<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

( X )    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

For the quarterly period ended January 31, 2000

(   )    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 0-21785



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

           Utah                                                 95-4543704
-------------------------------                                 -------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                                5920 Friars Road
                                    Suite 104
                               San Diego, CA 92108
                    (Address of principal executive offices)

                                 (619) 692-0333
                           (Issuer's telephone number)

                     827 Brighton Court, San Diego, CA 92109
                     ---------------------------------------
               (Former name, former address and former fiscal year
                          if changed since last report)

Check 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   (   )                   No   ( X )

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 69,775,104 shares of Common Stock,
$.001 par value, were outstanding as of January 31, 2000.

Transitional Small Business Disclosure Forms (check one):

                   Yes   (   )                   No   ( X )


<PAGE>

                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                                INDEX TO FORM 10Q
                                JANUARY 31, 2000


                                                                       Page Nos.
                                                                       ---------


PART I - FINANCIAL INFORMATION:

     ITEM I - FINANCIAL STATEMENTS


     CONSOLIDATED BALANCE SHEETS                                           F-1
          At October 31, 1999 and January 31, 2000


     CONSOLIDATED STATEMENTS OF OPERATIONS                                 F-2
          For the Three Months Ended January 31, 1999 and 2000


     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY                   F-3
          For the Three Months Ended January 31, 1999 and 2000


     CONSOLIDATED STATEMENTS OF CASH FLOWS                                 F-4
          For the Three Months Ended January 31, 1999 and 2000


     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                       F-5 - F-13


     ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS


PART II - OTHER INFORMATION



<PAGE>



<TABLE>

                                      NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                                               CONSOLIDATED BALANCE SHEETS


                                                         ASSETS
                                                         ------

<CAPTION>

                                                                                      October 31,        January 31,
                                                                                         1999               2000
                                                                                    --------------     --------------
<S>                                                                                 <C>                <C>
                                                                                                        (Unaudited)
Current Assets:
  Cash                                                                               $     62,872        $    18,962
  Receivable from related parties                                                          31,422             10,000
                                                                                    --------------     --------------

      Total Current Assets                                                                 94,294             28,962

Property and equipment - net of accumulated depreciation                                  102,530             90,513

Other assets                                                                                5,000              9,500

Film and video library, net                                                               100,557             85,456

Projects under development, net                                                            32,883             36,837
                                                                                    --------------     --------------

      Total Assets                                                                  $     335,264      $     251,268
                                                                                    ==============     ==============

                                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                                      ----------------------------------------


Current Liabilities:
  Accounts payable and accrued expenses                                             $     420,699      $     324,277
                                                                                    --------------     --------------

      Total Current Liabilities                                                           420,699            324,277
                                                                                    --------------     --------------

Commitments, Contingencies and Other Matters (Notes 6 and 7)

Stockholders' Deficiency:
  Cumulative convertible preferred stock, Series A and B - $30
     par value; 200,000,000 shares authorized; liquidation price,
     $30 per share; -0- shares issued and outstanding                                           -                  -
  Common stock - $0.001 par value; 100,000,000 shares
     authorized; 68,896,194 and 69,775,104 shares issued and
     outstanding at October 31, 1999 and January 31, 2000, respectively                    68,896             69,775
  Additional paid-in capital                                                           12,145,702         12,440,782
  Accumulated deficit                                                                 (12,300,033)       (12,583,566)
                                                                                    --------------     --------------

      Total Stockholders' Deficiency                                                     (85,435)           (73,009)
                                                                                    --------------     --------------

      Total Liabilities and Stockholders' Deficiency                                $     335,264      $     251,268
                                                                                    ==============     ==============


See notes to consolidated financial statements.

                                                         F-1
</TABLE>
<PAGE>
<TABLE>

                            NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENT OF OPERATIONS
                                             (UNAUDITED)

<CAPTION>

                                                                     For the Three Months Ended
                                                                           January 31,
                                                                ----------------------------------
                                                                    1999                 2000
                                                                ---------------    ---------------
<S>                                                             <C>                <C>
REVENUES                                                        $       15,473     $            -
                                                                ---------------    ---------------

COSTS AND EXPENSES:
    Amortization of costs of projects                                   20,290             15,406
    Projects costs written off                                          43,750             10,884
    Depreciation of property and equipment                              15,215             15,469
    Acquired in-process research and development expenses                    -             50,000
    Compensatory element of stock issuances                              4,000             34,050
    Selling, general and administrative expenses                       191,877            157,724
                                                                ---------------    ---------------

