<PAGE>   1
                                    FORM 10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended September 27, 1997

                                       OR

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the transition period from ______ to ______

                         Commission file number 1-12740


                             NEW WEST EYEWORKS, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                  34-1589514
      (State of incorporation)              (I.R.S. Employer Identification No.)

2104 West Southern Avenue, Tempe, Arizona                 85282
(Address of principal executive offices)                (Zip Code)

                                 (602) 438-1330
              (Registrant's telephone number, including area code)


            Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No___

            Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Common Stock, $0.01 par value:  4,868,436 (as of October 31, 1997)
<PAGE>   2
                             NEW WEST EYEWORKS, INC.

INDEX                                                                       Page
--------------------------------------------------------------------------------

PART I--FINANCIAL INFORMATION..............................................    3

Item 1.  Financial Statements..............................................    3

Item 2.  Management's Discussion and Analysis of Financial Condition
                and Results of Operations..................................    8

PART II--OTHER INFORMATION.................................................   14

Item 1.  Legal Proceedings.................................................   14


                                        2
<PAGE>   3
                             NEW WEST EYEWORKS, INC.


                          PART I--FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
                                                                      SEPTEMBER 27,    DECEMBER 28,
                                                                          1997             1996
                                                                      ------------     ------------
                                                                      (UNAUDITED)
<S>                                                                   <C>              <C>         
                                     ASSETS
Current Assets:
    Cash and cash equivalents                                         $  1,556,000     $    256,000
    Accounts receivable, net                                             1,822,000        1,304,000
    Inventory                                                            3,876,000        3,190,000
    Other current assets                                                    96,000          309,000
                                                                      ------------     ------------

           Total current assets                                          7,350,000        5,059,000

Property and equipment, net                                              8,560,000        7,518,000
Goodwill                                                                   438,000          506,000
Other assets                                                                15,000           44,000
                                                                      ------------     ------------

           Total assets                                               $ 16,363,000     $ 13,127,000
                                                                      ============     ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable                                                  $  3,934,000     $  5,392,000
    Accrued expenses                                                     2,357,000        1,868,000
    Line of credit                                                                        1,968,000
    Deferred warranty revenues                                             273,000          279,000
    Notes payable and capital lease obligations, current portion           372,000          320,000
    Notes payable to related party                                                          358,000
                                                                      ------------     ------------

           Total current liabilities                                     6,936,000       10,185,000

Notes payable and capital lease obligations                                348,000          516,000
                                                                      ------------     ------------

           Total liabilities                                             7,284,000       10,701,000
                                                                      ------------     ------------


Stockholders' Equity:
    Series A 6% Cumulative Convertible Preferred Stock, $1,000
        par value, 3,960 shares authorized, issued and outstanding       3,960,000        3,960,000
    Series B 6% Cumulative Convertible Preferred Stock, $1,000
        par value, 1,500 shares authorized, issued and outstanding       1,500,000        1,500,000
    Common stock, $0.01 par value, 25,000,000 shares authorized,
        4,868,436 and 3,763,036 shares issued and outstanding at
        September 27, 1997 and December 28, 1996, respectively              49,000           38,000
    Paid-in capital                                                     15,630,000       10,100,000
    Accumulated deficit                                                (12,060,000)     (13,172,000)
                                                                      ------------     ------------

           Total stockholders' equity                                    9,079,000        2,426,000
                                                                      ------------     ------------

           Total liabilities and stockholders' equity                 $ 16,363,000     $ 13,127,000
                                                                      ============     ============
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                        3
<PAGE>   4
                             NEW WEST EYEWORKS, INC.


