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, 2000

|X| 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 Identification No.)
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 $.01
per share, as of August 10, 2000 was 83,500,000.

Transitional Small Business Disclosure Format (Check One): Yes |_|   No |X|
<PAGE>

                            NEW YORK FILM WORKS, INC.
                           Index Financial Statements

                                                                        Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements:                                              3

            Consolidated Balance Sheets as at April 30, 2000               4-5
            (Unaudited) and October 31, 1999 (Audited)

            Consolidated Statements of Operations for the Three Months     6
            and Six Months Ended April 30, 2000 (Unaudited) and April
            30, 1999 (Audited)

            Consolidated Statements of Cash Flows for the                  7
            Six Months Ended April 30, 2000 and 1999 (Unaudited)

            Consolidated Statement of Shareholder's Equity (Unaudited)     8

            Notes to Consolidated Financial Statements                     9

Item 2.     Management's Discussion and Analysis Financial                 10-11
            Condition and Results of Operations

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                   11

Signatures                                                                 12


                                       2
<PAGE>

                   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 - Cautionary Statement Concerning Forward-Looking Statements" 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, 2000, are not necessarily indicative of the results that may be
expected for the year ended October 31, 2000. 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, 1999.


                                       3
<PAGE>

                            NEW YORK FILM WORKS, INC.
                           Consolidated Balance Sheets

                                                    ASSETS

                                          April 30, 2000       October 31, 1999
                                            (Unaudited)           (Audited)
                                            -----------           ----------
Current Assets:

  Cash and Cash Equivalents - Note 1        $   60,947            $  167,169

  Accounts Receivable-Net                      152,248               153,132

  Inventory - Note 1                            12,955                11,911

  Prepaid Expenses                               1,588                 7,886

  Prepaid Insurance                              1,953                 5,715
                                            ----------            ----------
        Total Current Assets                   229,691               345,813
                                            ==========            ==========
Property, Plant and Equipment:

  Machinery and Equipment -Net               1,729,034             1,703,127

  Furniture and Fixtures                       189,048               189,048

  Leasehold Improvements                       436,180               436,180
                                            ----------            ----------
        Total                                2,354,263             2,328,355

Less: Accumulated Depreciation               2,221,268             2,221,268
                                            ----------            ----------

  Property, Plant and Equipment - Net          132,995               113,937

Other Assets:

  Security Deposits                             32,058                32,058
                                            ----------            ----------
        Total Assets                        $  394,744            $  484,958
                                            ==========            ==========


                                       4
<PAGE>

                            NEW YORK FILM WORKS, INC.
                           Consolidated Balance Sheets

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                         April 30, 2000      October 31, 1999
                                           (Unaudited)          (Audited)
                                           -----------         -----------
Current Liabilities:
  Notes Payable                            $    12,790         $        --
  Notes Payable - Shareholders                                      28,458
  Accounts Payable                              46,425              36,850
  Accrued Expenses & Taxes                      32,263              26,426
                                           -----------         -----------
        Total Current Liabilities               91,478              91,734
                                           ===========         ===========
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)                 (3,040,792)         (2,950,834)
                                           -----------         -----------
          Total Shareholders' Equity           303,266             393,224
                                           -----------         -----------
          Total Liabilities and
            Shareholders' Equity           $   394,744         $   484,958
                                           ===========         ===========


                                       5
<PAGE>

                            NEW YORK FILM WORKS, INC.
                             Statement Of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                              Three Months Ended                  Six Months Ended

                                       April 30, 2000    April 30, 1999   April 30, 2000    April 30, 1999
                                       --------------    --------------   --------------    --------------

<S>                                     <C>               <C>              <C>               <C>
Sales                                   $    345,794      $    328,057     $    649,416      $    648,244

Cost of Sales                                204,703           187,231          410,232           385,088
                                        ------------      ------------     ------------      ------------
Gross Profit                                 141,091           140,826          239,184           263,156

Operating Expenses:

Selling and Shipping                          25,834            27,861           53,508            53,942

General and Administrative                   155,594            75,312          268,785           175,637
                                        ------------      ------------     ------------      ------------

      Total Operating Expenses               181,428           103,173          322,293           229,579
                                        ------------      ------------     ------------      ------------

Net Income (Loss) from Operations       $    (40,337)     $     37,653     $    (83,109)     $     33,577
                                        ------------      ------------     ------------      ------------

Earnings (Loss) before Income tax       $    (40,377)     $     37,653     $    (83,109)     $     33,577

Income Tax                              $          0      $          0     $          0      $          0
                                        ------------      ------------     ------------      ------------
Net Income (Loss) $                     $    (40,337)     $     37,653     $    (83,109)     $     33,577
                                        ============      ============     ============      ============
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
</TABLE>


                                       6
<PAGE>

                            NEW YORK FILM WORKS, INC.
                             Statement Of Cash Flows
                                   (Unaudited)

