<PAGE>   1
                                                Registration No.


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         NEW VISUAL ENTERTAINMENT, INC.

            (Exact name of registrant as specified in its charter)

           Utah                                              95-4545704
-------------------------------                          -------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)
                                          
5737 Pacific Center Blvd., Suite A                              92121
----------------------------------                              -----
 (Address of Principal Offices)                               (Zip Code)


         NEW VISUAL ENTERTAINMENT, INC. NONSTATUTORY STOCK OPTION PLAN
         -------------------------------------------------------------
                            (Full Title of the Plan)

                               Ray Willenberg, Jr.
                       5737 Pacific Center Blvd., Suite A
                           San Diego, California 92121
                     ---------------------------------------
                     (Name and address of agent for service)

                                (619) 657-9777
                       ---------------------------------
                       (Telephone number, including area
                           code, of agent for service)

      Approximate date of commencement of proposed sale to the public: Upon
exercise of the options granted under the Stock Option Plan, but in no event
prior to the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                              PROPOSED    PROPOSED
TITLE OF                      MAXIMUM     MAXIMUM
SECURITIES      AMOUNT        OFFERING    AGGREGATE      AMOUNT OF
TO BE           TO BE         PRICE PER   OFFERING       REGISTRATION
REGISTERED      REGIST.(1)    SHARE       PRICE          FEE(2)
----------------------------------------------------------------------
<S>            <C>          <C>        <C>             <C>      
Common Stock,
$.001 par
issuable upon
exercise of
options         5,000,000     $.6875     $3,437,500.00   $1,185.34
----------------------------------------------------------------------
</TABLE>

<PAGE>   2




      (1) The aggregate amount of securities registered hereunder is for shares
of Common Stock which have been authorized and reserved for issuance under the
Plan. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, this Registration Statement covers such additional shares of common
stock to be offered or issued to prevent dilution as a result of future stock
splits, stock dividends or similar transactions.


      (2) The fee with respect to these shares has been calculated pursuant to
Rules 457(h) and 457(c) under the Securities Act of 1933, as amended, and based
upon the average of the bid and ask prices per share of the Registrant's Common
Stock on a date within five (5) days prior to the date of filing of this
Registration Statement, as reported by the American Stock Exchange.




<PAGE>   3






                                EXPLANATORY NOTE

      This Registration Statement on Form S-8 relates to the registration of
5,000,000 shares of Common Stock of the Company issuable upon the exercise of
options granted and to be granted under the Company's 1997 Nonstatutory Stock
Option Plan ("Plan").


<PAGE>   4




                                     PART I


      The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended, and are incorporated herein by
reference.

ITEM 1.     PLAN INFORMATION.

            Plan Description for 1997 Nonstatutory Incentive Stock Option Plan
            (the "Plan"), dated February 3, 1997.

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

            The written statement required to be provided to participants
      pursuant to this Item is set forth in the Plan Description referenced in
      Item 1 above.


<PAGE>   5




                                     PART II


                   INFORMATION NOT REQUIRED IN PROSPECTUSES

ITEM 3.  Incorporation of Documents by Reference.

      The following documents are incorporated in this Prospectus by reference
and made a part hereof:

        (a)     The Company's Annual Report on Form 10-KSB for the fiscal year
                ended October 31, 1996;

        (b)     The Company=s Quarterly Report on Form 10-QSB for the quarter(s)
                ended January 31, 1997.

        (c)     All other reports filed by the registrant pursuant to sections
                13(a) or 15(d) of the Securities Exchange Act of 1934 since the
                end of the fiscal year covered by the 10-KSB referred to in (a)
                above.

      In addition, all documents filed by the Company pursuant to Sections 13 or
14 of the Securities Exchange Act of 1934, as amended, subsequent to the end of
the fiscal year which indicates that all securities offered hereby have been
sold and to deregister all securities remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.

ITEM 4.  Description of Securities.

      Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel.

      Not Applicable.

ITEM 6.  Indemnification of Directors and Officers.

      Pursuant to the Company's certificate of incorporation and by-laws, the
Company shall indemnify its directors, officers, employees and agents to the
full extent permissible under the General Corporation Law of the State of Utah,
as effective from time to time, or any other applicable law.

      Under the Utah General Corporation Law, the Company has the power to
indemnify directors, officers, employees and agents under certain prescribed
circumstances against expenses (including attorney's fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred in connection
with any action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director, officer, employee, or agent of the Company if it
<PAGE>   6

is determined that he acted in accordance with the applicable standard of
conduct set forth in such statutory provisions.


<PAGE>   7


      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy.

      The Company's certificate of incorporation and by-laws provide that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of his or her fiduciary duty as a
director, except (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
paying a dividend or approving a stock repurchase which was illegal under
section 174 of the Utah General Corporation Law; or (iv) for any transaction
from which the director derived an improper benefit.

ITEM 7.  Exemption From Registration Claimed.

