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).
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
<TABLE>
<CAPTION>
NUMBER OF 5 SOLE VOTING POWER
SHARES 212,647
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
<S> <C> <C>
6 SHARED VOTING POWER
None
7 SOLE DISPOSITIVE POWER
212,647
8 SHARED DISPOSITIVE POWER
None
</TABLE>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,647
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
ITEM 1. (A) NAME OF ISSUER
BlowOut Entertainment, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
7700 NE Ambassador Place, One Airport Center, 2nd Floor,
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 <section>240.13d-l(b)(l)(ii)(F)
(g) [ ]Parent Holding Company' in accordance with
<section>240.13d-l(b)(ii)(G) (Note: See Item 7)
(h) [ ]Group, in accordance with <section>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
212,647 shares
(B) PERCENT OF CLASS
8.7%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
212,647
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
None
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
212,647
(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.
February 17, 1998
/S/ Bill LeVine
Bill LeVine
