X0202 3 2006-01-11 0 0001023844 OLYMPIC CASCADE FINANCIAL CORP OLYD.OB 0001164263 ST CLOUD CAPITAL PARTNERS LP 10866 WILSHIRE BLVD. SUITE 1450 LOS ANGELES CA 90024 0 0 1 0 0001272086 SCGP LLC C/O ST CLOUD CAPITAL LLC 10866 WILSHIRE BLVD LOS ANGELES CA 90024 0 0 1 0 0001272085 ST CLOUD CAPITAL LLC C/O ST CLOUD CAPITAL LLC 10866 WILSHIRE BLVD LOS ANGELES CA 90024 0 0 1 0 0000925236 GELLER MARSHALL S C/O ST. CLOUD CAPITAL PARTNERS, L.P. 10866 WILSHIRE BLVD., SUITE 1450 LOS ANGELES CA 90024 0 0 1 0 Series B Convertible Preferred Stock 0.75 2006-01-11 Common Stock 1133333 I See Footnote Warrants (right to buy) 1 2006-01-11 2011-01-11 Common Stock 255000 I See Footnote 11% Convertible Promissory Note 1 2006-01-11 2011-01-11 Common Stock 850000 I See Footnote The Series B Convertible Preferred Stock has no expiration date. These securities are beneficially owned directly by St. Cloud Captial Partners, L.P. ("St. Cloud Partners"). In addition, these securities may be deemed to be beneficially owned indirectly by (i) SCGP, LLC, as the general partner of St. Cloud Partners, (ii) St. Cloud Capital, LLC, as provider of management services to St. Cloud Partners and investment advice to SCGP, LLC and (iii) Marshall S. Geller, as senior managing member of SCGP, LLC. This report shall not be deemed an admission by any of the entities or individuals listed in (i)-(iii) of the previous sentence that they are the beneficial owners of the securities for purposes of Section 16 or for any other purpose. Michael A. Schwartz, Esq., as attorney-in-fact (for St. Cloud Capital Partners, L.P.) 2006-01-23 Michael A. Schwartz, Esq., as attorney-in-fact (for SCGP, LLC) 2006-01-23 Michael A. Schwartz, Esq., as attorney-in-fact (for St. Cloud Capital, LLC) 2006-01-23 Michael A. Schwartz, Esq., as attorney-in-fact (for Marshall S. Geller) 2006-01-23