigned on July 9, 1999 and Mr.
Tratos  resigned  on  January  31,  2000.  Mr.  Karlan  resigned  from the board
following On Stage's  default in its loans from its Mortgage  Lender.  Mr. Hope,
Mr. Nederlander and Mr. Tratos all resigned to pursue other interests.

Section 16(a) Beneficial Ownership Reporting Compliance.

     Based solely on our review of the copies of Forms 3, 4 and 5 received by On
Stage or of written  representations from officers,  directors and other persons
required to report under  Section 16(a) of the  Securities  Exchange Act of 1934
initial or changes in  beneficial  ownership  of On  Stage's  common  stock,  we
believe that all the  reporting  persons  complied  with the  applicable  filing
requirements of Section 16(a) for 1998.



                                       32
<PAGE>

Executive Bonus Plan

     In March 1997,  On Stage  implemented  a three-year  executive  bonus plan,
which is  administered  by the  compensation  committee of the board.  Under the
executive  bonus plan,  an annual  bonus pool of up to 5% of On Stage's  audited
pre-tax earnings,  after non-recurring charges, such as original issue discount,
compensation and interest expense charges and excluding extraordinary items, may
be established for distribution at the discretion of the board of directors,  to
our executive  officers (other than Mr. Stuart,  who is not eligible for bonuses
under the  plan) in 1999 and  2000,  provided  that On Stage  achieves  at least
minimum pre-tax  earnings as calculated  under the for the respective  preceding
fiscal year as follows:

                Year                              Minimum Pre-Tax Earnings
               -------                    -----------------------------------
                1998                                $5,000,000
                1999                                $8,700,000

     The terms of the  executive  bonus  plan,  including  the  minimum  pre-tax
earnings  requirements set forth above, were determined by negotiations  between
On Stage and the underwriter of our initial public  offering,  and should not be
construed  to imply or predict any future  earnings.  No bonuses  have been paid
under the executive bonus plan.

Compensation of Directors

     Directors  currently  are  not  paid a fee  for  their  services,  but  are
reimbursed for all reasonable expenses incurred in attending board meetings.  In
addition,  each  non-employee  director  will  receive  options to  purchase  an
aggregate of 10,000 shares of common stock each year that the director serves as
a director,  partially  contingent  upon the  director's  attendance at the four
scheduled board of directors  meetings during the year of grant.  One-quarter of
the  annual  option  grant  will vest as of each of the grant  year's  scheduled
meetings. In 1999, On Stage granted Mr. Gohd, Mr. Tratos and Mr. Fred Ordower (a
board advisee) 75,000 stock options at $1.00 strike price as  consideration  for
the excessive time and energy the board spent on company issues during 1999.

                                       33
<PAGE>

Item 10.  Executive Compensation.

<TABLE>
<CAPTION>                Executive Compensation

<S>                           <C>      <C>     <C>       <C>            <C>             <C>

                                                Annual                Long Term
                                              Compensation           Compensation
                                              ------------           ------------
                                                                     Securities
                                                      Other Annual    Underlying    All Other
Name and Principal Position   Year    Salary   Bonus  Compensation   Options/SAR   Compensation
---------------------------   ----    -------  ------ -------------  ----------    ------------

John W. Stuart.............   1999   $250,000     -       35,869(1)    300,000            -
 Chairman and Chief           1998   $250,000     -       35,869(1)     75,000            -
 Executive Officer

David Hope.................   1999   $104,784     -        9,513(2)        -              -
 President and Chief          1998   $207,308     -       19,578(3)     50,000            -
 Operating Officer

Kiran Sidhu................   1999   $ 55,659     -       50,359(4)    140,000(5)         -
 Senior Vice President        1998   $157,385     -       14,993(6)     30,000            -
 Chief Finanical Officer
 and Treasurer

Gerard O' Riordan..........   1999          -     -           -            -              -
 President-On Stage Theaters  1998   $106,664     -       14,424(7)        -              -

