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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB


[x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
       For the quarterly period ended DECEMBER  31, 1996

[ ]   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: 33-80935



                           NETWORK EVENT THEATER, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)


                Delaware                                       13-3864111
     (State or Other Jurisdiction of                        (I.R.S. Employer  
     Incorporation or Organization)                        Identification No.)

  149 Fifth Avenue, New York, New York                            10010
(Address of Principal Executive Offices)                        (Zip Code)


                                 (212) 779-2740
              (Registrant's telephone number, including area code)


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

Yes   X    No
     ---     ---

At February 14, 1996 there were 8,654,440 shares of Common Stock, $.01 par value
outstanding.

Transitional Small Business Disclosure Format (check one):

Yes       No  X
    ---      ---

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<PAGE>

                           Network Event Theater, Inc.
                                   Form 10-QSB
                                      Index

                                                                          Page
PART I--FINANCIAL INFORMATION                                            Number

Item 1  Financial Statements

        Condensed consolidated balance 
           sheets - December 31, 1996(unaudited) 
           and June 30, 1996.............................................  1

        Condensed consolidated statements 
           of operations - three and six months
           ended December 31, 1996 and 1995 (unaudited)..................  2

        Condensed consolidated statements
           of cash flows - six months ended
           December 31, 1996 and 1995(unaudited).........................  3

        Condensed consolidated statement 
           of stockholders' equity - six
           months ended December 31, 1996 (unaudited)....................  4

        Notes to condensed consolidated 
           financial statements..........................................  5

Item 2  Plan of Operation................................................  6

PART II--OTHER INFORMATION

Item 6  Exhibits and Reports on Form 8-K.................................  10

Signatures...............................................................  11

<PAGE>

                                     PART I
                             FINANCIAL INFORMATION

Item 1. Financial Statements.

                           Network Event Theater, Inc
                      Condensed Consolidated Balance Sheets

                                                 December 31,        June 30,
                                                    1996               1996
                                                 ------------      -------------
ASSETS:                                                   (Unaudited)
Current assets:
    Cash and cash equivalents ..............     $  2,588,299      $    266,806
    Accounts receivable, net ...............        1,864,961               236
    Investments ............................        3,461,800         7,882,570
    Prepaid expenses and other
       current assets ......................          674,742            26,169
                                                 ------------      ------------
Total current assets .......................        8,589,802         8,175,781
                                                 ------------      ------------
Property and equipment, net
   of accumulated depreciation .............        3,143,196         3,081,620
Intangible assets, net
   of accumulated amortization .............        5,200,839            58,634
                                                 ------------      ------------
Total assets ...............................     $ 16,933,837      $ 11,316,035
                                                 ============      ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and
       accrued expenses ....................     $  3,540,875      $    462,634
    Current portion of
       long-term debt ......................          725,000              --
                                                 ------------      ------------
Total current liabilities ..................        4,265,875           462,634
Long-term debt .............................        3,431,250              --
Stockholders' equity:
    Preferred stock, $.01 par value,
       1,000,000 shares authorized,
       no shares issued and outstanding ....             --                --
    Common stock, $.01 par value,
       17,000,000 shares authorized,
       8,654,440 shares issued and
       outstanding at December 31,1996
       and June 30, 1996 ...................           86,544            86,544
    Additional paid-in capital .............       16,177,302        16,177,302
    Accumulated deficit ....................       (7,026,241)       (5,380,355)
    Unrealized depreciation on
       marketable equity securities ........             (893)          (30,090)
                                                 ------------      ------------
Total stockholders' equity .................        9,236,712        10,853,401
                                                 ------------      ------------
Total liabilities and
   stockholders' equity ....................     $ 16,933,837      $ 11,316,035
                                                 ============      ============

            See notes to condensed consolidated financial statements.

