UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2001 |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _______ to _________ Commission file number 0-13245 New York Film Works, Inc. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) New York 13-3051895 - --------------------------------- --------------------------------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 928 Broadway, New York, New York 10010 ---------------------------------------- (Address of principal executive offices) (212) 475 - 5700 --------------------------- (Issuer's telephone number) -------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes |_| No |_| Not Applicable |X| - - Securities have not been distributed. The number of shares outstanding of the issuer's common stock, par value $.001 per share, as of April 2, 2001 was 83,500,000. Transitional Small Business Disclosure Format (Check One): Yes |_| No |X| NEW YORK FILM WORKS, INC. Index Financial Statements PART I. FINANCIAL INFORMATION Page No. Item 1. Financial Statements: Consolidated Balance Sheets as of January 31, 2001 (Unaudited) and October 31, 2000 4 Consolidated Statements of Operations for the Three Months Ended January 31, 2001 (Unaudited) and January 31, 2000 6 Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2001 and 2000 (Unaudited) 7 Consolidated Statement of Shareholders' Equity (Unaudited) 8 Notes to Consolidated Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial 10 Condition and Results of Operations PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 2 NOTE CONCERNING FORWARD-LOOKING STATEMENTS Certain statements contained in this Quarterly Report on Form 10-QSB that are not statements of historical fact constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. See Part I, Item 2 "Management's Discussion and Analysis and Results of Operation" for additional information and factors to be considered with respect to forward-looking statements. PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The accompanying interim unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included, and the disclosures are adequate to make the information presented not misleading. Operating results for the three months ended January 31, 2001, are not necessarily indicative of the results that may be expected for the year ended October 31, 2001. These statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-KSB (filed with the Securities and Exchange Commission) for the year ended October 31, 2000. 3 NEW YORK FILM WORKS, INC. Consolidated Balance Sheets ASSETS January 31, 2001 October 31, 2000 (Unaudited) ---------------- ---------------- Current Assets: Cash and Cash Equivalents - Note 1 $ 158,602 $ 197,326 Accounts Receivable-Net 124,245 128,415 Inventory - Note 1 13,406 13,495 Prepaid Expenses 4,555 2,388 Prepaid Insurance 7,787 5,711 ---------- ---------- Total Current Assets 308,595 347,335 ========== ========== Property, Plant and Equipment: Machinery and Equipment - Net 1,733,446 1,727,445 Furniture and Fixtures 189,048 189,048 Leasehold Improvements 436,180 436,180 ---------- ---------- Total 2,358,674 2,352,673 Less: Accumulated Depreciation 2,242,071 2,242,069 ---------- ---------- Property, Plant and Equipment - Net 116,603 110,604 Other Assets: Security Deposits 32,058 32,058 ---------- ---------- Total Assets $ 457,256 $ 489,997 ========== ========== 4 NEW YORK FILM WORKS, INC. Consolidated Balance Sheets LIABILITIES AND SHAREHOLDERS' EQUITY January 31, 2001 October 31, 2000 (Unaudited) ---------------- ---------------- Current Liabilities: Accounts Payable 9,992 21,403 Accrued Expenses & Taxes 27,905 35,972 ----------- ----------- Total Current Liabilities 37,897 57,375 =========== =========== Stockholders' Equity: Common Stock - $.001 Par Value 120,000,000 Shares Authorized; 83,500,000 Shares Issued and Outstanding 83,500 83,500 Capital in Excess of Par 3,260,558 3,260,558 Retained Earnings (Deficit) (2,924,699) (2,911,436) ----------- ----------- Total Shareholders' Equity 419,359 432,622 Total Liabilities and Shareholders' Equity $ 457,256 $ 489,997 =========== =========== 5 NEW YORK FILM WORKS, INC. Consolidated Statement of Operations Three Months Ended January 31, 2001 January 31,2000 (Unaudited) ---------------- --------------- Sales $ 345,043 $ 303,622 Cost of Sales 203,454 205,529 ------------ ------------ Gross Profit 141,588 98,093 Operating Expenses: Selling and Shipping 39,849 27,674 General and Administrative 115,002 113,191 ------------ ------------ Total Operating Expenses 154,851 140,865 ------------ ------------ Net Income (Loss) from Operations $ (13,263) $ (42,772) ============ ============ Earnings (Loss) before Income tax $ (13,263) $ (42,772) Income Tax 0 0 ------------ ------------ Net Income (Loss) $ (13,263) $ (42,772) ============ ============ Earnings Per Share $ 0.00 $ 0.00 Weighted Average Number of Shares 83,500,000 83,500,000 6 NEW YORK FILM WORKS, INC. Consolidated Statement Of Cash Flows (Unaudited) Three Months Ended January 31, 2001 January 31,2000 ----------------- --------------- Cash flows from operations $ (13,263) $ (49,622) Increase (Decrease) in Cash Accounts Receivable 4,170 30,306 Inventory 89 (888) Prepaid Expenses (2,167) 1,844 Prepaid Insurance (2,076) 74 Accounts Payable (11,411) 21,566 Notes Payable 21,412 Accrued Expenses (8,067) 12,255 Stockholders Loans (28,458) Cash flows from investing activities Purchase of Property and Equipment (5,999) (3,248) --------- --------- Increase (Decrease in Cash) (38,724) 5,241 Cash beginning of period 197,326 167,169 --------- --------- Cash end of period $ 158,602 $ 172,410 ========= ========= 7 NEW YORK FILM WORKS, INC. Statement of Shareholders' Equity (Unaudited) From November 1, 1997 to January 31, 2001 Capital in Retained Total Common Excess Earnings Shareholders' Stock of Par (Deficit) Equity -------- ------ ----------- ----------- $ $ $ $ Balance - November 1, 1998 83,500 3,260,558 (3,057,454) 286,604 Net Income (Loss) Y/E 10-31-99 106,620 106,620 ---------- ---------- Balance - October 31, 1999 83,500 3,260,558 (2,950,834) 393,224 Net Income and Adj Y/E 39,398 39,398 ---------- ---------- Balance - October 31, 2000 83,500 3,260,558 (2,911,436) 432,622 Net Loss - 3 mos January 31,2001 (13,263) (13,263) Balance - January 31, 2001 83,500 3,260,558 (2,924,699) 419,359 ---------- ---------- 8 NEW YORK FILM WORKS, INC. NOTES TO FINANCIAL STATEMENTS JANUARY 31, 2000 (Unaudited) Note 1: Summary of Significant Accounting Policies Description of Business: The Company provides film processing services principally for the professional photographic market and the Company operates a full service color lab. This summary of the major accounting policies of New York Film Works, Inc. is provided to assist the reader in evaluating the financial statements of the Company. Cash and Cash Equivalents: The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Inventory: Inventory, which consists of supplies and raw materials, is stated at the lower of cost or market, on a first-in, first-out basis. Property, Plant and Equipment: Property, plant and equipment is stated at cost. Additions, renewals and improvements, unless of relatively minor amounts, are capitalized. Expenditures for maintenance and repairs are expensed as incurred. The cost of property and equipment retired or sold, together with the related accumulated depreciation, is removed from the appropriate asset and depreciation accounts and the resulting gain or loss is included in the statement of income. Depreciation: For financial reporting, depreciation and amortization are provided on the straight-line method over the following estimated useful lives. Leasehold Improvements.................. 10 Years Machinery and Equipment................. 7 Years Furniture and Fixtures.................. 7 Years Income Taxes: Investment credits are accounted for under the flow-through method. Under this method, credits are recognized as a reduction of income tax expense in the year in which the credits are utilized for tax purposes. Note 2: Income Taxes. The Company has sustained operating losses since inception and loss carry forwards and investment tax credits will be used to reduce future provisions for income taxes. The Company has available net operating loss carry forwards of $2,482,348. Note 3: Bankruptcy. The Company entered into bankruptcy under Chapter 11 of Federal Bankruptcy Laws 8/25/92. The Company was discharged from Chapter 11 of federal bankruptcy 8/2/96. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion of the financial condition and results of operation of our Company should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere herein. Discussion of Financial Condition and Results of Operations Results of Operations - Three Months ended January 31, 2001 and 2000 Total Sales include the selling price of the products and services sold by us. Total Sales for our quarter ended January 31, 2001 were $345,043 as compared to sales of $303,622 for the quarter ended January 31, 2000. The demand for our products and services increased slightly by approximately $41,421. Nearly all of our sales were generated by sales to professional photographers, film dealers and photographic editors of magazines and periodicals. No single customer accounted for 10% or more of our sales revenues. The Cost of Sales decreased slightly to $203,454 for the quarter ended January 31, 2001 from $205,529 for the quarter ended January 31, 2000. Our General and Administrative Expenses consist of payroll, executive and administrative personnel expenses and other general corporate related expenses. Our General and Administrative Expenses have increased by $1,811 from $113,191 for the quarter ended January 31, 2000 to $115,002 for the quarter ended January 31, 2001. Our Selling and Shipping Expenses, increased by $12,175 from $27,674 for the quarter ended January 31, 2000 to $39,849 for the quarter ended January 31, 2001 due primarily to the costs and expenses associated with selling and shipping our products. We expect that the foregoing expenses will continue to increase if we are able to expand our customer and account base. Liquidity and Capital Resources At January 31, 2001 our Company's Cash and Cash Equivalents were $158,602 compared to $197,326 at October 31, 2000. Our Company had working capital of $270,698 for the quarter ended January 31, 2001 compared to working capital of $289,960 at October 31, 2000. We believe we have sufficient cash resources and working capital requirements for the balance of the current fiscal year. However, any projections of future cash needs is subject to substantial uncertainty. We finance our operations primarily with existing capital and funds generated from operations. 10 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. o Statement re: computation of per share earnings - Exhibit 11 (b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter ended January 31, 2001. 11 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 3, 2001 NEW YORK FILM WORKS, INC. By: /s/ Michael V. Cohen -------------------------- Michael V. Cohen, President 12