Richard Kanfer.............   1999          -     -           -            -              -
 Vice President- Sales        1998   $109,154     -       14,791(8)     15,165            -

Gary Panter................   1999   $ 95,920     -           -            -              -
 Senior Vice President        1998   $102,370     -        13,627(9)    21,439       10,595(10)
 Operations
</TABLE>

(1)  Represents $11,971 in unused vacation time accrued but not paid and $23,898
     of car and health  allowances  accrued,  of which $14,895 was paid in 1999.
     Does not  include  $149,686  of rent  accrued for the leases to On Stage of
     which $76,028 was paid in 1999.

(2)  Represents $9,519 payments made to Mr. Hope as a consultant for On Stage in
     connection with the restructuring of his employment agreement.

(3)  Represents  $6,346 in unused vacation time accrued but not paid and $13,232
     of car and health allowances accrued, of which $9,732 was paid in 1999.

(4)  Includes $25,000 for unpaid insurance, car allowances and expenses; $17,887
     for all accrued, but unused vacation pay; and a forgiveness of a promissory
     note in the amount of $7,472, all of which were paid in connection with the
     restructuring of Mr. Sidhu's employment agreement.

(5)  Represents 140,000 incentive stock options,  which were issued to Mr. Sidhu
     in exchange for his previously  issued stock options in connection with the
     restructuring of Mr. Sidhu's employment agreement.

(6)  Represents  $5,393 in unused  vacation time accrued but not paid and $9,600
     of car and health allowances accrued, of which $6,100 was paid in 1999.

(7)  Represents $14,424 of car and health allowances paid in 1999.

(8)  Represents  $4,231 in unused vacation time accrued but not paid and $10,560
     of car and health allowances accrued, of which $7,560 was paid in 1999.

(9)  Represents  $3,238 in unused vacation time accrued but not paid and $10,389
     of car and health allowances  accrued, of which $8,639 was paid in 1999 and
     $11,050 of housing allowance payments.

(10) Represents $10,595 non-recurring relocation-related expenses.


                                       34
<PAGE>

                                 Option Grants.

         The table  below sets forth the grants of stock  options to the persons
named in the Summary Compensation Table during the year ended December 31, 1999:
<TABLE>

                                                          Option Grant in Last Fiscal Year
         <S>                   <C>              <C>              <C>            <C>           <C>          <C>
                                                                                                          Value at
                                                                                                          Assumed
                                            Percent of                                                  Annual Rates
                                           Options/SARS                                                   of Stock
                                            Granted to                                                      Price
 Name and Principal         Option         Employees in       Exercise       Expire        Potential     Application
      Position              Granted        Fiscal Year          Price          Date           5%          Value 10%
---------------------     ------------    ---------------    ------------    ---------     ---------    --------------
John W.
Stuart..................   300,000(1)           68%              $1.00          4/04         $0.00           $0.00
 Chairman and Chief
 Executive Officer

Kiran
Sidhu...................   140,000(2)           32%              $1.50          4/09         $0.00           $0.00
Senior Vice President
Chief Financial Officer
and Treasurer
___________
</TABLE>

(1)  These  warrants were granted as partial  consideration  for a $300,000 loan
     Mr. Stuart made to On Stage.

(2)  These options were issued to Mr. Sidhu in April of 1999 in exchange for Mr.
     Sidhu's   previously   issued  139,794   options  in  connection  with  the
     restructuring of his employment agreement.

Option Exercise and Fiscal Year-End Option Values

     The  following   table   summarizes   the  value  of  vested  and  unvested
in-the-money  options for the persons named in the Summary Compensation Table at
December 31, 1999.  Year-end values are based upon a price of $0.4375 per share,
which was the closing  market  price of a share of common  stock on December 31,
1999. No options were exercised by the named executive officers in 1999.