    TOTAL COSTS AND EXPENSES                                           275,132            283,533
                                                                ---------------    ---------------

LOSS BEFORE INCOME TAXES                                              (259,659)          (283,533)

INCOME TAX EXPENSE                                                           -                  -
                                                                ---------------    ---------------

NET LOSS                                                        $     (259,659)    $     (283,533)
                                                                ===============    ===============

BASIC AND DILUTED LOSS PER SHARE                                $         (.01)    $         (.01)
                                                                ===============    ===============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
    OUTSTANDING                                                     52,747,628         69,406,390
                                                                ===============    ===============




See notes to consolidated financial statements.

                                                         F-2
</TABLE>
<PAGE>
<TABLE>

                                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                                  (UNAUDITED)
                                  FOR THE THREE MONTHS ENDED JANUARY 31, 2000
<CAPTION>



                                                        Common Stock            Additional                        Total
                                                  -------------------------      Paid-in        Accumulated    Stockholders'
                                                     Shares        Amount        Capital          Deficit       Deficiency
                                                  ------------   ----------   -------------   ---------------   ----------
<S>                                               <C>            <C>          <C>             <C>               <C>
Three Months Ended January 31, 2000:
------------------------------------

Balance - October 31, 1999                         68,896,194    $  68,896    $ 12,145,702    $  (12,300,033)   $ (85,435)

Issuance of common stock for cash
 ($.25 to $.35 per share)                             709,850          710         211,199                 -      211,909
Issuance of common stock for services
 ($.25 to $.35 per share)                             119,060          119          33,931                 -       34,050
Acquisition of Impact Pictures, Inc.
 ($1.00 per share)                                     50,000           50          49,950                 -       50,000
Net loss                                                    -            -               -          (283,533)    (283,533)
                                                  ------------   ----------   -------------   ---------------   ----------
Balance - January 31, 2000                         69,775,104    $  69,775    $ 12,440,782    $  (12,583,566)   $ (73,009)
                                                  ============   ==========   =============   ===============   ==========


</TABLE>





See notes to consolidated financial statements.

                                                         F-3
<PAGE>
<TABLE>

                  NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>

                                                                                   For the Three Months Ended
                                                                                          January 31,
                                                                                --------------------------------
                                                                                    1999                2000
                                                                                -------------      -------------
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                     $   (259,659)       $  (283,533)
   Adjustments to reconcile net loss to net cash used by operating activities:
       Compensatory elements of stock issuances                                        4,000             34,050
       Stock issued for acquired in-process research and development                       -             50,000
       Projects costs written-off                                                     43,750             10,884
       Depreciation of property and equipment                                         15,215             15,469
       Amortization of costs of projects                                              20,290             15,406

    Increase (decrease) from changes in:
       Projects under development                                                    (86,270)           (15,143)
       Accounts payable and accrued expenses                                         225,391            (75,000)
       Other assets                                                                        -             (4,500)
                                                                                -------------      -------------

          NET CASH USED IN OPERATING ACTIVITIES                                      (37,283)          (252,367)
                                                                                -------------      -------------

CASH USED IN INVESTING ACTIVITIES
   Acquisition of property and equipment                                                   -              (3,452)
                                                                                -------------      -------------

CASH PROVIDED BY FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                              37,283            211,909
                                                                                -------------      -------------

INCREASE (DECREASE) IN CASH                                                                -            (43,910)

CASH AND CASH EQUIVALENTS - BEGINNING                                                      -             62,872
                                                                                -------------      -------------

CASH AND CASH EQUIVALENTS - ENDING                                              $          -       $     18,962
                                                                                =============      =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for:
    Interest                                                                    $          -       $         -
                                                                                =============      ============

    Income taxes                                                                $          -       $         -
                                                                                =============      ============

    Accounts payable satisfied by issuance of stock                             $     50,000       $         -
                                                                                =============      ============
</TABLE>


See notes to consolidated financial statements.