                      CONSOLIDATED STATEMENT OF OPERATIONS




<TABLE>
<CAPTION>
                                                    Three Months Ended             Nine Months Ended
                                                --------------------------    --------------------------
                                                       (Unaudited)                    (Unaudited)

                                               September 27,  September 28,  September 27,  September 28,
                                                   1997           1996           1997           1996
                                                -----------    -----------    -----------    -----------
<S>                                             <C>            <C>            <C>            <C>        
Net Sales                                       $12,594,000    $11,674,000    $37,855,000    $34,043,000
Cost of sales                                     6,288,000      5,618,000     18,533,000     16,847,000
                                                -----------    -----------    -----------    -----------
    Gross profit                                  6,306,000      6,056,000     19,322,000     17,196,000
Selling, general and administrative expenses      5,884,000      5,640,000     17,902,000     15,977,000
                                                -----------    -----------    -----------    -----------
Operating income                                    422,000        416,000      1,420,000      1,219,000

Interest income                                      22,000                        64,000
Interest expense                                     17,000         63,000        102,000        145,000
                                                -----------    -----------    -----------    -----------
Income before income taxes                          427,000        353,000      1,382,000      1,074,000
Income tax expense                                                  46,000         27,000        172,000
                                                -----------    -----------    -----------    -----------
Net Income                                          427,000        307,000      1,355,000        902,000
Preferred stock dividends                            81,000         81,000        243,000        243,000
                                                -----------    -----------    -----------    -----------
Net income applicable to holders of
common stock                                    $   346,000    $   226,000    $ 1,112,000    $   659,000
                                                ===========    ===========    ===========    ===========
Net income per common and common
equivalent share                                $      0.07    $      0.06    $      0.24    $      0.18
                                                ===========    ===========    ===========    ===========
Weighted average number of common and
common equivalent shares outstanding              4,967,000      3,763,000      4,718,000      3,763,000
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                        4
<PAGE>   5
                             NEW WEST EYEWORKS, INC.


                      CONSOLIDATED STATEMENT OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                      ---------------------------
                                                                             (Unaudited)

                                                                     September 27,   September 28,
                                                                         1997            1996
                                                                      -----------     -----------
<S>                                                                   <C>             <C>        
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
    Net income                                                        $ 1,355,000     $   902,000
    Adjustments to reconcile net income to net cash from (used in)
    operating activities:
       Depreciation and amortization                                    1,129,000         910,000
       Loss on disposal of fixed assets                                     3,000
    Changes in assets and liabilities:
       Accounts receivable                                               (518,000)       (325,000)
       Inventory                                                         (686,000)       (356,000)
       Other current assets                                               213,000        (111,000)
       Accounts payable                                                (1,458,000)       (505,000)
       Accrued expenses                                                   489,000        (819,000)
       Deferred warranty revenues                                          (6,000)        (38,000)
       Other assets                                                        29,000         (30,000)
                                                                      -----------     -----------
       Net cash from (used in) operating activities                       550,000        (372,000)
                                                                      -----------     -----------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
    Purchase of property and equipment                                 (1,970,000)     (1,300,000)
                                                                      -----------     -----------
       Net cash used in investing activities                           (1,970,000)     (1,300,000)
                                                                      -----------     -----------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
    Proceeds from revolving line of credit                              5,126,000       1,915,000
    Payment on revolving line of credit                                (7,094,000)
    Proceeds from bridge loans                                                            700,000
    Payment of bridge loans                                              (358,000)       (700,000)
    Payment on capital leases                                            (252,000)       (195,000)
    Payment of preferred stock dividends                                 (243,000)       (163,000)
    Net proceeds from common stock offering                             5,541,000
                                                                      -----------     -----------
       Net cash from financing activities                               2,720,000       1,557,000
                                                                      -----------     -----------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                           1,300,000        (115,000)

CASH AND CASH EQUIVALENTS, beginning of period                            256,000         241,000
                                                                      -----------     -----------
CASH AND CASH EQUIVALENTS, end of period                              $ 1,556,000     $   126,000
                                                                      ===========     ===========
</TABLE>

   The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                        5
<PAGE>   6
                             NEW WEST EYEWORKS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION

1.       The unaudited consolidated financial information presented herein has
         been prepared in accordance with the instructions to Form 10-Q and
         Regulation S-X and does not include all of the information and note
         disclosures required by generally accepted accounting principles.
         Therefore, this information should be read in conjunction with the
         consolidated financial statements and notes thereto included in the
         Form 10-K of New West Eyeworks, Inc. (the "Company") for the year ended
         December 28, 1996. This information reflects all adjustments that are,
         in the opinion of management, necessary for a fair statement of the
         results for the interim periods reported. These adjustments are of a
         normal and recurring nature.