<TABLE>
                    Aggregated Option Exercise in Last Year and Year-End Option Values

                                                                                   Value of Unexercised
                                        Number of Unexercised                      In-the-Money Options
                                    Options at December 31, 1999                   at December 31, 1999
                                    ----------------------------                ---------------------------------
          <S>                           <C>               <C>                       <C>                 <C>
Name                                Exercisable      Unexercisable               Exercisable       Unexercisable
--------------------------          --------------   ---------------            -------------     ---------------
John W. Stuart...................    325,000             50,000                    $    -             $   -

David Hope.......................    361,300                -                      $    -             $   -

Kiran Sidhu......................    139,794                -                      $    -             $   -

Gerard O'Riordan.................          -                -                      $    -             $   -

Richard S. Kanfer................          -                -                      $    -             $   -

Gary Panter......................     35,000                -                      $    -             $   -
</TABLE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets forth certain  information  as of April 14, 2000
(except as otherwise noted) regarding the ownership of On Stage common stock (1)
by each person known by us to be the beneficial  owner of more than five percent
of the  outstanding  common stock,  (2) by each director,  (3) by each executive
officer named in the Summary Compensation Table and (4) by all current executive
officers and directors as a group.

                                       35
<PAGE>

<TABLE>

                                                           Number of Shares             Percentage of
Name and Address (1)                                    Beneficially Owned (2)             Class (2)
-------------------------------------                ---------------------------     --------------------
<S>                                                             <C>                           <C>

John W. Stuart (3)................................           3,961,155                        54.8%
David Hope (4)....................................             372,550                         5.2%
Kiranjit S. Sidhu (5).............................             145,625                         2.0%
James L. Nederlander (6)..........................              40,000                           *
Mark Tratos (7)...................................             112,500                         1.6%
Mel Woods (8).....................................              27,500                           *
Matt Gohd (9).....................................             123,438                         1.7%
Hanover Restaurants, Inc. (10)....................             595,238                         8.2%
Imperial Credit Industries, Inc (11)..............             575,000                         8.0%
All executive officers and directors
  as a group (9 persons/entities) (12)............           5,953,006                        82.2%
-------------------------
</TABLE>
*Less than one percent

(1)  Unless otherwise indicated,  the address for each named individual or group
     is in care of On Stage at 4625 West Nevso, Las Vegas, NV 89103.

(2)  Unless otherwise indicated, On Stage believes that all persons named in the
     table have sole voting and  investment  power with respect to all shares of
     common  stock shown as  beneficially  owned by them,  subject to  community
     property  laws  where  applicable.  In  accordance  with  the  rules of the
     Securities and Exchange Commission, a person is deemed to be the beneficial
     owner of common  stock that can be acquired by that person  within 60 days,
     upon  the  exercise  of  options  or  warrants.   Each  beneficial  owner's
     percentage  ownership is  determined  by assuming that options and warrants
     that are held by that person  (but not those held by any other  person) and
     which are  exercisable  within 60 days  have  been  exercised.  Percentages
     herein assume a base of 7,226,808 shares of common stock  outstanding as of
     April 14, 2000.

(3)  Includes:  (a)  782,400  shares  pledged  by Mr.  Stuart  as  security  for
     repayment  of a margin  loan;  (b)  40,532  shares  pledged  to On Stage as
     security for the repayment of  promissory  note;  (c) 100,000  shares which
     have been optioned to an unrelated third party;  (d) 75,000 incentive stock
     options, of which 25,000 are currently exercisable;  and (e) 300,000 shares
     of common  stock  issuable  upon the  exercise of  immediately  exercisable
     warrants.

(4)  Includes  372,550  shares of common  stock  issuable  upon the  exercise of
     options or warrants.

(5)  Includes  145,625  shares of common  stock  issuable  upon the  exercise of
     options or warrants.

(6)  Includes  40,000  shares of common  stock  issuable  upon the  exercise  of
     options.

(7)  Includes  112,500  shares of common  stock  issuable  upon the  exercise of
     options.