      Not Applicable.

ITEM 8.  Exhibits.

Number            Description
------            -----------

4           

                  New Visual Entertainment, Inc. 1997 Nonstatutory Stock Option
                  Plan

5                 Consent and Opinion of Law Firm of G. David Gordon &
                  Associates, P.C.

23.1              Reference is made to Exhibit 5

23.2              Consent of BDO Seidman, LLP

ITEM 9.  Undertakings.

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
      post-effective amendment to this registration statement:


<PAGE>   8






            (a)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933, as amended.

            (b)   To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement; and

            (c)   To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement.

      Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-8 and the information required to be
included in a post-effective amendment by this paragraph is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended, that are incorporated by
reference in the registration statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information 

<PAGE>   9

required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered, to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

      (6) To deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given, a copy of the registrant's
annual report to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the registration
shall state in the prospectus that it will promptly furnish, without charge, a
copy of such report on written request of the employee. If the last year of the
registrant has ended within 120 days prior to the use of the prospectus, the
annual report of the registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.

      (7) To transmit or cause to be transmitted to all employees participating
in the Plans who do not otherwise receive such material as stockholders of the
registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.


<PAGE>   10


                                   SIGNATURES


      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Phil Kueber and Ray Willenberg, Jr., and each of
them, as his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments to this
Registration Statement (including post-effective amendments) and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents and each of them full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, to all intents and purposes and as fully as they might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.


<PAGE>   11




      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


Signature               Title                          Date
---------               -----                          ----

/s/ Phil Kueber
----------------------  President                      March 28, 1997
Phil Kueber             and Director

/s/ Ray Willenberg
----------------------  Secretary                      March 28, 1997
Ray Willenberg, Jr.     and Director

/s/ Frank DeMille
----------------------  Director                       March 28, 1997
Frank DeMille




<PAGE>   12

                                                     Registration No.___________



================================================================================






                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


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


                                    Exhibits

                                       To

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933



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






                         NEW VISUAL ENTERTAINMENT, INC.





================================================================================







<PAGE>   13




                                    EXHIBITS



<TABLE>
<CAPTION>
Number                  Description
------                  -----------
<S>                    <C>                    
4                       New Visual Entertainment, Inc. 1997 Nonstatutory Stock
                        Option Plan

5                       Consent and Opinion of Law Firm of G. David Gordon &
                        Associates, P.C.

23.1                    Reference is made to Exhibit 5

23.2                    Consent of BDO Seidman, LLP
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16636}]
{"company-data": {"conformed-name": "NEW VISUAL ENTERTAINMENT", "cik": "0001026595", "assigned-sic": "7830", "irs-number": "954543704", "state-of-incorporation": "UT", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24447", "film-number": "97573873"}, "business-address": {"street1": "5737 PACIFIC CENTER BLVD", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6196579777"}, "mail-address": {"street1": "5737 PACIFIC CENTER BLVD", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
1
                                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         NEW VISUAL ENTERTAINMENT, INC.

            (Exact name of registrant as specified in its charter)

           Utah                                              95-4545704
-------------------------------                          -------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)
                                          
5737 Pacific Center Blvd., Suite A                              92121
----------------------------------                              -----
 (Address of Principal Offices)                               (Zip Code)

         NEW VISUAL ENTERTAINMENT, INC. NONSTATUTORY STOCK OPTION PLAN
         -------------------------------------------------------------
                            (Full Title of the Plan)

                               Ray Willenberg, Jr.
                       5737 Pacific Center Blvd., Suite A
                           San Diego, California 92121
                     ---------------------------------------
                     (Name and address of agent for service)

                                (619) 657-9777
                       ---------------------------------
                       (Telephone number, including area
                           code, of agent for service)

      Approximate date of commencement of proposed sale to the public: Upon
exercise of the options granted under the Stock Option Plan, but in no event
prior to the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
PROPOSED    PROPOSED
TITLE OF                      MAXIMUM     MAXIMUM
SECURITIES      AMOUNT        OFFERING    AGGREGATE      AMOUNT OF
TO BE           TO BE         PRICE PER   OFFERING       REGISTRATION
REGISTERED      REGIST.(1)    SHARE       PRICE          FEE(2)
----------------------------------------------------------------------
Common Stock,
$.001 par
issuable upon
exercise of
options         5,000,000     $.6875     $3,437,500.00   $1,185.34
----------------------------------------------------------------------
2

      (1) The aggregate amount of securities registered hereunder is for shares
of Common Stock which have been authorized and reserved for issuance under the
Plan. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, this Registration Statement covers such additional shares of common
stock to be offered or issued to prevent dilution as a result of future stock
splits, stock dividends or similar transactions.

