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 April 30, 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 of (IRS Employer incorporation or organization) Identification No.) 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 June 8, 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: Balance Sheets as of April 30, 2001 (unaudited) and October 31, 2000 4 Statement of Profit and Loss for the Three Months Ended and Six Months Ended April 30, 2001 (unaudited) and April 30, 2000 6 Statement of Cash Flows for the Six Months Ended April 30, 2001 and 2000 (unaudited) 7 Statement of Shareholders' Equity for the Period Ended April 30, 2001 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 six months ended April 30, 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. Balance Sheets as of April 30, 2001 (unaudited) and October 31, 2000 ASSETS April 30, 2001 October 31, 2000 -------------- ---------------- Current Assets: Cash and Cash Equivalents - Note 1 $ 153,558 $ 197,326 Accounts Receivable-Net 117,841 128,415 Inventory - Note 1 14,453 13,495 Prepaid Expenses 3,113 2,388 Prepaid Insurance 3,453 5,711 ---------- ---------- Total Current Assets 292,418 347,335 Property, Plant and Equipment: Machinery and Equipment -Net 1,740,947 1,727,445 Furniture and Fixtures 189,048 189,048 Leasehold Improvements 436,180 436,180 ---------- ---------- Total 2,366,175 2,352,673 Less: Accumulated Depreciation 2,242,069 2,242,069 ---------- ---------- Property, Plant and Equipment - Net 124,106 110,604 Other Assets: Security Deposits 31,918 32,058 ---------- ---------- Total Assets $ 448,442 $ 489,997 ---------- ---------- 4 NEW YORK FILM WORKS, INC. Balance Sheets as of April 30, 2001 (unaudited) and October 31, 2000 LIABILITIES AND SHAREHOLDERS' EQUITY April 30, 2001 October 31, 2000 -------------- ---------------- Current Liabilities: Accounts Payable 20,125 21,403 Accrued Expenses & Taxes 31,370 35,972 ---------- ---------- Total Current Liabilities 51,495 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) (2,947,111) (2,911,436) ---------- ---------- Total Shareholders' Equity 396,947 432,622 Total Liabilities and Shareholders' Equity 448,442 489,997 ---------- ---------- 5 NEW YORK FILM WORKS, INC. Statement of Profit and Loss 3 mo ended 6 mo ended 3 mo ended 6 mo ended Apr 30, 2001 Apr 30, 2001 Apr 30, 2000 Apr 30, 2000 ------------ ------------ ------------ ------------ Sales 302,443 647,486 345,794 649,416 Cost of Sales 199,472 402,927 204,703 410,232 ------------ ------------ ------------ ------------ Gross Profit 102,971 244,559 141,091 239,184 Operating Expenses: Selling and Shipping 28,944 68,793 25,834 53,508 General and Admin 96,439 211,441 155,594 268,785 ------------ ------------ ------------ ------------ Total Operating Expenses 125,383 280,233 181,428 322,293 ------------ ------------ ------------ ------------ Net Income (Loss) from Operations $ (22,412) $ (35,675) $ (40,337) $ (83,109) ------------ ------------ ------------ ------------ Earnings(Loss) before tax $ (22,412) $ (35,675) $ (40,337) $ (83,109) Income Tax 0 0 0 0 ------------ ------------ ------------ ------------ Net Income (Loss) $ (22,412) $ (35,675) $ (40,337) $ (83,109) Earnings Per Share 0.00 0.00 0.00 0.00 Weighted Average Number of Shares 83,500,000 83,500,000 83,500,000 83,500,000 6 NEW YORK FILM WORKS, INC Statement of Cash Flows Six months ended April 30, 2001 and April 30, 2000 April 30, April 30, 2001 2000 --------- --------- Cash flows from operations (35,675) (89,958) Increase (Decrease) in Cash Accounts Receivable 10,574 884 Inventory (958) (1,044) Prepaid Expenses (725) 6,298 Prepaid Insurance 2,258 3,761 Security Deposits 140 -0- Notes Payable -0- 12,790 Accounts Payable (1,278) 9,575 Accrued Expenses (4,602) 5,837 Stockholders Loans -0- (28,458) Cash flows from investing activities: Purchase of Property and Equipment (13,502) (25,907) --------- --------- Increase (Decrease in Cash) (43,768) (106,222) Cash beginning 197,326 167,169 --------- --------- Cash end $ 153,558 $ 60,947 --------- --------- 7 NEW YORK FILM WORKS, INC. Statement of Shareholders' Equity From November 1, 1998 to April 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 -6 mos April 30, 2001 (35,675) (35,675) Balance - April 30, 2001 83,500 3,260,558 (2,947,111) 396,947 ---------- ---------- ---------- ---------- 8 NEW YORK FILM WORKS, INC. Notes to Financial Statements April 30, 2001 Note 1: Summary of Significant Accounting Policies Description of Business: The Company provides full service film processing services principally for the professional photographic market. 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 $2,532,839. 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 and Six Months ended April 30, 2001 and 2000 Total Sales include the selling price of the products and services sold by us. Total Sales for the three months ended April 30, 2001 were $302,443 as compared to sales of $345,794 for the corresponding period ended April 30, 2000. The demand for our products and services decreased by $43,351. Total Sales for the six month period ended April 30, 2001 decreased slightly by $1,930 from the corresponding period ended April 30, 2000; thus Total Sales for the current six month period were $647,486 as compared to Total Sales of $649,416 for the six months ended April 30, 2000. 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 to $199,472 for the three months ended April 30, 2001 as compared to the reported Cost of Sales of $204,703 for the corresponding period ended April 30, 2000. During the six months ended April 30, 2001, Cost of Sales decreased by approximately $7,305 from the corresponding period ended April 30, 2000; thus Cost of Sales for the current six month period were $402,927 as compared to Cost of Sales of $410,232 for the six months ending April 30, 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 decreased by $59,155 from $155,594 for the three months ended April 30, 2000 to $96,439 for the three months ended April 30, 2001. General and Administrative Expenses for the six months ended April 30, 2001 decreased to $211,441 from $268,785 for the six months ended April 30, 2000. Our Selling and Shipping Expenses, increased by $3,110 from $25,834 for the three months ended April 30, 2000 to $28,944 for the three months ended April 30, 2001 due primarily to the costs and expenses associated with selling and shipping our products. Our Selling and Shipping Expenses for the six months ended April 30, 2001 were $68,793 as compared to $53,508 for the corresponding period ended April 30, 2000. Liquidity and Capital Resources At April 30, 2001 our Company's Cash and Cash Equivalents were $153,558 compared to $197,326 at October 31, 2000. Our Company had working capital of $240,923 for the three months ended April 30, 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) The following exhibit was filed as part of this report: Exhibit 11. Statement re: computation of per share earnings (b) No reports on Form 8-K were filed during the quarter ended April 30, 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: June 13, 2001 NEW YORK FILM WORKS, INC. By: /s/ Michael V. Cohen --------------------------- Michael V. Cohen, President 12