2.       The results of operations for the periods ended September 27, 1997 are
         not necessarily indicative of the results to be expected for the full
         year.

3.       Income per common and common equivalent share is computed using the
         weighted average number of common and common equivalent shares
         outstanding during the period. Common equivalent shares consist of
         warrants and options using the treasury stock method. Common equivalent
         shares are excluded from the computation if their effect is
         anti-dilutive.

         Statement of Financial Accounting Standards No. 128, "Earnings per
         Share" ("SFAS No. 128") issued in February 1997 and effective for
         financial statements ending after December 15, 1997, establishes new
         standards for computing and presenting earnings per share. The effect
         of the implementation of SFAS No. 128 would be immaterial on a proforma
         basis.

4.       In early 1997, the Company completed a follow-on public offering of
         1,505,400 shares of its common stock, $0.01 par value per share,
         including shares sold upon the exercise of the underwriters'
         over-allotment option, for $6.00 per share (the "Offering"). Net
         proceeds to the Company from the Offering were approximately $5.5
         million. The Company sold 1,105,400 shares, and the remaining 400,000
         shares were sold by selling stockholders. The Company did not receive
         any proceeds from the sale of shares by the selling stockholders.

5.       In connection with the initial public offering in December 1993, the
         Company sold warrants to its primary underwriter and two individuals at
         a nominal price (the "1993 Warrants"). The 1993 Warrants, which are
         exercisable for a four-year period commencing December 23, 1994,
         entitle the holders to purchase a total of 106,563 shares of the
         Company's common stock at an exercise price of 125% of the initial
         public offering price of $7.00 per share ($8.75 per share). In
         conjunction with the Offering, the Company reduced the exercise price
         of the 1993 Warrants from $8.75 to $8.00 per share.

         In connection with the Offering, the Company granted to its primary
         underwriter and certain individuals warrants (the "1997 Warrants") to
         purchase a number of shares of common stock equal to the number of
         shares of common stock that remain issuable and unexercised under the
         1993 Warrants upon their termination. The 1997 Warrants are exercisable
         beginning on December 23, 1998, the termination date of the 1993
         Warrants,


                                        6
<PAGE>   7
         for a period of three years terminating on December 23, 2001. The
         initial exercise price for the 1997 Warrants will equal the exercise
         price under the 1993 Warrants upon their termination, which price is
         currently $8.00.

6.       The Company had a $2.0 million bank revolving line of credit which
         expired on May 31, 1997. The Company repaid the line of credit
         borrowings with a portion of the proceeds of the Offering. The Company
         entered into a new $3.0 million revolving line of credit agreement and
         a $2.0 million term loan agreement with a major national bank in August
         1997. The revolving line of credit matures on August 1, 1999, and is
         secured by the Company's inventory, accounts receivable, and general
         intangibles. The revolving line of credit bears interest at a rate of
         prime plus one-eighth percent on any principal outstanding; interest is
         payable on a monthly basis. The Company may request advances on the
         term loan until August 1, 1998, at which time the balance will be
         amortized over a 48 month period. The term loan is secured by the
         Company's fixed assets, and bears interest at a rate of prime plus
         one-half percent on any principal outstanding. There is currently no
         outstanding balance on the new line of credit or term loan.

         In December 1996, to fund the Company's store expansion plans, the
         Company entered into a bridge loan for $350,000 with The Second
         National Bank of Warren (Ohio). The loan was guaranteed by Ronald E.
         Weinberg, the Company's Chairman, and Barry J. Feld, President and
         Chief Executive Officer of the Company, agreed to share in the
         obligations of the guarantors. The Company repaid the loan in full with
         a portion of the proceeds of the Offering.


                                        7
<PAGE>   8
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

            Unless otherwise stated, references in this report to the third
quarter and first nine months of 1997 and 1996 relate to the periods ended
September 27, 1997 and September 28, 1996.