                                       1
<PAGE>

                           Network Event Theater, Inc.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        Three months ended                 Six months ended
                                                                            December 31,                      December 31,
                                                                   ---------------------------        --------------------------
                                                                       1996           1995                1996            1995
                                                                       ----           ----                ----            ----
<S>                                                                <C>            <C>                 <C>            <C>           
Net revenues ...................................................   $ 1,755,693    $         -         $ 2,672,958    $         -   
Operating expenses                                                                                 
    Payroll and related taxes ..................................       846,596        191,603           1,278,827        323,195
    Professional fees ..........................................       489,624        398,624             772,373        642,629
    Other expenses .............................................     1,216,101        165,085           1,762,879        204,067
    Depreciation and amortization ..............................       384,681         81,514             482,059        163,027
                                                                   -----------    -----------         -----------    -----------
Total operating expenses .......................................     2,937,002        836,826           4,296,138      1,332,918
                                                                   -----------    -----------         -----------    -----------    
Operating loss .................................................    (1,181,309)      (836,826)         (1,623,180)    (1,332,918)
Interest and other income (expense), net .......................       (63,343)        12,608              81,375         47,274
                                                                   -----------    -----------         -----------    -----------
Loss before provision for income taxes .........................    (1,244,652)      (824,218)         (1,541,805)    (1,285,644)
Provision for income taxes .....................................        77,956           --               104,081           --
                                                                   -----------    -----------         -----------    -----------
Net loss .......................................................   $(1,322,608)   $  (824,218)        $(1,645,886)   $(1,285,644)
                                                                   ===========    ===========         ===========    ===========
Net loss per common share ......................................   $     (0.15)   $     (0.10)        $     (0.19)   $     (0.15)
                                                                   ===========    ===========         ===========    ===========
Weighted average common shares outstanding .....................     8,654,440      8,654,440           8,654,440      8,654,440
                                                                   ===========    ===========         ===========    ===========
</TABLE>                                  
            See notes to condensed consolidated financial statements            

                                       2
<PAGE>                                                                          
                                                                                
                           Network Event Theater, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                         Six months ended
                                                            December 31,
                                                        -------------------
                                                        1996           1995
                                                        ----           ----

Net cash used in operating activities ..........    $  (562,258)    $  (898,840)

Cash flows from investing activities
   Purchase of property and equipment ..........       (437,138)     (2,449,068)
   Expenditures for acquisition of business ....     (5,256,131)           --
   Sale of investments .........................      4,420,770            --
                                                    -----------     -----------
Net cash used in investing activities ..........     (1,272,499)     (2,449,068)

Cash flows from financing activities
   Net proceeds from sale of common stock ......           --           906,578
   Net proceeds from issuance
      of long-term debt ........................      4,156,250            --
                                                    -----------     -----------
Net cash provided by financing activities ......      4,156,250         906,578
                                                    -----------     -----------
Net increase (decrease) in cash
   and cash equivalents ........................      2,321,493      (2,441,330)
Cash and cash equivalents at
   beginning of period .........................        266,806       3,232,035
                                                    -----------     -----------
Cash and cash equivalents
   at end of period ............................    $ 2,588,299     $   790,705
                                                    ===========     ===========
Supplementary cash flow information:
   Cash paid for interest ......................    $    89,892     $      --
   Cash paid for taxes .........................    $    40,066     $      --

            See notes to condensed consolidated financial statements
 

                                        3
<PAGE>

                           Network Event Theater, Inc.
            Condensed Consolidated Statement of Stockholders' Equity
                       Six Months ended December 31, 1996
                                   (Unaudited)

                                                          Common Stock
                                                     ----------------------
                                                     Shares          Amount
                                                     ------          ------
Balance at June 30, 1996 .....................      8,654,440    $     86,544
Net loss .....................................           --              --
Unrealized appreciation
   on marketable equity securities ...........           --              --
                                                 ------------    ------------
Balance at December 31, 1996 .................      8,654,440    $     86,544
                                                 ============    ============

                                                  Additional
                                                   paid-in        Accumulated
                                                   Capital          Deficit
                                                   -------          -------

Balance at June 30, 1996 .....................   $ 16,177,302    $ (5,380,355)
Net Loss .....................................           --        (1,631,586)
Unrealized appreciation
   on marketable securities ..................           --              --
                                                 ------------    ------------
Balance at December 31, 1996 .................   $ 16,177,302    $ (7,011,941)
                                                 ============    ============
                                                                               
                                                   Unrealized
                                                  Appreciation
                                                  On Marketable
                                               Equity Securities     Total
                                               -----------------     -----

Balance at June 30, 1996 ....................    $    (30,090)   $ 10,853,401
Net loss ....................................            --        (1,645,886)
Unrealized appreciation
   on marketable equity securities ..........          29,197          29,197
                                                 ------------    ------------
Balance at December 31, 1996 ................    $       (893)   $  9,236,712
                                                 ============    ============
                                                                                

