<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                  FORM 10-QSB


(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 for the quarterly period ended July 31, 1997


[ ]  TRANSACTION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
for the transaction period from ___________ to ___________

                         Commission file number 0-21785


                             NV ENTERTAINMENT, INC.
       (Exact name of small business issuer as specified in its charter)

              UTAH                                            95-45453704
------------------------------                       --------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)


        5737 Pacific Center Blvd., Suite A, San Diego, California 92121
        ---------------------------------------------------------------
                    (Address of principal executive offices)


                                 (619) 657-9777
                           -------------------------
                           Issuer's telephone number


    Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
                           -----                   -----


               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS


    Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.

                       Yes                     No
                           -----                  -----


                      APPLICABLE ONLY TO CORPORATE ISSUERS

    State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 14,481,051 common shares as
of July 31, 1997

    Transitional Small Business Disclosure Format (check one):

                       Yes                     No
                           -----                  -----


                                        1


<PAGE>

                             NV ENTERTAINMENT, INC.

                                  FORM 10-QSB


                                     INDEX




<TABLE>
<CAPTION>
<S>                                                                                        <C>
PART I - Financial Information

Condensed Balance Sheets, as of July 31, 1997 and October 31, 1996                         3

Condensed Statements of Operations for the three months ended July 31, 1997 and 1996       4

Condensed Statements of Operations for the nine months ended July 31, 1997 and 1996        5

Condensed Statements of Cash Flows for the nine months ended July 31, 1997 and 1996        6

Notes to Condensed Financial Statements                                                    7

Management's Discussion and Analysis or Plan of Operation                                  8 & 9



PART II - Other Information

Items 1 through 6                                                                         10

Signatures                                                                                10
</TABLE>



                                                  2





<PAGE> 
                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                         PART 1 - FINANCIAL INFORMATION

                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          July 31,      October 31,
                                                                            1997            1996   
                                                                        -----------     -----------
                                                                        (Unaudited)       (Audited)
<S>                                                                     <C>             <C>
                             ASSETS
Assets
     Cash                                                               $    4,353             981
     Receivables                                                             7,800           5,200
     Due From Related Parties                                              211,884          92,041
     Theater Equipment Held For Sale                                        52,820          52,820
     Music Rights, Net of Accumulated Amortization                              
       of $315,000 and $210,000                                          1,680,000       1,995,000
     Films and Video Library                                               906,878         881,278
     Projects Under Development                                          1,571,732       1,815,534
     Property and Equipment, Net                                           244,574         279,379
     Intangibles, Net                                                      268,913         330,893
     Other Assets                                                          258,890         310,964
                                                                        -----------     -----------
       Total Assets                                                     $5,207,844      $5,764,090
                                                                        ===========     ===========

               LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
     Accounts Payable and accrued expenses                              $  610,083      $  251,084
     Short Term Loans Payable                                               37,000             -
     Notes Payable, Related Parties                                        463,875         294,500

                                                                        -----------     -----------
     Total Liabilities                                                   1,110,958         545,584
                                                                        -----------     -----------
Shareholders' Equity
     Convertible Preferred Stock, Series A and B, $30 Par Value,
         200,000,000 Shares Authorized, Liquidation Value of $30
         Per Share, 200,000 Shares Issued and Outstanding                2,100,000       2,100,000
     Common Stock, $.001 Par Value, 100,000,000 Shares Authorized,         
         17,111,273 & 12,425,227 Shares Issued and Outstanding              17,111          12,425
     Additional Paid-In-Capital                                          5,969,416       5,201,988
     Deficit Accumulated During the Development Stage                   (3,473,871)     (1,583,137)
     Stock Note Receivable and Subscription Receivable                    (515,770)       (512,770)
                                                                        -----------     -----------
         Total Shareholders' Equity                                      4,096,886       5,218,506
                                                                        -----------     -----------
     Total Liabilities and Shareholders' Equity                         $5,207,844      $5,764,090
                                                                        ===========     ===========
</TABLE>



                                                  3
<PAGE> 
                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                       CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                Three Months     Three Months   December 5, 1985
                                                    Ended           Ended        (Inception) to
                                                  July 31,         July 31,     July 31, 1997
                                                    1997            1996          (Cumulative)
                                                -------------   -------------     -------------
                                                 (Unaudited)     (Unaudited)       (Unaudited)
<S>                                             <C>             <C>               <C>
Revenues                                        $    13,162     $     93,373       $        -
                                                ------------    -------------     --------------
Expenses:

        Cost of Sales                                   -            100,604             58,074
        Project Written Off                         584,141              -            1,379,141
        Selling, General & Administrative
          Expenses                                  488,826           70,287          2,141,860
                                                ------------    -------------        -----------
        Total Expenses                            1,072,967          170,891          3,579,075
                                                ------------    -------------        -----------

Loss Before Income Taxes                         (1,059,805)         (77,518)        (3,473,871)

Income Tax Expense                                      -                -                  -  
                                                ------------    -------------        -----------
Net Loss Before Cumulative Preferred 
  Stock Dividends                                (1,059,805)         (77,518)        (3,473,871)
                                                                                     ===========

Cumulative Preferred Stock Dividends                (75,000)             -
                                                ------------    -------------       

Net Loss                                         (1,134,805)         (77,518)
                                                 ===========    =============

Net Loss Per Common Shares                       $    (0.07)    $      (0.03)
                                                 ===========    =============

Weighted Average Number of Shares Outstanding    15,859,290        8,623,205
                                                 ===========    =============
</TABLE>



                                                  4
<PAGE>

                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                       CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                Nine Months   Nine Months    December 5, 1985
                                                   Ended         Ended       (Inception) to
                                                  July 31,      July 31,      July 31, 1997
                                                   1997           1996         (Cumulative)
                                               ------------   ------------    ------------
                                               (Unaudited)    (Unaudited)     (Unaudited) 
<S>                                            <C>            <C>             <C>

Revenues                                       $    61,482    $    93,373     $   105,204 
                                               ------------   ------------    ------------

Expenses:

   Cost of Sales                                    14,352        100,604          58,074
   Project Written Off                             584,141            -         1,379,141
   Selling, General & Administrative
      Expenses                                   1,353,723        210,337       2,141,860
                                               ------------   ------------    ------------

   Total Expenses                                1,952,216        310,941       3,579,075
                                               ------------   ------------    ------------

Loss Before Income Taxes                        (1,890,734)      (217,568)     (3,473,871)

Income Tax Expense:                                    -              -               -
                                               ------------   ------------    ------------

Net Loss Before Cumulative Preferred 
   Stock Dividends                              (1,890,734)      (217,568)     (3,473,871)
                                                                              ============

Cumulative Preferred Stock Dividends              (300,000)           -
                                               ------------   ------------

Net Loss                                        (2,190,734)      (217,568)
                                               ============   ============

Net Loss per Common Share                      $     (0.15)   $     (0.03)
                                               ============   ============

Weighted Average Number of Shares Outstanding   14,197,745      8,651,955
                                               ============   ============
</TABLE>

                                    5



<PAGE> 
                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                       CONDENSED STATEMENT OF CASH FLOWS

                          INCREASE (DECREASE) IN CASH

<TABLE>

                                                                                   DECEMBER 5, 1985
                                                      NINE MONTHS       NINE MONTHS  (INCEPTION) TO
                                                         ENDED             ENDED      JULY 31, 1997
                                                      JULY 31, 1997   JULY 31, 1996   (Cumulative)
                                                      -------------   -------------   -------------
                                                       (Unaudited)     (Unaudited)     (Unaudited)
<S>                                                   <C>             <C>             <C>
OPERATING ACTIVITIES
   Net loss                                           $ (1,890,734)   $   (217,568)   $ (3,473,871)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
        Depreciation and amortization                      424,858          90,486         681,978
        Consulting fees paid by issuing common stock           --              --              --
          by controlling shareholders                          --           35,000          14,400
        Professional fees paid by issuing common stock         --           15,000          62,976
        Compensation expense                               180,000             --          180,000
        Services contributed by officers                       --              --          140,000
        Project in progress written off                    584,141             --        1,354,141
Changes in operating assets and liabilities:
        Receivable                                          (2,600)        (65,527)         (7,800)
        Due from related parties                          (119,843)        (57,699)       (211,884)
        Film and Video Library                             (25,600)            --          (25,600) 
        Projects under development                        (340,339)       (581,325)     (1,571,732)
        Deposits                                            50,022           5,000             --
        Intangible assets                                      --           (2,500)            --
        Organization costs                                     --              --          (13,677)
        Accounts payable and accrued expenses              358,999          26,485         463,488
                                                      -------------   -------------   -------------
      Net cash used in operating activities               (781,096)       (752,648)     (2,407,581)
                                                      -------------   -------------   -------------
INVESTING ACTIVITIES
   Acquisition of Leasehold Improvements                    (8,800)            --           (8,800)
   Disposition of Leasehold Improvements                     8,730             --            8,730
   Acquisition of furniture and fixtures                    (8,451)            --           (8,451)
   Acquisition of property and equipment                    (2,500)       (121,391)       (142,035)
                                                      -------------   -------------   -------------
      Net cash used in investing activities                (11,021)       (121,391)       (150,556)
                                                      -------------   -------------   -------------
FINANCING ACTIVITIES
   Proceeds from short term loans and note payable         217,000             --          217,000
   Proceeds from issuance of common stock                  592,114         922,802       2,836,385
   Proceeds from related parties                               --              --           64,614
   Repayment on officer loan                               (13,750)            --          (33,364)
   Repayments on notes payable                              (1,250)         (7,000)        (10,750)
   Subscription Receivable                                  (3,000)            --         (515,770)
   Interest on Convertible Notes                             4,375             --            4,375
                                                      -------------   -------------   -------------
      Net cash provided by financing activities            795,489         915,802       2,562,490
                                                      -------------   -------------   -------------
Net Increase in Cash and cash equivalents                    3,372          41,763           4,353