                                                          F-4


<PAGE>

                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                JANUARY 31, 2000



NOTE 1-           SUMMARY OF ACCOUNTING POLICIES

                  BASIS OF PRESENTATION

                  The accompanying financial statements are unaudited. These
                  statements have been prepared in accordance with the rules and
                  regulations of the Securities and Exchange Commission ( the
                  "SEC"). Certain information and footnote disclosures normally
                  included in the financial statements prepared in accordance
                  with generally accepted accounting principles have been
                  condensed or omitted pursuant to such rules and regulations.
                  In the opinion of management, the financial statements reflect
                  all adjustments (which include only normal recurring
                  adjustments) necessary to state fairly the financial position
                  and results of operations as of and for the periods indicated.
                  These financial statements should be read in conjunction with
                  the Company's financial statements and notes thereto for the
                  year ended October 31, 1999, included in the Company's Form
                  10KSB as filed with the Securities and Exchange Commission.

                  The preparation of financial statements in conformity with
                  general accepted accounting principles requires management to
                  make estimates and assumptions that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statement
                  and the reported amounts of revenues and expenses during the
                  reporting period. Actual results could differ from those
                  estimates.

                  PRINCIPLES OF CONSOLIDATION

                  The consolidated financial statements include the accounts of
                  New Visual Entertainment, Inc. ("NVE") (formerly known as
                  Siliwood) and its subsidiaries, NV Entertainment ("NV") and
                  Impact Pictures, Inc. ("IP") (collectively, the "Company").
                  All significant intercompany balances and transactions have
                  been eliminated.

                  DESCRIPTION OF BUSINESS

                  The Company, (previously known as Bellwether Investment Inc.),
                  was incorporated under the laws of the State of Utah on
                  December 5, 1985. On October 18, 1995, the Company acquired
                  all of the outstanding shares of Siliwood Entertainment
                  Corporation ("Siliwood"), a development-stage company with no
                  operations. The Company issued 5,911,592 shares of common
                  stock to the shareholders of Siliwood to effect the reverse
                  acquisition. The reverse acquisition was accounted for as a
                  recapitalization and was accounted for in a manner similar to
                  a pooling of interest. The Company then changed its name to
                  Siliwood Entertainment Corporation.


                                       F-5
<PAGE>

                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                JANUARY 31, 2000



NOTE 1 -          SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

                  DESCRIPTION OF BUSINESS (CONTINUED)

                  On June 10, 1996, the Company acquired certain assets and
                  assumed various liabilities from Infinity Vision Entertainment
                  ("IVE"). Immediately following the purchase, Siliwood changes
                  its name to New Visual Entertainment, Inc. ("NVE").
                  Accordingly, former IVE partners have an interest in NVE
                  (formerly known as Siliwood) stock. The acquisition of these
                  assets and the assumption of these liabilities has been
                  accounted for as a purchase and the costs were allocated based
                  on fair market value. There were no operations of NVE prior to
                  acquisition. The Company is currently engaged in the
                  development, design and distribution of software techniques,
                  videos and theaters for stereoscopic (3-D) authoring and
                  visualization.

                  The accompanying consolidated financial statements have been
                  performed in conformity with generally accepted accounting
                  principles, which contemplate continuation of the Company as a
                  going-concern. As of January 31, 2000, the Company has a
                  stockholders' deficiency of $73,009, a working capital
                  deficiency of $295,315 and an accumulated deficit of
                  $12,583,566.

                  The Company has continued losses in each of its years of
                  operation, negative cash flow and liquidity problems. These
                  conditions raise substantial doubt about the consolidated
                  Company's ability to continue as a going concern. The
                  accompanying consolidated financial statements do not include
                  any adjustments relating to the recoverability of reported
                  assets or liabilities should the Company be unable to continue
                  as a going concern.

                  The Company has been able to continue based upon the financial
                  support of certain of its stockholders and the continued
                  existence of the company is dependent upon this support and
                  its ability to acquire assets by the issuance of stock.
                  Management's plans in this regard are to receive the continued
                  support of the stockholders and/or to obtain other financing
                  until profitable operation and positive cash flow are achieved
                  and maintained. There can be no guarantee that the
                  stockholders will provide this support.

                  CONCENTRATION OF CREDIT RISK

                  Financial instruments, which potentially subject the Company
                  to concentrations of credit risks, are principally trade
                  accounts receivable. The Company maintains an allowance for
                  uncollectible accounts receivable and, generally, does not
                  require collateral. At January 31, 2000, no allowance for
                  uncollectible accounts was deemed necessary by management.

                  CASH AND CASH EQUIVALENTS

                  The Company considers all short-term highly liquid investments
                  with a maturity of three months or less when purchased to be
                  cash or cash equivalents.

