(6) Citizenship U.S.A.
--------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 1,778,280
Beneficially owned (8) Shared Voting Power 0
by each reporting (9) Sole Dispositive Power 1,778,280
person with: (10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 1,778,280
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares*
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 7.2%
--------------------------------------------------------------------------------
(14) Type of Reporting Person* IN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS
Page 2 of 6 Pages
CUSIP NO. 649099207
SCHEDULE 13D
AMENDMENT NO. 1
Filed Pursuant to Rule 13d-1
ITEM 1. SECURITY AND ISSUER.
This Statement ("Statement") is filed by Raymond Franklin Willenberg,
Jr. (the "Reporting Person") relating to shares of Common Stock, $.001 par value
per share (the "Common Stock"), of New Visual Entertainment, Inc. (the "Issuer"
or the "Company"). The Issuer has its principal executive offices located at
5920 Friars Road, Suite 104, San Diego, California 92108.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(b) This Statement is filed by Ray Willenberg, Jr., an individual
resident of the State of California, as the Reporting Person. The business
address and principal office address of the Reporting Person is 5920 Friars
Road, Suite 104, San Diego, California 92108.
(c) The Reporting Person is the Chief Executive Officer and a Director
of the Issuer.
(d)-(e) During the last five (5) years, the Reporting Person has not
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) nor was the Reporting Person a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction such that, as a
result of such proceeding, the Reporting Person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All share amounts below have been adjusted to give effect to a 1-for-4
reverse stock split effected by the Company in June 2000.
STOCK AWARD. On November 30, 1999, the Board of Directors of the
Company (the "Board") issued 562,500 shares of its Common Stock to the Reporting
Person as compensation in consideration of the Reporting Person's services as
the President and a Director of the Company.
STOCK OPTIONS. On February 11, 2000, the Board granted to the Reporting
Person options to acquire 750,000 shares of its Common Stock. The exercise price
for the options is $4.00 per share. The options vest in four equal annual
installments of 187,500 shares commencing February 11, 2000 and expire February
11, 2010. On March 5, 2001, the Board granted the Reporting Person options to
acquire 20,000 shares of its Common Stock in consideration of the Reporting
Person's services as an employee and director of the Company. The exercise price
for the options is $3.92 per share. The options vest in four equal annual
installments of 5,000 shares, commencing on March 5, 2001 and expire March 5,
2011. The Reporting Person anticipates that if he exercises the options as
described herein, he will use personal funds to satisfy the exercise price.
Page 3 of 6 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person's present intent is to hold the Common Stock owned
by him for investment purposes only. Additionally, the Reporting Person
presently anticipates that any shares of Common Stock to be acquired by him upon
exercise of stock options shall be acquired for investment purposes only.
Whether the Reporting Person purchases any additional shares of Common Stock or
exercises his option to acquire shares of Common Stock, and the amount, method
and timing of any such purchase or exercise, will depend upon the Reporting
Person's continuing assessment of pertinent factors, including, among other
things, the availability of such shares for purchase or acquisition at
acceptable price levels and/or upon acceptable terms; the business and prospects
of the Reporting Person and the Issuer and other business and investment
opportunities available to the Reporting Person; economic conditions; money
market and stock market conditions; the attitude and actions of other
stockholders of the Issuer; the availability and nature of opportunities to
dispose of Common Stock; the availability of funds or financing for additional
purchases; regulatory and other legal considerations; and other plans and
requirements of the Reporting Person. Depending upon his assessment of these
factors from time to time, the Reporting Person may elect to acquire additional
shares of Common Stock (by means of privately negotiated purchases of shares,
market purchases, option exercises or otherwise) or to dispose of some or all of
the Common Stock beneficially owned by him. However, neither the timing nor the
circumstances of future acquisitions or dispositions has been determined at the
date hereof. The Reporting Person intends to exercise his rights as a
shareholder to vote for or against any matter in accordance with his best
interests.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of Common Stock that may be deemed
to be beneficially owned by the Reporting Person as of the date of filing this
Statement is shares 1,778,280, constituting approximately 7.2% of the
outstanding Common Stock of the Issuer. This includes (i) 380,000 Common Stock
that the Reporting Person has the right to acquire within sixty days pursuant to
the exercise of the options described in Item 3 above.
(b) The aggregate number of shares of Common Stock over which the
Reporting Person has sole voting power is 1,778,280 shares.
Page 4 of 6 Pages
The aggregate number of shares of Common Stock over which the Reporting
Person has the sole dispositive power is 1,778,280 shares. This includes 380,000
shares of Common Stock that the Reporting Person has the right to acquire within
sixty days pursuant to the exercise of the options described in Item 3 above.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 5 of 6 Pages
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: March 27, 2001
By: /S/ RAYMOND FRANKLIN WILLENBERG, JR.
------------------------------------
Raymond Franklin Willenberg, Jr.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S. C. 1001).
Excel - Greg
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