Cash and cash equivalents, beginning of period                 981         (41,763)            --
                                                      -------------   -------------   -------------
Cash and cash equivalents, end of period              $      4,353    $         (0)   $      4,353
                                                      =============   =============   =============
</TABLE>


                                                  6

<PAGE> 

                             NV ENTERTAINMENT, INC.

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1.  In the opinion of management, the accompanying unaudited condensed
         financial statements reflect all adjustments (which include only 
         normal recurring accruals) necessary to present fairly the Company's 
         financial position as of July 31, 1997 and year ended October 31, 1996 
         and the results of its operations for the nine and three months ended 
         July 31, 1997 and 1996, and cash flows for the nine months ended 
         July 31, 1997 and 1996.

Note 2.  Earnings (loss) per common share are computed by dividing the net 
         income (loss) for each period by the weighted average number of common
         and common equivalent shares outstanding, including shares to be
         issued. Common equivalent shares, representing the common shares that
         would be issued on exercise of outstanding stock options and warrants
         reduced by the number of shares which could be purchased from the
         related exercise proceeds, are not included since their effect would 
         be anti-dilutive or not material.

         Statements of Financial Standards No. 128, "earnings Per Share" (SFAS
         128) is effective for financial statements issued for periods ending
         after December 15, 1997, including interim periods.  Earlier
         application is not permitted.  SFAS 128 requires dual presentation of
         basic and diluted earnings per share (EPS) on the face off the income
         statement. It also requires a reconciliation of the numerator and
         denominator of the basic EPS computation to the numerator and
         denominator of the diluted EPS computation.  This statement also
         requires restatement of all prior-period EPS data presented.  The
         company has not determined the effect on its EPS from the adoption of
         this statement.

Note 3.  The Company is currently working to secure a funding through private
         placements which will provide the funds necessary for the Company to
         execute its aggressive Business and Marketing Plans.


                                        7

<PAGE> 

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                            AND FINANCIAL CONDITION
         -------------------------------------------------------------


        The following section of the report contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve risks and uncertainties so that the
actual results may vary materially.


                               PLAN OF OPERATIONS
                               ------------------

As a development stage company, New Visual has to date produced minimal 
revenues. It has utilized its resources to secure patented technology and 
strategic relationships with suppliers, exhibitors, distributors, and major 
networks to develop the foundation for marketing its 3D theatrical, special 
venue and in-home products.

Current cash requirements have been satisfied through contributions of the 
officers, the sale of stock, and private offerings. The Company anticipates to 
continue to make use of these funds resources in the future months until such a 
time when sufficient revenues have been produced to eliminate the need for 
outside funding. Immediate sources of revenues are expected to emerge from the 
sale of NVX 3D theaters and licensing of software to each location. The Company 
currently has licensed its software to special venues including Knott's Berry 
Farm, the West Edmonton Mall and a traveling mobile theater with Great West 
Entertainment (GWE). In the upcoming months the Company will aggressively seek 
to market its technology and software to special venue markets and anticipates 
the sale of a minimum of an additional 3 theaters by year end. The software 
planned for exhibition  in each location consists of the Company's films, its 
music library and video library of the "ON TOUR" concert series as well as a 
new joint venture production with an X-Games theme with Bella Blu Productions 
scheduled for fall of 1997.  An agreement has also been reached for the 
Company's short film, "Edge of Reality" to be rented for a 3D film festival in 
the summer of 1998.