            See notes to condensed consolidated financial statements


                                    4
<PAGE>

                           Network Event Theater, Inc.
              Notes to Condensed Consolidated Financial Statements
                               December 31, 1996
                                  (Unaudited)

1. Basis of Presentation

     The  accompanying  condensed  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310 of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the six month period ended  December 31,
1996 are not necessarily  indicative of the results that may be expected for the
year  ended June 30,  1997.  For  further  information,  refer to the  financial
statements and footnotes thereto included in Network Event Theater,  Inc.'s (the
"Company") Form 10-KSB for the transition  period ended June 30, 1996 filed with
the Securities and Exchange Commission on November 20, 1996.

     The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned  subsidiary American Passage Media, Inc. ("American
Passage").  Because  the  Company  has begun to earn  significant  revenues on a
consolidated basis, it is no longer considered to be in the development stage.

2. Acquisition

     On September 13, 1996, the Company,  through its newly created wholly owned
subsidiary,  American Passage,  acquired from American Passage Media Corporation
("APMC")  substantially  all of APMC's  assets  relating to its college and high
school media, marketing, and service businesses. The businesses acquired include
APMC's  college  newspaper  placement   operations,   college  campus  postering
operations,  high school  focused  GymBoardsTM  operations  and  various  other
advertiser and sponsorship activities. APMC has been involved in the young adult
marketing business since 1976.

     As   consideration   for  the  assets  (i)   American   Passage  paid  APMC
approximately  $3.5  million in cash  (representing  a $4.0  million  base price
adjusted in accordance with the terms of the purchase agreement),  (ii) American
Passage  issued to APMC a two-year  subordinated  promissory  note for $750,000,
(iii) the Company  issued to APMC a contingent  option to purchase up to 100,000
shares of the  Company's  common  stock  pursuant to an option  agreement,  (iv)
American  Passage  entered into a two-year  consulting  agreement  with APMC for
$273,600  and  (v)  American  Passage  assumed  certain  of  APMC's  contractual
liabilities.

     The  acquisition  has been  accounted  for  using  the  purchase  method of
accounting.  Accordingly,  the  purchase  price  of  the  acquisition  has  been
allocated to the assets  based on their fair values at the date of  acquisition.
Intangible  assets  representing the excess of cost over the assets acquired and
liabilities  assumed of  approximately  $5.3 million is being  amortized  over a
period of fifteen years.  The results of operations of the property  acquired is
included in the Company's  consolidated  results of operations  from its date of
acquisition.

     The following  unaudited  supplemental  pro forma  information  for the six
months  ended  December  31,  1996 and 1995 is  presented  as if the Company had
completed the acquisition of American Passage on July 1, 1995.

                                       Six Months            Six Months
                                          Ended                 Ended
                                    December 31, 1996     December 31, 1995
                                    -----------------     -----------------
Net revenue.......................     $2,767,228             $2,677,259
Net loss..........................     (2,080,077)            (1,126,790)
Net loss per common share.........          (0.24)                 (0.13)
Common shares outstanding.........      8,654,440              8,654,440

     The pro  forma  information  is not  necessarily  indicative  either of the
results of operations that would have occurred had this transaction been made at
the beginning of the period or of future results of operations.



                                       5

<PAGE>

                           Network Event Theater, Inc.
        Notes to Condensed Consolidated Financial Statements (continued)
                                December 31, 1996
                                  (Unaudited)

3. Debt

     On September  13, 1996,  in  conjunction  with the  acquisition  of certain
assets of APMC  (see Note 2),  American  Passage  entered  into a five year $3.5
million  loan with  Signet  Bank (the  "Loan").  The Loan is  secured  by all of
American Passage's assets and is guaranteed by the Company.  The Loan is payable
in installments with the final  installment due on September 30, 2001.  Interest
is payable  monthly at a variable  rate of  interest  set each ninety days based
either on 300 basis  points above LIBOR for U.S.  Dollar  deposits of ninety day
maturity or 100 basis points  above the prime rate of Signet  Bank.  The current
rate of interest is 8.5313% per annum.

     Additionally,  on September 13, 1996, American Passage delivered a two-year
subordinated  promissory note to APMC in the principal  amount of $750,000 which
provides  for  payment  in  eight  equal  quarterly  installments  of  principal
commencing  December 13, 1996 together  with interest  thereon at the rate of 8%
per year.

