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

[ ] 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

______________________
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1. Name and Address of Reporting Person * Hellman, Jr. Robert B.

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

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

1. Name and Address of Reporting Person * Weil John D.

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

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

(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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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

Series A Convertible Preferred Stock

$0.50

02/25/00

P31

1,188,000

03/13/01

None

Common Stock, par value $0.01 per share

1,188,000

$4.75

1,188,000

Explanation of Responses: 1 Mr. Hellman became a director of the Issuer on March 15, 2001. The Initial Statement of Beneficial Ownership of Securities on Form 3 should have been filed within 10 days of that date. 2 Mr. Hellman is a managing director or officer of (1) Delta Fund LLC ("Delta"), which directly holds 17,012 shares of the Issuer's securities and (2) MDC Management Co. IV LLC which is the sole general partner of (A) McCown De Leeuw and Company IV Associates LP ("MDC Associates"), which directly holds 17,541 shares of the Issuer's securities and (B) McCown De Leeuw and Company IV LP ("MDC LP"), which directly holds 1,153,447 shares of the Issuers securities. Mr. Hellman may be deemed to have indirect beneficial ownership of the Issuer's securities held by Delta, MDC Associates and MDC LP. However, Mr. Hellman, acting alone, does not have voting or investment power with respect to the Issuer's securities directly beneficially owned by Delta, MDC Associates and MDC LP, and disclaims beneficial ownership of those securities, except to the extent of Mr. Hellman's pecuniary interest in Delta, MDC Associates and MDC LP.
Explanation of Responses: 1 Mr. Weil became a director of the Issuer on September 14, 2001. The Initial Statement of Beneficial Ownership of Securities on Form 3 should have been filed within 10 days of that date.
		/s/ Robert B. Hellman, Jr. ____________________________________	February 23, 2002 ______________________
		/s/ John D. Weil ____________________________________	March 14, 2002 ______________________
		Robert B. Hellman, Jr.	Date
		John D. Weil	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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