The Company has established multiple economic models for the sale and licensing 
of its technology and software including: leasing agreements, owned and 
operated theaters, outright purchases, retro-fitted theaters, and joint venture 
partnerships. The goal in providing such options is to be able to satisfy cash 
flow requirements for the exhibitors. Revenues realized from each licensing 
arrangement will either be structured on the basis of a flat rental fee, as is 
the case with Knott's Berry Farm, or, on the basis of revenue share; profit 
participation, as is the case with the West Edmonton Mall and GWE. The Company 
is currently involved in negotiations with many theme park executives to 
develop 3D theaters and custom 3D productions to be distributed to multiple 
locations.

The Company anticipates the need for continued research and development of its 
technology and products, specifically as it relates to the development and 
marketing of the six perf. camera system and the continued development and 
marketing of digital, video, and broadcast exhibition. The significance of the 
six-perf. camera system lies in the fact that original photography produced 
with the system can be affordably blown up or reduced for multiple formats 
without a significant compromise of the photographic integrity. The Company has 
identified the need to always be involved in the evolution of cutting-edge 
technology trends in the entertainment industry though it is not inherently 
considered a technology entity. The West Edmonton Mall (WEM) illustrates the 
Companies commitment to such trends in that, the WEM venture represents the 
first film and video 3D theater known to management in the world.

The current facilities have been deemed adequate to support the current 
operations of the Company.

                                        8

<PAGE>

The Company expects to expand payroll within the next 12 months as the need for 
more sales and marketing expertise arises. The Company also anticipates 
expansion of committed resources in the near future toward Public Relations, 
Advertising, and Market Research. All other areas of operation not currently 
done in house will continue to be contracted on a per project basis. 

Since the last 10Q filing the company has made no significant changes in the 
plan of operations.


                                            LIQUIDITY
                                            ---------

The Company is currently working with several venture capital groups to fund 
both the Company's G&A, as well as any necessary working capital and 
anticipates completion in the next period. 

In order to satisfy cash requirements for the Company's production and revenue 
goals, management must obtain working capital through either debt or equity 
financing or public financial markets.  For the purpose of general operations 
and production needs, the Company anticipates the need for funding of 
approximately $3,500,000 over the next 12 months. Such funding may be 
accomplished through public financial markets, private offerings, and joint 
venture opportunities. The Company's future operations are dependent upon 
generating funds to finance the production, marketing and expansion of its 
operations. 

Financial characteristics of the industry include a relatively low cost of 
goods sold with substantial operating expenses. Operating expenses are 
primarily attributable to content production and are incurred in total prior to 
any income realized from the product. Once content is produced, however, it is 
an asset which may be distributed through multiple channels repeatedly over 
time.

                         SEASONALITY, INFLATION, AND INDUSTRY TRENDS
                         -------------------------------------------

Several economic indicators in the special format industry strongly suggest a 
trend of growth in terms of industry sales and consumer demand. Total combined 
industry sales in 1996 of the top four market forces in special format 
entertainment were over 198 million, up from 116 million and 148 million in 
1994 and 1995 respectively. Further, recent 3D network events by NBC and ABC 
have lended credence to the viability of the in-home market for 3D 
entertainment. 

Management feels that there are seasonal aspects of sales associated with the 
theatrical markets in that theme parks and amusement parks typically allocate 
portions of their fiscal budgets towards the development of new attractions to 
debut early in each new season (spring). For the in-home market, on the other 
hand, management is aware of no significant or atypical factors that would 
suggest seasonal demand.



                                        9

<PAGE> 
                             NV ENTERTAINMENT, INC.

                          PART II - OTHER INFORMATION



Items 1 through 5.      Not Applicable

Item 6.                 Exhibits and Reports on Forms 8-K

(a)                     Exhibit 27 - Financial Data Schedule

(b)                     There were no reports filed on Form 8-K during the
                        quarter ended July 31, 1997.

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

                        NV Entertainment, Inc.
                        ----------------------
                        (Company)

Date: September 19, 1997                        /s/ RAY WILLENBERG JR.
                                                ----------------------
                                                Ray Willenberg, Jr., President
                                                Chief Executive Officer

Date: September 19, 1997                        /s/ FRANK W. DEMILLE
                                                --------------------
                                                Frank W. DeMille
                                                Chief Financial Officer

                                       10