Item 2. Plan of Operation

     Network Event Theater,  Inc. (the "Company") was organized in December 1995
as the successor to the business of Universal  Access Network,  L.P. The Company
is engaged  principally in the growth of its college campus theater network (the
"Network")  and in  building  or  acquiring  complementary  media  or  marketing
services  businesses  that focus on the  college  and young  adult  market.  The
Company  believes  that the  college  market will grow  significantly  over time
because the children of baby boomers are reaching  college age and  beginning to
attend  college,  because a higher  percentage  of young  adults  are  attending
college  after  completing  high school and because more adults are returning to
college  for  advanced  degrees.  According  to the  1995  Digest  of  Education
Statistics  prepared by the United States  Department  of  Education,  there are
approximately  3,600  colleges  and  universities  in  the  United  States  with
enrollments of approximately 14 million  students.  This represents a large, yet
fragmented and geographically  dispersed target market representing  significant
personal spending power.

     The Company  intends to continue to expand its college  media and marketing
businesses  either through  internal  growth or  acquisitions.  On September 13,
1996,  American  Passage Media,  Inc.  ("American  Passage"),  a newly organized
wholly owned  subsidiary of the Company,  acquired  from American  Passage Media
Corporation ("APMC")  substantially all of APMC's assets relating to its college
and high school  media and  marketing  business.  APMC has been  involved in the
young adult  marketing  business  since 1976. The acquired  businesses  included
APMC's  college  newspaper  placement   operations,   college  campus  postering
operations,  high school  focused  GymBoard(TM)  operations  and  various  other
advertiser and event sponsorship related activities.

     The  Company  has also  signed  letters  of intent to acquire  three  other
companies  engaged  in  various  aspects  of the  college  media  and  marketing
business,  and these transactions are subject to the completion of due diligence
and to the  preparation and execution of definitive  agreements.  The Company is
also currently  engaged in discussions with several other entities that may lead
to  future  acquisitions.  There  can be no  assurance  that  the  Company  will
consummate  these or any other  transactions.  The  Company may pay for these or
other  acquisitions  with either cash,  common stock of the Company or both. The
number  of  shares  of the  Company's  common  stock  which  might be  issued in
connection  with  these  or any  future  acquisitions  could be  substantial  in
relation to the total number of shares that are presently outstanding.  Any such
issuance  would  result in dilution to the  interests of the  Company's  present
shareholders.

     The Company  believes that the  acquisition  of American  Passage and other
college  media and marketing  businesses  will allow it to provide an integrated
and comprehensive program of media and marketing opportunities for a broad array
of  entertainment  companies,  sponsors and advertisers  which are targeting the
young adult market.  For example,  a motion picture studio which is previewing a
major  motion  picture  using  the  Network  could  launch  a  simultaneous  and
comprehensive marketing program (including advertisements in college newspapers,
on-campus  postering  and other  marketing  vehicles and tools in the  Company's
portfolio) at campuses nationwide, not just those at which a Network theater has


                                       6

<PAGE>

                           Network Event Theater, Inc.
        Notes to Condensed Consolidated Financial Statements (continued)
                                December 31, 1996
                                  (Unaudited)

been  installed.  The Company  believes that this  significant  added reach will
enable it to build more lucrative long term relationships  with its clients.  In
the Fall of 1996,  American  Passage's  full-time  marketing  force assisted the
Network in selling  such  integrated  programs to sponsors and  advertisers.  In
addition,  its staff placed  advertisements  in college  newspapers  relating to
Network  programs,  its  extensive  field force of  independent  representatives
placed  posters on college  campuses and  otherwise  augmented the Network's own
field force to publicize events being shown on the Network's screens.

     The  Company  is  now  generating   significant  operating  revenues  on  a
consolidated  basis and is no longer in the  development  stage.  These revenues
result from payments from program providers using the Network's screens and from
the  operations  of American  Passage.  Because of expenses  required to install
Network  theater  equipment  at  colleges  and to obtain  programming  for these
theaters,  the Company is still  generating  operating  losses on a consolidated
basis.  These losses may continue and may remain  significant  until the Network
begins to generate  greater  revenues from  sponsorship,  advertising and ticket
sales.