OVERVIEW

            The Company's everyday value-pricing strategy features its
"signature" $59 price point for a wide selection of quality, brand name
eyeglasses (including frame and lenses) offered at attractive, convenient
locations with professional service. The Company focuses on opening new stores,
primarily in malls and strip shopping centers, entering new geographic markets,
improving its operating efficiency, expanding its managed optical care business
and establishing the informational and operational infrastructure necessary for
further expansion.

            The Company believes that the success of its value-pricing strategy
is demonstrated by (1) its 23 consecutive quarters of positive comparable store
sales growth, including a 4.9% increase in the third quarter of 1997 compared to
the third quarter of 1996, and (2) an increasing number of repeat customers and
referral business. The Company ended the third quarter of 1997 with 155 stores
in 12 western and midwestern states.

            In the first nine months of 1997, the Company opened five stores in
malls, five in strip shopping center locations, and one in a Fred Meyer, Inc.
host store. Four of the opened stores are in Washington, two are in Alaska, two
are in Colorado, two are in Iowa, and one is in New Mexico. The Company also
closed two mall stores, one in Alaska and one in Washington. Opening new stores
in markets already served by the Company may adversely impact existing store
profitability and reduce comparable store sales, although the Company believes
that such new stores will increase its total sales and profitability in such
markets.

            The Company's managed optical care business, Vista Eyecare Network,
LLC, previously known as Alexis Vision Plan ("Vista Eyecare Network"), is an
increasingly important component of its overall business. In the first nine
months of 1997, sales generated by the Vista Eyecare Network were $10.8 million
(or approximately 28.6% of net sales), a 24.4% increase over 1996. Vista Eyecare
Network sales have a negative impact on the Company's gross profit margin
because they are generally at a small discount from the Company's everyday value
prices, and the Company expects this negative impact to continue. There is no
assurance that sales generated under the Vista Eyecare Network will continue to
increase at all or at the rate of increase between 1996 and 1997.

            In 1996, the Company reported its first full year of operating
income since implementing its value-pricing strategy. The Company believes that
as incremental sales occur, from both existing stores and new stores, the
operating leverage provided by its optical laboratory fixed cost structure will
enhance operating margins. However, because it is the Company's accounting
policy to expense pre-opening costs as they are incurred, the Company expects
that, in the short-term, its operating margins may be adversely affected by
increased operating costs associated with new store openings.


                                        8
<PAGE>   9
RESULTS OF OPERATIONS

THIRD QUARTER 1997 COMPARED TO THIRD QUARTER 1996

            Net sales increased $920,000 or 7.9% to $12.6 million during the
third quarter of 1997 from $11.7 million during the third quarter of 1996. The
net sales increase in the third quarter of 1997 was primarily attributable to an
increase of 4.9% in comparable store sales. The comparable store sales increase
was primarily due to increases in units sold and sales generated under Vista
Eyecare Network, the Company's managed optical care business.

            Gross profit increased $250,000 to $6.3 million during the third
quarter of 1997, a 4.1% increase over gross profit of $6.1 million during the
third quarter of 1996. The gross profit margin decreased to 50.1% in the third
quarter of 1997 from 51.9% in the third quarter of 1996. This decrease was
primarily due to the mix of products sold, coupled with increased sales under
Vista Eyecare Network, which sales, consistent with the Company's practice, are
generally at a small discount from the Company's everyday value prices.

            Selling, general and administrative expenses increased to $5.9
million during the third quarter of 1997 compared to $5.6 million during the
third quarter of 1996. As a percentage of sales, these expenses decreased to
46.7% during the third quarter of 1997, from 48.3% during the third quarter of
1996. This decrease was primarily due to efficiencies in the Company's fixed
cost structure as sales volumes increase, partially offset by increased
advertising costs in the Company's newest market, Iowa, as well as expanded
advertising coverage in the Company's other markets.

            Interest income increased to $22,000 in 1997 from no interest income
in 1996 due to the increased cash balances from the proceeds of the Offering.

            Interest expense decreased by $46,000 to $17,000 in the third
quarter of 1997 from $63,000 in the third quarter of 1996, as a result of the
repayment of the Company's old revolving line of credit with the proceeds of the
Offering.