                                       F-6
<PAGE>

                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                JANUARY 31, 2000



NOTE 1 -          SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

                  PROPERTY AND EQUIPMENT

                  Property and equipment are stated at cost. Depreciation is
                  computed on a straight-line method over the estimated useful
                  lives of the assets which generally range from five to seven
                  years. Maintenance and repair expenses are charged to
                  operations as incurred.

                  INTANGIBLE ASSETS

                  Intangible assets consists of a stereoscopic imaging
                  technology and the rights to certain stereoscopic/3-D titles.
                  These costs are stated at the lower of cost or net realizable
                  value and will be amortized over their estimated economic life
                  of 5 years. These costs are evaluated quarterly to determine
                  the net realizable value. During the year ended October 31,
                  1997, a valuation allowance of $330,893 was charged to
                  operations related to such assets.

                  FILM AND VIDEO LIBRARY AND PROJECTS UNDER DEVELOPMENT

                  Film and video library and projects under development are
                  stated at the lower of amortized cost or market. Upon
                  completion, costs are amortized on an individual production
                  basis in the proportion that current gross revenues bear to
                  management's estimate of total gross revenues with such
                  estimates being reviewed at least quarterly. In prior years,
                  several projects under development were determined to have no
                  estimated realizable value and were accordingly written-off.
                  Project costs written-off during the three months ended
                  January 31, 1999 and the three months ended January 31, 2000
                  were $43,750 and $10,884, respectively. For the three months
                  ended January 31, 1999 and the three months ended January 31,
                  2000, amortization expense related to the film and video
                  library was $20,290 and $15,406, respectively.

                  INCOME TAXES

                  Income taxes are accounted for in accordance with Statement of
                  Financial Accounting Standards No. 109, "Accounting for Income
                  Taxes" (SFAS No. 109). SFAS No. 109 employs an asset and
                  liability method of accounting for income taxes. Under the
                  asset and liability method, deferred income taxes are
                  recognized for tax consequences of temporary differences by
                  applying enacted statutory tax rates applicable to future
                  years to difference between the financial statement carrying
                  amounts and the tax bases of existing assets and liabilities.
                  Under SFAS No. 109, the effect on deferred income taxes of a
                  change in tax rates is recognized income in the period that
                  includes the enactment date.


                                       F-7
<PAGE>

                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                JANUARY 31, 2000



NOTE 1 -          SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

                  ACCOUNTING ESTIMATES

                  The preparation of financial statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and assumptions that affect the reported
                  amounts of assets and liabilities, disclosures of contingent
                  assets and liabilities at the date of the financial statements
                  and the reported amounts of revenues and expenses during the
                  reporting period. Actual results could differ from those
                  estimates.

                  FAIR VALUE OF FINANCIAL INSTRUMENTS

                  Quoted market prices generally are not available for all of
                  the Company's financial instruments. Accordingly, fair values
                  are based on judgements regarding current economic conditions,
                  risk characteristics of various financial instruments and
                  other factors. These estimates involve uncertainties and
                  matters of judgement and, therefore, cannot be determined with
                  precision. Changes in assumptions could significantly affect
                  the estimates.

                  A description of the methods and assumptions used to estimate
                  the fair value of each class of the Company's financial
                  instruments is as follows:

                  Cash, receivables, accounts payables and accrued expenses have
                  carrying amounts that approximate fair value due to the short
                  maturity of these instruments. Management was not able to
                  practically estimate the fair value of notes payable due to
                  their related party nature.

                  REVENUE RECOGNITION

                  Substantially all revenues are derived from the production and
                  licensing of videos and commercial films. Revenue is
                  recognized over the shorter of the license term or the
                  expected revenue term.

                  ADVERTISING

                  Advertising costs are charged to operations when incurred.
                  Advertising expense for the three months ended January 31,
                  1999 and 2000 was $-0- and $15,528, respectively.

                  LOSS PER SHARE

                  Basic earnings per share ("Basic EPS") is computed by dividing
                  net income available to common stockholders by the weighted
                  average number of common shares outstanding during the period.
                  Diluted earnings per share ("Diluted EPS") gives effect to all
                  dilutive potential common shares outstanding during a period.
                  In computing diluted EPS, the treasury stock method is used in
                  determining the number of shares assumed to be purchased from
                  the conversion of common stock equivalents.