     The Company's  proposed plan of operations  for its Network will be largely
dependent  upon  the  Company's  ability  to  attract  revenues  from  sponsors,
advertisers  and  entertainment  companies and to enter into  agreements  with a
significant  number  of  colleges  and  universities  for  the  installation  of
theaters.  The Company is focusing its initial  marketing  efforts on installing
its equipment at 100 of the nation's  largest colleges and  universities.  As of
December 31, 1996,  the Company had installed  Network  theater  equipment at 31
campus  theaters and had entered into  contracts  with four other  schools.  The
Company  intends to enter  into  agreements  with  approximately  25  additional
colleges  and  universities  during  the  next  twelve  months.  The  number  of
installations  will be dependent upon the number of school contracts the Company
is able to enter  into.  The Company  currently  has three  full-time  employees
engaged in marketing the Company's  Network to colleges and universities  across
the United States.

     Since  January  1996,  the Company has entered  into a number of  licensing
agreements with content providers such as Miramax, Don King Productions, Mercury
Records, Warner Brothers and ABC for individual productions. In August 1996, the
Company  entered into an  agreement  with HBO to show one program a month during
the  1996-1997  academic year on its Network.  In the Fall of 1996,  among other
events,  the Company  presented  three HBO programs and premiered two movies for
Miramax,  including  Swingers and Scream.  The Network also premiered the R.E.M.
Road Movie for Warner  Brothers and  presented a live concert  featuring  Rusted
Root for Polygram. During the next twelve months, the Company intends to develop
further  relationships  with these and other content providers to acquire rights
to special  events.  However,  there can be no  assurance  that the Company will
attract and retain a  sufficient  number of schools  and obtain the  programming
necessary to generate meaningful revenues or achieve profitable  operations from
its Network.

     Over the next twelve months the Company will  continue to make  significant
capital  investments as it continues to install equipment in theaters on college
campuses.  The Company has no current plans to increase staff significantly with
regard to either the Network or any of American Passage's  operations other than
incremental  increases  in  sales  and  administrative  staff  to  generate  and
accommodate increased business.

Results of Operations

     During  the three and six months  ended  December  31,  1996,  the  Company
generated $1,756,000 and $2,673,000,  respectively, in net revenues, principally
from its subsidiary,  American Passage.  For the comparable periods in the prior
year,  the  Company  had not  acquired  American  Passage  and was  still in the
development  stage,  and did not earn any revenues.  The acquisition of American
Passage  occurred  on  September  13,  1996 and only two weeks of  revenues  and
expenses  relating to its operations were included in the Company's  results for
the quarter  ended  September  30, 1996.  However,  this  included a significant
percentage of American  Passage's  overall revenues for that quarter because its
revenues are generated  primarily from newspaper ads run in college  newspapers.
The  associated  income is recorded in the period that the  advertisement  runs,
namely the academic year.


                                       7
<PAGE>

                           Network Event Theater, Inc.
        Notes to Condensed Consolidated Financial Statements (continued)
                                December 31, 1996
                                  (Unaudited)
    
     Operating  expenses  for the  three  months  ended  December  31,  1996 are
proportionately  greater than those for the six month period ended  December 31,
1996 due to the first quarter's results for American Passage reflecting expenses
only from the date of its  acquisition.  Amounts for  interest  and other income
(expense) for the three and six month periods primarily reflect interest charges
related to the acquisition of American  Passage.  For the comparable  periods of
the prior year interest and other income  (expense)  reflect the interest income
earned on the proceeds of the Company's initial public offering (see below).

Liquidity and Capital Resources

     The Company  consummated an initial public offering of its common stock and
warrants  on April 9, 1996 (the  "Offering"),  pursuant  to which it raised  net
proceeds of  approximately  $10.275  million,  of which $0.5 million was used to
prepay previously  existing Company  indebtedness.  As of December 31, 1996, the
Company  had cash  (and  cash  equivalents)  and  investments  in the  amount of
approximately  $2.6 million and $3.5 million,  respectively,  on a  consolidated
basis. Since the Offering, the Company has purchased  approximately $1.1 million
of Network  theater  equipment  and invested  approximately  $0.5 million in the
acquisition of American Passage. The balance of the proceeds have otherwise been
used to fund the Company's operations.