            Income tax expense decreased by $46,000 to no tax expense in the
third quarter of 1997. The Company's effective tax rate was zero in the third
quarter of 1997 compared to 13.0% in the third quarter of 1996. The effective
tax rates are less than the expected federal rate of 34% because of the
Company's utilization of a portion of its net operating loss carryforwards.

            As a result of the foregoing, net income increased by $120,000 or
39.1% to $427,000 in the third quarter of 1997 over net income of $307,000 in
the third quarter of 1996.

            Dividends were accrued on the Company's convertible 6% cumulative
preferred stock, Series A, par value $1,000 per share, and the Company's
convertible 6% cumulative preferred stock, Series B, par value $1,000 per share,
in the aggregate amount of $81,000 in the third quarter of 1997 and the third
quarter of 1996.


                                        9
<PAGE>   10
FIRST NINE MONTHS OF 1997 COMPARED TO FIRST NINE MONTHS OF 1996

            Net sales increased $3.8 million or 11.2% to $37.9 million during
the first nine months of 1997 from $34.0 million during the first nine months of
1996. The net sales increase in the first nine months of 1997 was primarily
attributable to an increase of 8.2% in comparable store sales. The comparable
store sales increase was primarily due to increases in units sold and sales
generated under Vista Eyecare Network.

            Gross profit increased $2.1 million to $19.3 million during the
first nine months of 1997, a 12.4% increase over gross profit of $17.2 million
during the first nine months of 1996. The gross profit margin increased to 51.0%
in the first nine months of 1997 from 50.5% in the first nine months of 1996.
This increase was primarily due to increased sales in the first nine months of
1997 resulting from price increases on multiple pair purchases which were
implemented in the third quarter of 1996. The gross profit margin increase was
partially offset by increased sales under Vista Eyecare Network.

            Selling, general and administrative expenses increased to $17.9
million during the first nine months of 1997 compared to $16.0 million during
the first nine months of 1996. As a percentage of sales, these expenses
increased to 47.3% during the first nine months of 1997, from 46.9% during the
first nine months of 1996. This increase was primarily due to increased
advertising costs in the Company's newest market, Iowa, as well as expanded
advertising coverage in the Company's other markets.

            Interest income increased to $64,000 in 1997 from no interest income
in 1996 due to the increased cash balances from the proceeds of the Offering.

            Interest expense decreased to $102,000 in the first nine months of
1997 from $145,000 in the first nine months of 1996 primarily as a result of the
repayment of the Company's old revolving line of credit with the proceeds of the
Offering, and to a lesser extent interest on two bridge loans initiated in early
1996 that were paid in full in June 1996.

            Income tax expense decreased by $145,000 to $27,000 in the first
nine months of 1997 from $172,000 in the first nine months of 1996. The
Company's effective tax rate was 2.0% in the first nine months of 1997 compared
with 16.0% in the first nine months of 1996. The effective tax rates are less
than the expected federal rate of 34% because of the Company's utilization of a
portion of its net operating loss carryforwards.

            As a result of the foregoing, net income increased by $453,000 or
50.2% to $1,355,000 in the first nine months of 1997 over net income of $902,000
in the first nine months of 1996.

            Dividends were accrued on the Company's convertible 6% cumulative
preferred stock, Series A, par value $1,000 per share, and the Company's
convertible 6% cumulative preferred stock, Series B, par value $1,000 per share,
in the aggregate amount of $243,000 in the first nine months of 1997 and in the
first nine months of 1996.


                                       10
<PAGE>   11
LIQUIDITY AND CAPITAL RESOURCES

            The Company requires liquidity and working capital primarily for
operations and the opening of new stores, and, to a lesser extent, management
information systems and optical laboratory equipment to support store growth and
improve operating efficiencies. The Company's primary sources of funds are cash
flow from operations, vendor trade credit, lease financing of equipment,
shareholder loans, and bank loans.

            In early 1997, the Company completed a follow-on public offering of
1,505,400 shares of its common stock, $0.01 par value per share, including
shares sold upon the exercise of the underwriters' over-allotment option, for
$6.00 per share. Net proceeds to the Company from the Offering were
approximately $5.5 million. The Company sold 1,105,400 shares, and the remaining
400,000 shares were sold by selling stockholders. The Company did not receive
any proceeds from the sale of shares by the selling stockholders.