(8)  Includes  27,500  shares of common  stock  issuable  upon the  exercise  of
     options.

(9)  Includes  100,000  shares of common  stock  issuable  upon the  exercise of
     options.

(10) Includes  595,238  shares of common  stock  issuable  upon the  exercise of
     warrants.

                                       36
<PAGE>
(11) Includes  325,000 shares of common stock issuable upon the exercise of an a
     warrant  granted  to  Imperial  Credit   Commercial   Mortgage   Investment
     Corporation. Imperial Credit is managed by Imperial Credit Commercial Asset
     Management  Corporation,  which is a wholly  owned  subsidiary  of Imperial
     Credit  Industries,  Inc.,  which  recently  merged with  Imperial  Credit.
     Imperial Credit Industries,  Inc. also beneficially owns approximately 8.9%
     of the outstanding  common stock of Imperial Credit.  Also includes 250,000
     shares of common stock  issuable upon the exercise of a warrant  granted to
     Imperial Capital Group,  LLC.  Imperial Credit  Industries,  Inc. has a 60%
     interest  in Imperial  Capital  Group.  Imperial  Credit  Industries,  Inc.
     disclaims  the  beneficial  ownership of the shares of common stock held by
     Imperial  Capital Group.  All information  provided in this footnote 10 was
     derived from a Schedule 13G filed by Imperial Credit Industries,  Inc. with
     the Securities and Exchange Commission on April 3, 1998.

(12) Includes  856,300  and 834,375  shares of common  stock  issuable  upon the
     exercise of options and warrants, respectively.


Item 12.  Certain Relationships and Related Transactions

     See related party transactions in Note 7 to the financial statements.

Subsequent Events

     Wild Bill's California Ground Lease

     On February 18, 2000,  Spiegel  Enterprises,  the ground lessor of the Wild
Bill's Dinner Theater in Buena Park,  California,  filed a complaint  against On
Stage and its  wholly-owned  subsidiary,  Wild Bill's  California,  Inc., in the
Superior  Court  of the  State  of  California  for the  County  of Los  Angeles
alleging,  among other counts,  that Wild Bill's  breached its Ground Lease with
Speigel  Enterprises.  On March 15, 2000,  this complaint was dismissed  without
prejudice,  pursuant  to the  terms of a  settlement  agreement  reached  by and
between Wild Bill's  California,  Inc. and Speigel  Enterprises  on February 23,
2000.

     Status of  Foreclosure  Sale for King  Henry's  Feast  Theater in  Orlando,
Florida

     On January 24, 2000, On Stage reached an agreement with its Mortgage Lender
to  extend  the  foreclosure  sale date on the King  Henry's  Feast  Theater  in
Orlando, Florida from January 26, 2000 until March 8, 2000. On March 7, 2000, On
Stage reached an agreement  with its Mortgage  Lender to extend the  foreclosure
sale date on the King  Henry's  Feast  Theater from March 7, 2000 until April 5,
2000. On March 30, 2000, On Stage reached an agreement with its Mortgage  Lender
to extend the foreclosure sale date on the King Henry's Feast Theater from April
4, 2000 until May 3, 2000.

     Status of Foreclosure  Sale for Fort Liberty Shopping  Complex/Wild  Bill's
Dinner Theater Extravaganza in Kissimmee, Florida

     On January 25, 2000, On Stage reached an agreement with its Mortgage Lender
to extend the foreclosure  sale date on the Fort Liberty  Shopping  Complex/Wild
Bill's Dinner Theater  Extravaganza in Kissimmee,  Florida from January 25, 2000
until March 7, 2000. On March 7, 2000,  On Stage  reached an agreement  with its
Mortgage Lender to extend the foreclosure sale date on the Fort Liberty property
from March 7, 2000 until April 4, 2000.  On March 30, 2000,  On Stage reached an
agreement with its Mortgage  Lender to extend the  foreclosure  sale date on the
Fort Liberty property from April 4, 2000 until May 2, 2000.