                                       F-8
<PAGE>

                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                JANUARY 31, 2000


NOTE 1 -          SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

                  STOCK-BASED COMPENSATION

                  As permitted by SFAS No. 123, "Accounting for Stock-Based
                  Compensation", the Company accounts for its stock-based
                  compensation arrangements pursuant to APB Opinion No. 25,
                  "Accounting for Stock Issued to Employees". In accordance with
                  the provisions of SFAS No. 123, the Company discloses the
                  proforma effects of accounting for these arrangements using
                  the minimum value method to determine fair value.

                  IMPAIRMENT OF LONG-LIVED ASSETS

                  During 1996, the Company adopted the Statement of Financial
                  Accounting Standards (SFAS) No. 121, "Accounting for the
                  Impairment of Long-Lived Assets and for Long-Lived Assets to
                  be Disposed of". Under the provisions of this statement, the
                  Company has evaluated its long-lived assets for financial
                  impairment, and will continue to evaluate them as events or
                  changes in circumstances indicate that the carrying amount of
                  such assets may not be fully recoverable.

                  The Company evaluates the recoverability of long-lived assets
                  by measuring the carrying amount of the assets against the
                  estimated undiscounted future cash flows associated with them.
                  At the time such evaluations indicate that the future
                  undiscounted cash flows of certain long-lived assets are not
                  sufficient to recover the carrying value of such assets, the
                  assets are adjusted to their fair values.

                  IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

                  In March 1998, the American Institute of Certified Public
                  Accountants issued SOP 98-1, "Accounting for the Costs of
                  Computer Software Developed or Obtained for Internal Use,"
                  which revises the accounting for software development costs
                  and will require the capitalization of certain costs. The
                  adoption of SOP 98-1 did not have an effect on the Company's
                  financial position or net income.


                                       F-9
<PAGE>

                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                JANUARY 31, 2000



NOTE  2 -         PROPERTY AND EQUIPMENT, NET

                  Property and equipment consists of the following:


                                                    October 31,      January 31,
                                                      1999              2000
                                                 -------------     -------------
     Furniture and fixtures                      $      2,376      $      2,376
     Camera equipment                                 278,660           278,660
     Office equipment                                  26,442            29,894
                                                 -------------     -------------
                                                      307,478           310,930
     Less: Accumulated depreciation                   204,948           220,417
                                                 -------------     -------------

                   Total                         $    102,530      $     90,513
                                                 =============     =============

                  For the three months ended January 31, 1999 and three months
                  ended January 31, 2000, depreciation expense was $15,215 and
                  $15,469, respectively.

NOTE  3 -         ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

                  Accounts payable and accrued liabilities consist of the
                  following:


                                                    October 31,     January 31,
                                                      1999              2000
                                                 -------------     -------------
     Professional fees                           $    150,000      $    160,000
     Payroll and related taxes                         29,485            29,485
     Miscellaneous                                    241,214           134,792
                                                 -------------     -------------

                                                 $    420,699      $    324,277
                                                 =============     =============

NOTE  4 -         COMMON STOCK

                  DESCRIPTION OF SECURITIES

                  On October 18, 1995, the Company approved a 1-for-2 reverse
                  stock split. All common shares and price per share information
                  disclosed in the financial statements and notes have been
                  adjusted to give effect to the 1-for-2 reverse stock split.



                                      F-10
<PAGE>

                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                JANUARY 31, 2000



NOTE  4 -         COMMON STOCK (CONTINUED)

                  During the Year Ended October 31, 1999:
                  --------------------------------------

                  For the period from November 1, 1998 to October 31, 1999, the
                  Company issued 7,398,367 shares of common stock at prices
                  ranging from $.02 to $.41 per share, totalling $610,062,
                  pursuant to Rule 144.

                  On December 15, 1998, the Company issued 100,000 shares of
                  common stock at $.04 for professional services totalling
                  $4,000.

                  On December 28, 1998, the Company issued 1,000,000 shares of
                  common stock at $.05 in settlement of debt totalling $50,000.

                  On July 23, 1999, the Company issued 2,500,000 shares of
                  common stock at $.04 for professional services totalling
                  $100,000.

                  During August 1999, the Company issued 2,296,645 shares of
                  common stock between $.05 and $1.00 for professional services
                  totalling $123,686.

                  On August 13, 1999, the Company issued 375,000 shares of
                  common stock at $.25 for director fees totalling $93,750.

                  On August 20, 1999, the Company issued 729,287 shares of
                  common stock between $.28 and $.35 in settlement of debt
                  totalling $207,250.