            The Company's $2.0 million bank revolving line of credit expired on
May 31, 1997. No funds had been borrowed on the line of credit since the
Offering. The Company entered into a new $3.0 million revolving line of credit
agreement and a $2.0 million term loan agreement with a major national bank in
August 1997. The revolving line of credit matures on August 1, 1999, and is
secured by the Company's inventory, accounts receivable, and general
intangibles. The revolving line of credit bears interest at a rate of prime plus
one-eighth percent on any principal outstanding; interest is payable on a
monthly basis. The Company may request advances on the term loan until August 1,
1998, at which time the balance will be amortized over a 48 month period. The
term loan is secured by the Company's fixed assets, and bears interest at a rate
of prime plus one-half percent on any principal outstanding. There is currently
no outstanding balance on the new line of credit or term loan.

            Short-term trade credit represents a significant source of financing
for inventory. Trade credit arises from the willingness of the Company's vendors
to grant payment terms for inventory purchases. Inventory levels increased
$686,000 from December 28, 1996 to September 27, 1997, as a result of
seasonality, and to a lesser extent the opening of a net of nine new stores in
the first nine months of 1997. Although the Company has negotiated what it
believes to be favorable payment terms from its primary vendors, there is no
assurance that the Company will obtain such terms in the future.

            The Company leases all of its retail space and the optical
laboratory and distribution facility near Portland, Oregon. The Company owns its
executive offices and optical laboratory and distribution facility in Tempe,
Arizona.

            Net cash from operating activities was $550,000 in the first nine
months of 1997 compared to net cash used in operating activities of $372,000 in
the first nine months of 1996. The increase was primarily attributable to a
$489,000 increase in accrued expenses in the first nine months of 1997 compared
to an $819,000 decrease in accrued expenses during the same period in 1996,
coupled with net income of $1,355,000 in the first nine months of 1997 compared
to net income of $902,000 in the first nine months of 1996. These changes were
partially offset by a decrease of $1.5 million in accounts payable in the first
nine months of 1997 compared to a decrease in accounts payable of $505,000 in
the first nine months of 1996.


                                       11
<PAGE>   12
            Cash flows used in investing activities, primarily for store
expansion and renovation, were $2.0 million in the first nine months of 1997
compared to $1.3 million in the first nine months of 1996. The increase was
primarily due to higher individual store costs associated with the
implementation of an enhanced store design in 1997, coupled with an increase in
the number of stores opened in 1997 compared to 1996.

            Cash flows from financing activities were $2.7 million in the first
nine months of 1997 compared to $1.6 million in the first nine months of 1996.
Cash flows from financing activities in the first nine months of 1997 reflect
the proceeds from the Offering, partially offset by the repayment of the old
revolving line of credit and a bridge loan from shareholders of the Company.

            The Company currently anticipates opening approximately 15-20 new
stores in 1997, three of which will be relocations. Assuming the Company opens
20 new stores in 1997, including 19 new stores in malls and strip shopping
centers and one new store within a Fred Meyer host store, the Company expects
that the costs of these new stores, including furniture, fixtures, leasehold
improvements, inventory and optometric equipment, will be approximately $2.5
million. Actual costs will vary based upon, among other factors geographic
location, the size of the store and the extent of the build-out required at the
selected site. In addition to opening new stores, the Company may relocate
stores within a mall or strip shopping center if sites become available with
better traffic patterns and better merchandising opportunities. In 1997, the
Company has remodeled two of its mall stores at a cost of approximately
$300,000.

            The Company believes that the proceeds from the Offering, cash flow
from operations, bank credit facilities, and existing capital lease financing
will be sufficient to fund its working capital needs and store expansion and
renovation program through the end of 1998.

