UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B)(C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
AMENDMENT NO. 1
BLOWOUT ENTERTAINMENT, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
095224101
(CUSIP Number)
DECEMBER 13, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-(c)
[x] Rule 13d-1(d)
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bill LeVine
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) Not Applicable
(b) Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
<TABLE>
<CAPTION>
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY Not Applicable
OWNED BY
EACH
REPORTING
PERSON
WITH
<S> <C> <C>
6 SHARED VOTING POWER
Not Applicable
7 SOLE DISPOSITIVE POWER
Not Applicable
8 SHARED DISPOSITIVE POWER
Not Applicable
</TABLE>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Not Applicable
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Not Applicable
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. STATEMENT FILED PURSUANT TO RULE 13D-L(B), OR 13D-2(B) OR (C).
Not Applicable
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED:
Not Applicable
(B) PERCENT OF CLASS:
Not Applicable
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
Not Applicable
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
Not Applicable
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
Not Applicable
(IV) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION OF
Not Applicable
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Mr. LeVine has ceased to be the beneficial owner of more than 5%
of the outstanding Common Stock of this issuer.
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 15, 1999
Bill LeVine
/S/ Bill LeVine