      (2) The fee with respect to these shares has been calculated pursuant to
Rules 457(h) and 457(c) under the Securities Act of 1933, as amended, and based
upon the average of the bid and ask prices per share of the Registrant's Common
Stock on a date within five (5) days prior to the date of filing of this
Registration Statement, as reported by the American Stock Exchange.
3

                                EXPLANATORY NOTE

      This Registration Statement on Form S-8 relates to the registration of
5,000,000 shares of Common Stock of the Company issuable upon the exercise of
options granted and to be granted under the Company's 1997 Nonstatutory Stock
Option Plan ("Plan").
4

                                     PART I

      The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended, and are incorporated herein by
reference.

ITEM 1.     PLAN INFORMATION.

            Plan Description for 1997 Nonstatutory Incentive Stock Option Plan
            (the "Plan"), dated February 3, 1997.

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

            The written statement required to be provided to participants
      pursuant to this Item is set forth in the Plan Description referenced in
      Item 1 above.
5

                                     PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUSES

ITEM 3.  Incorporation of Documents by Reference.

      The following documents are incorporated in this Prospectus by reference
and made a part hereof:

        (a)     The Company's Annual Report on Form 10-KSB for the fiscal year
                ended October 31, 1996;

        (b)     The Company=s Quarterly Report on Form 10-QSB for the quarter(s)
                ended January 31, 1997.

        (c)     All other reports filed by the registrant pursuant to sections
                13(a) or 15(d) of the Securities Exchange Act of 1934 since the
                end of the fiscal year covered by the 10-KSB referred to in (a)
                above.

      In addition, all documents filed by the Company pursuant to Sections 13 or
14 of the Securities Exchange Act of 1934, as amended, subsequent to the end of
the fiscal year which indicates that all securities offered hereby have been
sold and to deregister all securities remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.

ITEM 4.  Description of Securities.

      Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel.

      Not Applicable.

ITEM 6.  Indemnification of Directors and Officers.

      Pursuant to the Company's certificate of incorporation and by-laws, the
Company shall indemnify its directors, officers, employees and agents to the
full extent permissible under the General Corporation Law of the State of Utah,
as effective from time to time, or any other applicable law.

      Under the Utah General Corporation Law, the Company has the power to
indemnify directors, officers, employees and agents under certain prescribed
circumstances against expenses (including attorney's fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred in connection
with any action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director, officer, employee, or agent of the Company if it
6

is determined that he acted in accordance with the applicable standard of
conduct set forth in such statutory provisions.
7

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy.

      The Company's certificate of incorporation and by-laws provide that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of his or her fiduciary duty as a
director, except (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
paying a dividend or approving a stock repurchase which was illegal under
section 174 of the Utah General Corporation Law; or (iv) for any transaction
from which the director derived an improper benefit.

ITEM 7.  Exemption From Registration Claimed.

      Not Applicable.

ITEM 8.  Exhibits.

Number            Description
------            -----------

4           

                  New Visual Entertainment, Inc. 1997 Nonstatutory Stock Option
                  Plan

5                 Consent and Opinion of Law Firm of G. David Gordon &
                  Associates, P.C.

23.1              Reference is made to Exhibit 5

23.2              Consent of BDO Seidman, LLP

ITEM 9.  Undertakings.

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
      post-effective amendment to this registration statement:
8

            (a)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933, as amended.

            (b)   To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement; and

            (c)   To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement.

      Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-8 and the information required to be
included in a post-effective amendment by this paragraph is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended, that are incorporated by
reference in the registration statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information
9

required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered, to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

      (6) To deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given, a copy of the registrant's
annual report to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the registration
shall state in the prospectus that it will promptly furnish, without charge, a
copy of such report on written request of the employee. If the last year of the
registrant has ended within 120 days prior to the use of the prospectus, the
annual report of the registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.

      (7) To transmit or cause to be transmitted to all employees participating
in the Plans who do not otherwise receive such material as stockholders of the
registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
10

                                   SIGNATURES

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Phil Kueber and Ray Willenberg, Jr., and each of
them, as his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments to this
Registration Statement (including post-effective amendments) and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents and each of them full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, to all intents and purposes and as fully as they might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
11

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature               Title                          Date
---------               -----                          ----

/s/ Phil Kueber
----------------------  President                      March 28, 1997
Phil Kueber             and Director

/s/ Ray Willenberg
----------------------  Secretary                      March 28, 1997
Ray Willenberg, Jr.     and Director

/s/ Frank DeMille
----------------------  Director                       March 28, 1997
Frank DeMille
12

                                                     Registration No.___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    Exhibits

                                       To

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

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

                         NEW VISUAL ENTERTAINMENT, INC.

================================================================================
13

                                    EXHIBITS
Number                  Description
------                  -----------
4                       New Visual Entertainment, Inc. 1997 Nonstatutory Stock
                        Option Plan

5                       Consent and Opinion of Law Firm of G. David Gordon &
                        Associates, P.C.

23.1                    Reference is made to Exhibit 5

23.2                    Consent of BDO Seidman, LLP