NET OPERATING LOSS CARRYFORWARDS

            As of December 28, 1996, the Company had net operating loss
carryforwards of $7.1 million and $6.3 million for regular tax and alternative
minimum tax purposes, respectively, which begin to expire in 2006. The Company's
initial public offering in 1993 caused the Company to experience an ownership
change as defined by Section 382(g) of the Internal Revenue Code. As a result,
there will be an annual limitation of approximately $1.0 million on the amount
of net operating loss carryforwards generated prior to the ownership change
which can be utilized to offset the Company's future taxable income. The
Offering did not cause the Company to experience a further ownership change;
however, future transactions involving the Company's stock (or rights to acquire
such stock) could result in additional restrictions on the Company's ability to
utilize its net operating loss carryforwards after the date of such ownership
change.

            In assessing the realizability of its deferred tax assets, including
its net operating loss carryforwards, the Company considers whether it is more
likely than not that some or all of such assets will be realized. The ultimate
realization of the Company's deferred tax assets is dependent upon generation of
future taxable income. The Company has established a valuation allowance to
fully reserve its deferred tax assets. The Company will consider reducing or
eliminating the valuation allowance once profitable operations have been
sustained.


                                       12
<PAGE>   13
SEASONALITY AND QUARTERLY RESULTS

            Historically, the Company's operations have been seasonal, with the
highest sales in a given year occurring first in February, March and April and
then in August, September and, to a lesser extent, in October. The Company has
historically incurred and anticipates that it may continue to incur lower net
sales and net losses during the Company's fourth quarter because of reduced
demand for eyewear during the holiday season.

            The Company's results of operations may also fluctuate from quarter
to quarter as a result of the amount and timing of sales contributed by new
stores and the integration of new stores into the operations of the Company, as
well as other factors, including bad weather. The addition of a large number of
new stores can therefore significantly affect quarterly results of operations.

FORWARD-LOOKING STATEMENTS

            Statements that are not historical facts, including statements about
the Company's confidence in its prospects and strategies and its expectations
about expansion into new markets, growth in existing markets, comparable store
sales and the Company's ability to attract new sources of financing, are
forward-looking statements that involve risks and uncertainties. These risks and
uncertainties include, but are not limited to, (1) market acceptance risks,
including whether or not the Company will be able to successfully implement its
value-pricing strategy in new geographic markets, most of which markets include
competitors of the Company that have financial and other resources substantially
greater than those of the Company, and whether or not the Company will be able
to conduct a successful advertising campaign in new and existing markets against
better-financed competitors; (2) laboratory capacity and supply constraints,
including whether or not as the Company expands into new geographic markets it
will be able to successfully integrate its new markets into its existing eyewear
laboratory manufacturing and distribution system; (3) a slowdown in the growth
of managed care in the eyewear industry or in the Company's share of such
business, including whether or not federal or state health-care legislation or
regulation will have an adverse impact on managed care; (4) the Company's
ability to attract and retain qualified optometrists; (5) the ability of the
Company to comply with the financial covenants in its credit facilities; (6)
leasing risks, including whether or not the Company will be able to lease prime
mall and strip shopping center locations at attractive rates for its expansion
into new markets and to fill out its store locations in the Company's existing
markets; and (7) the impact of government regulations on the opticians employed
by the Company and on the Company's advertising, locations and design of stores,
and products sold, which regulations are subject to frequent change and vary
widely throughout the states in which the Company operates. These risks and
others that are detailed in this Quarterly Report on Form 10-Q must be
considered by any investor or potential investor in the Company.


                                       13


<PAGE>   14
                           PART II--OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

            From time to time, the Company is also involved in legal matters
which are incidental to its operations. In the opinion of management, the
ultimate resolution of these matters is not anticipated to have a material
adverse effect on the Company's financial condition or results of operations.


                                       14
<PAGE>   15
                                   SIGNATURES


            Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    NEW WEST EYEWORKS, INC.



Date: November 7, 1997              By: /s/ Barry J. Feld
                                       ------------------
                                       Barry J. Feld
                                       President and Chief Executive Officer



Date: November 7, 1997              By: /s/ Darius J. DiTallo
                                       ----------------------
                                       Darius J. DiTallo
                                       Vice President-Finance and Administration


                                       15
<PAGE>   16
                                 INDEX OF EXHIBITS



Number                  Description
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27                      Financial Data Schedule