On Stage Entertainment, Inc.
Ticker:ONST 4625 West Nevso Drive
Exchange:NASDAQ-Small Cap Market Las Vegas, NV 89103
Industry:Service (SIC Code 7929) (702) 253-1333

Offering Information
Type of Shares:Common Shares Filing Date:4/7/97
U.S. Shares:1,400,000 Offer Date:8/13/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,400,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $7,000,000 Selling:$0.20
Expenses:$760,000 Reallowance:$0.10
Shares Out After:6,588,980

Primary Underwriting Group
ManagerTierPhone
Whale Securities CompanyLead Manager (212) 484-2057

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Morgan, Lewis & Bockius
Bank's Law Firm: Tenzer, Greenblatt, Fallon & Kaplan
Auditor: BDO Seidman
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$13.81Assets:$3.95
Net Income:-$0.02Curr Assets:
EPS:$0.00Liabilities:$4.18
Prior EPS:-$0.10Curr Liabilities:
Cash Flow/Oper:$2.01Equity:-$0.22
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company develops and produces live theatrical productions for domestic and international audiences. The company markets its productions, directly and through ticket wholesalers, to audiences at theaters in resort and urban tourist locations. The company also markets its productions to commercial clients, which include casinos, corporations, fairs and expositions, them and amusement parks, and cruise lines. The company's flagship Legends in Concert(R) production is a live tribute show featuring recreations of past and present music and motion picture superstars through the use of impersonators and is the longest running independently produced production in Las Vegas. The company currently has resident Legends productions at the Imperial Palace Hotel and Casino in Las Vegas, Nevada; Bally's Park Place Hotel and Casino in Atlantic City, New Jersey; and the Surfside Theater in Myrtle Beach South Carolina; and on two Premier Cruise Lines ships which sail out of Cape Canaveral, Florida. In addition, the company will have a resident Legends production at the Coliseum Theater in Daytona Beach, Florida, beginning in the Summer of 1997.

Use of Proceeds
The proceeds from the proposed offering will be used for new show openings; the repayment of indebtedness; the hiring of additional administrative and sales personnel; and the balance for working capital and general corporate purposes.

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