UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)1
BlowOut Entertainment, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
095224101
(CUSIP Number)
1 The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 095224101 13G
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bill LeVine
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 173,447
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH None
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 173,447
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,447
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 095224101 13G
Item 1. (a) Name of Issuer
BlowOut Entertainment, Inc.
(b) Address of Issuer's Principal Executive Offices
7700 NE Ambassador Place, One Airport Center, 2ndFloor,
Portland, Oregon 97220
Item 2. (a) Name of Person Filing
Bill LeVine
(b) Address of Principal Business Office or, if none,
Residence
10850 Wilshire Boulevard, Suite 800, Los Angeles,
California 90024
(c) Citizenship
United States
(d) Title of Class of Securities
Common Stock, par value $.01 per share
(e) CUSIP Number
095224 10 1
Item 3. If this statement is filed pursuant to Rule
13d-l(b), or 13d-2(b), check whether the person
filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the act
(d) [ ] Investment Company registered under section 8
of the Investment Company Act
(e) [ ] Investment Adviser registered under section 203
of the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 240.13d-l(b)(l)(ii)(F)
(g) [ ] Parent Holding Company' in accordance with
240.13d-l(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with
240.13d-l(b)(l)(ii)(H)
Item 4. Ownership.
If the percent of the class owned, as of December 31 of
the year covered by the statement, or as of the last day of any
month described in Rule 13d-l(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned
173,447 shares
CUSIP No. 095224101 13G
(b) Percent of Class
7.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
173,447
(ii) shared power to vote or to direct the vote
None
(iii) sole power to dispose or to direct the
disposition of
173,447
(iv) shared power to dispose or direct the
disposition of
None
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Sept 11, 1997
/s/ Bill LeVine
Bill LeVine