                  During September 1999, the Company issued 395,500 shares of
                  common stock between $.12 and $.50 in settlement of debt
                  totalling $91,625.

                  During September 1999, the Company issued 1,735,267 shares of
                  common stock between $.35 and $.50 for professional services
                  totalling $610,062.

                  On September 27, 1999, the Company issued 500,000 shares of
                  common stock at $.35 for consulting fees totalling $175,000.

                  During the Three Months Ended January 31, 2000:
                  ----------------------------------------------

                  During the three months ended January 31, 2000, the Company
                  sold 709,850 shares of common stock for $211,909.

                  During the three months ended January 31, 2000, the Company
                  issued 119,060 shares of common stock between $.25 and $.35
                  for consulting services totalling $34,050.

                  During the three months ended January 31, 2000, the Company
                  issued 50,000 shares of common stock at $1.00 for the
                  acquisition of Impact Pictures, Inc.


                                      F-11
<PAGE>

                  NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                JANUARY 31, 2000



NOTE  5 -         ACQUISITION

                  In January 2000, the Company completed the acquisition of 100%
                  of the common stock of Impact Pictures, Inc., a small
                  development-stage San Diego-based multi-media production firm,
                  for 50,000 shares of the Company's common shares, valued at
                  $50,000. The $50,000 was charged to operations, under the
                  caption "Acquired in-process research and development
                  expenses", during the three months ended January 31, 2000.

NOTE  6 -         COMMITMENTS AND CONTINGENCIES

                  The Company hired a television company to produce 26 episodes
                  of live music acts in 3-D. As of October 31, 1997, the Company
                  paid $1,515,563 to the television company. All 26 episodes
                  have yet to be completed as of October 31, 1998 in 3-D. Since
                  no revenues were recognized, the Company wrote-off the
                  accumulated project cost of $1,515,563 during the year ended
                  October 31, 1998.

                  The Company's projects under development stipulate royalty
                  payments which are based on percentages of revenue.

                  On January 3, 2000, the Company entered into an operating
                  lease for office space in San Diego, California. The lease
                  commences on February 1, 2000 and expires on January 2005. The
                  lease provides for a minimum annual rental of approximately
                  $54,000, with a 3% annual increase each year, starting on
                  February 1, 2001 and each year thereafter. Rent expense for
                  the three months ended January 31, 1999 and 2000 was $1,500
                  and $4,500, respectively.

                  PROPOSED MERGER

                  In September 1999, the Company entered into a merger agreement
                  with Astounding.com, Inc. The merger agreement provides for
                  the Company to issue 10,000,000 shares of its common stock for
                  all of the outstanding shares of Astounding. The closing of
                  the merger was subject to various conditions including the
                  receipt of a debt or equity financing of at least $1,000,000
                  and requisite shareholders approval.

                  During the three months ended January 31, 2000, the Company
                  terminated its previously announced merger with
                  Astounding.com, Inc. because certain conditions had not been
                  satisfied.

                  CONSULTING AGREEMENT

                  In September 1999, the Company entered into a consulting
                  agreement for financial advisory services. The agreement
                  provides for the Company to pay consulting fees of $2,500 per
                  month, plus out-of-pocket expenses for 10 months. In addition,
                  the Company shall issue to the consultant warrants to purchase
                  up to 350,000 shares of common stock at an exercise price of
                  $.60 per share. The warrants are exercisable provided certain
                  financial conditions are achieved and expire on September 23,
                  2003. As of January 31, 2000, no warrants were earned under
                  the agreement.

                                      F-12
<PAGE>

                 NEW VISUAL ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                JANUARY 31, 2000



NOTE  6 -         COMMITMENTS AND CONTINGENCIES (CONTINUED)

                  CONCENTRATION OF CREDIT RISK

                  For the year ended October 31, 1999, substantially all of the
                  net revenues were derived from three companies. At October 31,
                  1999 and January 31, 2000, no receivables were due from the
                  above customers.