     The Company's  primary capital  requirement with respect to its Network has
been to fund the  purchase  and  installation  of theater  equipment  on college
campuses. Based on current plans, the Company anticipates that it has sufficient
resources  to enable it to install  theater  equipment in 25  additional  campus
theaters (at an estimated cost of $90,000 per theater) and to otherwise  satisfy
its  contemplated  cash  requirements  for the next twelve  months.  In order to
reduce the Company's up-front capital requirements associated with the expansion
of its Network,  the Company may seek to lease rather than purchase a portion of
its Network theater  equipment.  There can be no assurance that the Company will
be able to obtain satisfactory equipment leasing arrangements.

     In connection  with its acquisition of certain assets of APMC's young adult
marketing business, (i) American Passage paid APMC approximately $3.5 million in
cash  (representing  a $4.0 million base price  adjusted in accordance  with the
terms  of the  purchase  agreement),  (ii)  American  Passage  issued  to APMC a
two-year subordinated promissory note for $750,000,  (iii) the Company issued to
APMC a  contingent  option to  purchase  up to 100,000  shares of the  Company's
common stock pursuant to an option agreement, (iv) American Passage entered into
a two-year consulting  agreement with APMC for $273,600 and (v) American Passage
assumed  certain  of APMC's  contractual  liabilities.  The cash  portion of the
purchase price and related  transaction  costs were funded by a $500,000  equity
contribution  from the  Company to American  Passage and a five year  $3,500,000
loan to  American  Passage  from  Signet  Bank.  The loan is  secured  by all of
American Passage's assets and is guaranteed by the Company.  American Passage is
anticipated to be able to fund its cash and debt service requirements out of its
own operations.

     Any  implementation  of the Company's  business plan beyond the next twelve
months may require financial resources  substantially  greater than the proceeds
of the Offering or otherwise  currently  available to the Company.  In the event
that the Company's plans and assumptions with respect to Network change or prove
to be  inaccurate  or if the  proceeds  of the  Offering  otherwise  prove to be
insufficient  to implement its business plan with respect to the Network (due to
unanticipated  expenses or technical or other  problems),  or if its assumptions
with  respect to American  Passage  being able to fund its  operations  and make
required debt service payments prove to be inaccurate, then the Company could be
required  to seek  additional  financing.  The  inability  to obtain  additional
financing will have a material adverse effect on the Company, including possibly
requiring  the Company to  significantly  curtail or cease its  operations.  The
Company may also determine, depending upon the opportunities available to it, to
seek  additional  debt or  equity  financing  to  fund  the  cost of  additional
expansion of its Network and the cost to develop or acquire  additional  college
marketing business  complementary to the Network. To the extent that the Company
finances its requirements  through the issuance of additional equity securities,
any such  issuance  would result in dilution to the  interests of the  Company's
stockholders.

                                       8
<PAGE>

                           Network Event Theater, Inc.
        Notes to Condensed Consolidated Financial Statements (continued)
                                December 31, 1996
                                  (Unaudited)

     (Unaudited)Additionally, to the extent that the Company incurs indebtedness
or issues debt securities in connection with financing  activities,  the Company
will be  subject  to all of the  risks  associated  with  incurring  substantial
indebtedness  including the risk that interest rates may fluctuate and cash flow
may be insufficient to pay principal and interest on any such indebtedness.  The
Company has no current  arrangements  with respect to, or sources of, additional
financing.  There can be no  assurance  that any  additional  financing  will be
available to the Company on acceptable terms, if at all.



                                       9
<PAGE>

                                    PART II

                                OTHER INFORMATION


Item 6   Exhibits and Reports on Form 8-K.

     (a)  Exhibits.

          Exhibit 1--Employment Agreement with Shelia Kloefkorn.

     (b)  Reports on Form 8-K.


     On September 28, 1996 the  registrant  filed a report on Form 8-K reporting
its  acquisition of certain  assets of American  Passage Media  Corporation  and
including audited financial  statements of the acquired businesses for the years
ended June 30, 1996 and 1995. Amendment No. 1 to that Form 8-K contained certain
required proforma financial information and was filed on November 26, 1996.


                                       10
<PAGE>

                                   SIGNATURES

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



February 14, 1997





            By: /s/ Harlan D. Peltz
                ------------------------------------
                 Harlan D. Peltz
                 Chairman of the Board
                 and Chief Executive Officer



            By: /s/ Bruce Resnik
                ------------------------------------
                 Bruce Resnik
                 Executive Vice President,
                 Chief Financial Officer and
                 Chief Accounting Officer



                                       11