FORM 5

[ ] Check box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b). [X] Form 3 Holdings Reported [ X] Form 4 transactions Reported UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 ______________________ OMB APPROVAL OMB Number:3235-0362 Expires: PENDING Estimated average burden hours per response......1.0

1. Name and Address of Reporting Person * Freman Margaret Ann

2. Issuer Name and Ticker or trading Symbol On Stage Entertainment, Inc. ONST

6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President and Chief Financial Officer

1. Name and Address of Reporting Person * Parrott Timothy J.

2. Issuer Name and Ticker or trading Symbol On Stage Entertainment, Inc. ONST

6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

(Last) (First) (Middle) c/o On Stage Entertainment, Inc. 4625 West Nevso Drive

3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

4. Statement For Month/Year December 2001

(Street) Las Vegas Nevada 89103

5. If Amendment, Date of Original (Month/Year)

7. Individual or Joint/Group Reporting (check applicable line) X Form Filed By One Reporting Person ____Form Filed By More than One Reporting Person

(City) (State) (Zip)

Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. transaction Date (Month/Day/Year)

3. transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned at the Issuer's Fiscal Year (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Amount

(A) or (D)

Price

Common Stock, par value $0.01 per share

10/12/00

P31

2,630,000

$0.38

Common Stock, par value $0.01 per share

10/30/00

P42

10,000

$0.75

2,640,000

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
¹ Mr. Parrott became an officer of the Issuer on October 12, 2000. The Initial Statement of Beneficial Ownership of Securities on Form 3 should have been filed within 10 days of that date.
² Mr. Parrott purchased the shares on October 30, 2000. The Statement of Changes in Beneficial Ownership of Securities on Form 4 should have been filed within 10 days of the end of October 2000.

Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g.,puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2.Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/ Day/ Year)

4.transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Deriva- tive Security (Instr.5)

9. Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4)

10.Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11.Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Purchase Common Stock, par value $0.01 per share

$0.58

05/21/01

A31

150,000

05/21/11

Common Stock, par value $0.01 per share

150,000

Options to acquire Common Stock, par value $0.01 per share

$0.50

10/12/00

A31

750,000

10/12/05

Common Stock, par value $0.01 per share

750,000

Explanation of Responses: 1 Ms. Freman became an officer on May 21, 2001. The Initial Statement of Beneficial Ownership of Securities on Form 3 should have been filed within 10 days of that date. 2 The option vests in three equal annual installments beginning May 21, 2002.
Explanation of Responses: 1 Mr. Parrott became an officer of the Issuer on October 12, 2000. The Initial Statement of Beneficial Ownership of Securities on Form 3 should have been filed within 10 days of that date. 2 The option vests in three equal annual installments beginning on January 1, 2001.
		/s/ Margaret Ann Freman ____________________________________	February 13, 2002 ______________________
		/s/ Timothy J. Parrott ____________________________________	February 12, 2002 ______________________
		Margaret Ann Freman	Date
		Timothy J. Parrott	Date
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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