NOTE  7 -         SUBSEQUENT EVENTS

                  ACQUISITION

                  In February 2000, the Company completed the acquisition of
                  100% of the common stock of New Wheel Technology, Inc. ("New
                  Wheel"), a development-stage California based, technology
                  company, for 2,000,000 restricted shares of New Visual common
                  stock. An additional 10,000,000 restricted shares of common
                  stock have been delivered to an escrow agent and will be
                  released to the New Wheel stockholders upon the achievement by
                  New Wheel of a technological development milestone. Additional
                  compensation would be paid to the New Wheel stockholders if
                  New Wheel's high speed digital transmission technology
                  generates revenues for the company in excess of $1 billion, or
                  if there is a sale of assets or stock, or a merger of New
                  Visual or any of its affiliates, in which the New Wheel
                  technology comprises at least 15% of the consideration. New
                  Wheel is presently working on developing a high speed digital
                  transmission technology over copper wire.

                  In connection with this acquisition, in February 2000, the
                  Company entered into two employment agreements for executive
                  services. The agreements provide for the Company to pay base
                  salaries of $208,000 each per annum and a bonus of $12,500
                  each upon execution of the agreement. The agreements expire on
                  September 14, 2000, with a renewal option between six months
                  and eleven months, based on certain milestones.



                                      F-13
<PAGE>

ITEM 2.               MANAGEMENT'S DISCUSSION AND ANALYSIS


GENERAL
-------

The following is a discussion and analysis of the results of operations of the
Company and should be read in conjunction with the Company's financial
statements and related notes contained in this Form 10-QSB.

Certain information contained in this Form 10-QSB may contain forward-looking
statements. The forward-looking statements are subject to certain risks and
uncertainties. Actual results could differ materially from current expectations.
Among the factors that could affect the Company's actual results and could cause
results to differ from those contained in the forward-looking statements
contained herein is the Company's ability to commercialize its technologies
successfully, which will be dependent on business, financial and other factors
beyond the Company's control, including, among others, market acceptance,
ability to manufacture on a large scale basis and at feasible costs, together
with all the risks inherent in the establishment of a new enterprise and the
marketing and manufacturing of new products.

PLAN OF OPERATION
-----------------

New Visual Entertainment, Inc. was founded with the mission to produce and
distribute high-impact 3D films for the growth oriented specialty venue markets,
such as theme parks, amusement parks, family entertainment centers and casinos.
The Company, through its proprietary technology, utilizes a low cost 3D
production and exhibition technology to compete in these markets. The Company
plans to use this proprietary technology to continue to produce high-quality,
cost effective 3D films and market them to venues not accessible to other 3D
systems and software providers due to cost prohibitiveness.

Through the use of this proprietary technology, the Company developed three new
feature films during 1998 and 1999. They were (1) "Wonder in Belize", an
underwater 3D film; (2) "Big Waves" in Hawaii; and (3) "A Day at the Beach", an
off-road and surfing lifestyle adventure. The Company also produced two
customer-driven productions in 1999: "Miss Hawaiian Tropic '99" for C3D, and
"Game On", a paintball film for JT USA.

With the production of the above films, the Company has strengthened its
position as a special venue content producer of 3D material. Additionally, it
has positioned itself to produce and distribute multi- media and alternative
format content for traditional and web-based consumption.

The Company's plan of operation for the 2000 fiscal year will consist of
activities aimed at:

o        Investigating and, if appropriate, pursuing definitive agreements for
         acquisitions believed by the Board to be consistent with the Company's
         plan to develop and distribute 3D content over a variety of traditional
         and new media (such as 3D films for special venues, computer software,
         videotape, television and Internet distribution).

o        Establishing strategic partnerships for the production, marketing,
         sales, licensing and other distribution of the Company's 3D content.

o        Developing new 3D content and otherwise expanding the Company's library
         of 3D material.

o        Acquiring additional studio production and editing equipment, cameras,
         lenses, and mobile theater transport equipment.


<PAGE>

PLAN OF OPERATION (CONTINUED)
-----------------

The Company believes, with the right strategic partnerships, it can function as
a full-scale production studio capable of financing, producing and distributing
3D and traditional content to multiple mass markets.

RESULTS OF OPERATIONS
---------------------

For the Three Months Ended January 31, 2000 vs. the Three Months Ended January
31, 1999
--------------------------------------------------------------------------------


REVENUES. There were no revenues for the three months ended January 31, 2000.
Revenues for the three months ended January 31, 1999 were approximately $15,473.

COSTS AND EXPENSES. Cost and expense includes amortization of project costs,
writedown of project costs, depreciation of property and equipment, compensatory
element of stock issuances, acquired in-process research and development
expenses, and selling, general and administrative costs. Total costs and
expenses increased from $275,000 for the three months ended January 31, 1999 to
$284,000 for the three months ended January 31, 2000. The increase was
principally related to the increase in compensatory element of stock issuances
and a $50,000 charge to earnings for acquired in-process research and
development costs.