     Status of Foreclosure  Sale for Legends  Family Theater in Surfside  Beach,
South Carolina

     On February 1, 2000, On Stage reached an agreement with its Mortgage Lender
to extend the  foreclosure  sale date on the Legends  Family Theater in Surfside
Beach,  South  Carolina  from  February 7, 2000 until March 6, 2000. On March 3,
2000,  On Stage  reached an  agreement  with its  Mortgage  Lender to extend the
foreclosure  sale date on the Legends  Family  Theater  from March 6, 2000 until
April 3,  2000.  On March 30,  2000,  On Stage  reached  an  agreement  with its
Mortgage  Lender to extend  the  foreclosure  sale  date on the  Legends  Family
Theater from April 3, 2000 until May, 2000.

Appeal of Judgment

     On  February  24,  2000,  oral  arguments  were  heard on the appeal of the
$14,955 judgment awarded against On Stage in the United States  Bankruptcy Court
for the  District  of Nevada.  No  decision  has been  rendered  to date on this
appeal.

                                       37
<PAGE>

Status of Execution of Nevada Judgment

     On March 30, 2000, On Stage reached an agreement  with its Mortgage  Lender
to extend the date which the  Mortgage  Lender had  previously  agreed to forego
collection efforts on the Nevada judgment,  which was set to expire on March 31,
2000, until May 1, 2000.

Status of First Security Bank Forbearance Agreement

     The  Forbearance  Agreement  with First  Security Bank expired on April 10,
2000 by its own  terms.  On April 7,  2000,  we  received  a letter  from  First
Security Bank requesting that we submit a further  settlement  plan,  along with
other  documents,  on or before May 1, 2000.  On Stage is currently  preparing a
settlement plan for First Security Bank.

     Information  with  respect  to this  Item  will be  contained  in the Proxy
Statement, which is hereby incorporated herein by reference.

Item 13.  Exhibits & Reports on Form 8-K

         (a) Exhibits

          The  following  is a list of  exhibits  filed  as part of this  annual
     report on Form 10-KSB. Where so indicated by footnote,  exhibits which were
     previously filed are incorporated by reference.  For exhibits  incorporated
     by  reference,  the  location  of the  exhibit  in the  previous  filing is
     indicated  parenthetically  except in those  situations  where the  exhibit
     number Was the same as set forth below.
<TABLE>
Exhibit
Number            Description
<S>                   <C>
3.1               Articles of Incorporation of the Registrant (1)
3.2               Bylaws of the Registrant (3)
4.1               Specimen Stock Certificate Representing the Common Stock (3)
4.2               Specimen Warrant Certificate Representing the Warrants (3)
4.3               Form of Public Warrant Agreement (3)
4.4               Form of Underwriter's Warrant Agreement (3)
10.1              Employment Agreement between the Registrant and John W. Stuart (1)
10.2              Employment Agreement between the Registrant and David Hope (1)
10.3              Employment Agreement between the Registrant and Kiranjit S. Sidhu (1)
10.4              Confidentiality and Non-Competition Agreement between the Registrant and John W. Stuart (1)
10.5              Confidentiality and Non-Competition Agreement between the Registrant and David Hope (1)
10.6              Confidentiality and Non-Competition Agreement between the Registrant and Kiranjit S Sidhu (1)
10.7              Amended and Restated 1996 Stock Option Plan (1)
10.8              Contribution  Agreement between the Registrant and John W. Stuart (1)
10.9              Security and Pledge Agreement between the Registrant and John W. Stuart Relating to Contribution
                  of LVHE shares (1)
10.10             Security and Pledge Agreement between the Registrant and John W. Stuart relating to LVHE Litigation Indemnity (1)
10.11             Indemnification Agreement between the Registrant, John W. Stuart  and Grand Strand Entertainment, Inc. (1)
10.12             Security and Pledge Agreement between the Registrant and  John W. Stuart relating to Grand Strand Entertainment,
                  Inc. Litigation Indemnity (1)
10.13             Promissory Note to John Stuart dated March 4, 1999 (5)
10.14             Entertainment Production Agreement between the Registrant, Imperial Palace, Inc. and John W. Stuart dated
                  December, 1995 (3) (Filed in redacted form pursuant to Rule 406 promulgated under the Securities Act. Filed
                  separately in unredacted form subject to a request for confidential treatment pursuant to Rule 406 under the
                  Securities Act.)