NET LOSS. The net loss for the three months ended January 31, 2000 was
approximately $284,000, as compared to a net loss for the three months ended
January 31, 1999 of $260,000. The increase in net loss is due to the increase in
compensatory element of stock issuances and a $50,000 charge to earnings for
acquired in-process research and development costs.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Operations have been financed through private sales of common stock resulting in
net proceeds of approximately $212,000 and $37,000 for the three months ended
January 31, 2000 and January 31, 1999, respectively. In addition, during these
periods, a substantial portion of expenses were paid by the issuance of stock.

Net cash used by operating activities approximated $252,000 for the three months
ended January 31, 2000. Net cash used for operating activities for the three
months ended January 31, 2000 included $15,000 for new project production costs
and the funding of cash portions of selling, general and administrative costs of
$158,000, and reduction in accrued liabilities of $75,000. Net cash used by
operating activities for the three months ended January 31, 1999 approximated
$37,000. The Company's net loss of $260,000 and expenditures for new projects
costs of $86,000 were partially funded by an increase in accounts payable and
accrued liabilities of $225,000.

PROPOSED MERGER
---------------

In September 1999, the Company entered into a merger agreement with
Astounding.com, Inc. ("Astounding"). The merger agreement provides for the
Company to issue 10,000,000 shares of its common stock for all of the
outstanding shares of Astounding. The closing of the merger was subject to
various conditions including the receipt of a debt or equity financing of at
least $1,000,000 and requisite shareholder approval. During the three months
ended January 31, 2000, the Company terminated its previously announced merger
with Astounding because certain conditions had not been satisfied.

<PAGE>

ACQUISITIONS
------------

In January 2000, the Company completed the acquisition of 100% of the common
stock of Impact Pictures, Inc., a small development-stage San Diego-based
multi-media production firm, for 50,000 shares of the Company's common stock.

In February 2000, the Company completed the acquisition of 100% of the common
stock of New Wheel Technology, Inc. ("New Wheel"), a development-stage
California based technology company, for 2,000,000 restricted shares of New
Visual's common stock. An additional 10,000,000 restricted shares of common
stock have been delivered to an escrow agent and will be released to the New
Wheel stockholders upon the achievement by New Wheel of a defined technological
development milestone. New Wheel is presently working on developing a high speed
digital transmission technology over copper wire.

GOING-CONCERN CONSIDERATION
---------------------------

The Company has continued losses in each of its years of operation, negative
cash flow and liquidity problems. These conditions raise substantial doubt about
the consolidated Company's ability to continue as a going-concern. The
accompanying consolidated financial statements do not include any adjustments
relating to the recoverability of reported assets or liabilities should the
Company be unable to continue as a going-concern.

The Company has been able to continue based upon the financial support of
certain of its stockholders and the continued existence of the Company is
dependent upon this support and its ability to acquire assets by the issuance of
stock. Management's plans in this regard are to receive the continued support of
the stockholders and/or to obtain other financing until profitable operation and
positive cash flow are achieved and maintained. There can be no guarantee that
the stockholders will provide this support.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
----------------------------------------------

In March 1998, the American Institute of Certified Public Accountants issued SOP
98-1, "Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use," which revises the accounting for software development costs and
will require the capitalization of certain costs. The adoption of SOP 98-1 did
not have an effect on the Company's financial position or net income.




<PAGE>


                          PART II -- OTHER INFORMATION.



Item 1.           Legal Proceedings.

                  Not applicable.


Item 2.           Changes in Securities and Use of Proceeds.

                  Not applicable.


Item 3.           Defaults Upon Senior Securities.

                  Not applicable.


Item. 4.          Submission of Matters to a Vote of Security Holders.

                  Not applicable.


Item 5.           Other Information.

                  Not applicable.

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

                  (a)      Exhibits.

                           Not applicable.

                  (b)      Reports on Form 8-K.

                           None.

Item 27.          Financial Data Schedule (2)

----------------

(2) Filed herewith


<PAGE>



         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.




Dated:    March 16, 2000

                                             NEW VISUAL ENTERTAINMENT, INC.
                                             (Registrant)





                                             /s/ Ray Willenberg, Jr.
                                             -----------------------------------
                                             President