                                       38
<PAGE>

10.15             Agreement  between the Registrant and Bally's Park Place, Inc.
                  dated  September 1, 1994 and  subsequent  renewal  letters (3)
                  (Filed in redacted form pursuant to Rule 406 promulgated under
                  the  Securities  Act.  Filed  separately  in  unredacted  form
                  subject to a request for  confidential  treatment  pursuant to
                  Rule 406 under the Securities Act.)
10.16             Common Stock Purchase Agreement between Registrant and Interactive Events, Inc. (2)
10.17             (a)  Show Production Agreement between the Registrant and Kurz Management (3)
10.18             Portions of 1998 Annual Report to  Stockholders+
10.19             Promissory Note to John Stuart  dated April 5, 1999
10.20             First Security  Bank Agreement(5)
10.21             Common Stock Purchase Agreement with Whale Securities dated December 1998(5)
10.22             Common Stock Purchase Agreement between On Stage Entertainment, Inc. and Richard S. Kanfer(5)
13                Management's Discussion and Analysis of Financial Condition and Results of Operations; Report on Audited
                  Consolidated Financial Statements For the Years Ended December 31, 1997 and 1998
21                Subsidiaries of the Registrant(5)
27                Financial Data Schedule(5)
------------------
</TABLE>
+    Filed herewith.
(1)  Filed as an exhibit to the Company's Registration Statement on Form SB-2 on
     April 7, 1997 (Registration No. 333-24681).
(2)  Filed  as an  exhibit  to  Amendment  No. 1 to the  Company's  Registration
     Statement on Form SB-2 on June 3, 1997(Registration No. 333-24681)
(3)  Filed  as an  exhibit  to  Amendment  No. 3 to the  Company's  Registration
     Statement on Form SB-2 on August 6,1997  (Registration  No.  333-24681) (4)
     Reports on Form 8-K (5) Filed as an  exhibit  to On Stage's  Form of 10-KSB
     filed on April 15, 1999.

     Reports on Form 8-K were filed by the Company on May 24, 1999, July 9, 1999
and November 4, 1999,  1998.  The reports  contained  information  regarding the
default notice On Stage received from its Mortgage  Lender,  the  resignation of
David Hope, its former  President and Chief Operating  Officer and its delisting
from the Nasdaq SmallCap Exchange, respectively.



                                       39
<PAGE>


                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                      ON STAGE ENTERTAINMENT, INC.
                                      (Registrant)

Dated: April 14, 2000                 /s/  John W. Stuart
                                      ________________________________
                                      John W. Stuart, Chairman of the Board
                                      and Chief Executive Officer



Dated: April 14, 2000                 /s/ Pedro Perez
                                      ________________________________
                                      Pedro Perez, Chief Accounting Officer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
               <S>                                      <C>                                  <C>
            Signature                                  Title                                 Date

/s/ John W. Stuart                          Chairman and Chief Executive                April 14, 2000
_______________________                        Officer and Director
John W. Stuart                              (principal executive officer)

/s/ Pedro Perez
_______________________                        Chief Accounting Officer                 April 14, 2000
Pedro Perez

/s/ Matt Gohd
_______________________                              Director                           April 14, 2000
Matt Gohd


_______________________                              Director                           April 14, 2000
Mel Woods
</TABLE>

                                       40
<PAGE>