                                                   Six Months Ended
                                          April 30, 2000       April 30, 1999
                                          --------------       --------------

Cash flows from operations                  $ (89,958)           $  33,576

Increase (Decrease) in Cash

Accounts Receivable                               884               (8,762)

Inventory                                      (1,044)                (124)

Prepaid Expenses                                6,298                1,730

Prepaid Insurance                               3,761               (1,135)

Notes Payable                                  12,790              (14,522)

Accounts Payable                                9,575              (18,578)

Accrued Expenses                                5,837                1,584

Stockholders Loans                            (28,458)              20,000
                                            ---------            ---------


Cash flows from investing activities:

  Purchase of Property and Equipment          (25,907)             (21,007)
                                            ---------            ---------

Increase (Decrease in Cash)                  (106,222)              (7,238)

Cash beginning of period                      167,169              178,165
                                            ---------            ---------

Cash end of period                          $  60,947            $ 170,927
                                            =========            =========


                                       7
<PAGE>

                            NEW YORK FILM WORKS, INC.
                        Statement of Shareholders' Equity
                    From November 1, 1996 to January 31, 2000

                                         Capital in  Retained      Total
                                Common   Excess      Earnings      Shareholders'
                                Stock    of Par      (Deficit)     Equity
                                ------   ---------   -----------   -------------
                                $          $            $              $
Balance - November 1, 1996      83,500   3,260,558   (3,241,404)     102,654

Net Income (Loss) Y/E 10-31-97                           74,496       74,496

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

Balance - November 1, 1997      83,500   3,260,558   (3,166,908)     177,150

Net Income (Loss) Y/E 10-31-98                          109,454      109,454

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

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
Prior Year Adj                                           (6,850)      (6,850)
Net Loss - 6 months 4-30-2000                           (83,109)     (83,109)
                                                     ----------      -------
Balance - April 30, 2000        83,500   3,260,558   (3,040,793)     303,265
                                ------   ---------   ----------      -------


                                       8
<PAGE>

                            NEW YORK FILM WORKS, INC.
                  NOTES TO FINANCIAL STATEMENTS April 30, 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 and its
wholly owned subsidiary E.S. Graphics, operate full service color labs.

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
<PAGE>

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 - Three Months and
Six Months ended April 30, 2000 and 1999

Total Sales include the selling price of the products and services sold by us.
Total Sales for the three months ended April 30, 2000 were $345,794 as compared
to sales of $328,057 for the corresponding period ended April 30, 1999. The
demand for our products and services increased slightly by approximately 5.1%.
Total Sales for the six month period ended April 30, 2000 decreased
approximately by 9.1% from the corresponding period ended April 30, 1999. 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 increased slightly to $204,703 for the quarter ended April 30,
2000 as compared to reported Cost of Sales of $187,235 for the corresponding
period ended April 30, 1999. During the six months ended April 30, 2000, Cost of
Sales increased by approximately 6% from the corresponding period ended April
30, 1999.

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 $80,282 from $75,312
for the three months ended April 30, 1999 to $155,594 for the three months ended
April 30, 2000, primarily as a result of increased executive salaries and legal
and professional fees. General and Administrative Expenses for the six months
ended April 30, 2000 increased to $268,785 from $175,637 for the six months
ended April 30, 1999.

Our Selling and Shipping Expenses decreased by $2,027 from $27,861 for the three
months ended April 30, 1999 to $25,834 for the three months ended April 30, 2000
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,
2000 were $53,508 as compared to $53,942 for the corresponding period ended
April 30, 1999. 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 April 30, 2000 our Company's Cash and Cash Equivalents were $60,947 compared
to $167,169 at October 31, 1999.

Our Company had working capital of $138,213 for the three months ended April 30,
2000 compared to working capital of $254,079 at October 31, 1999. 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
<PAGE>

Year 2000 Issues

The film processing markets were essentially unaffected by Year 2000 issues,
reporting only a few minor technical problems. We were not adversely affected.
We are also not aware of any material problems with our customers or suppliers.
We do not anticipate incurring material expenses or experiencing any material
operational disruptions as a result of Year 2000 issues. However, we will
continue monitoring our internal programs and computer systems and those of our
vendors to ensure that there are no material disruptions to our operations due
to Year 2000 issues.

                           PART II - OTHER INFORMATION

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

      (a)   Exhibits.
            (i)   Calculation of Earnings Per Share - Exhibit 11
            (ii)  EDGAR - Financial Data Schedule - Exhibit 27

      (b)   Reports on Form 8-K.
            No reports on Form 8-K were filed during the quarter ended April 30,
            2000.


                                       11
<PAGE>

                                   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: August 11, 2000                      NEW YORK FILM WORKS, INC.


                                           By: /s/ Michael V. Cohen
                                               --------------------
                                               Michael V. Cohen, President


                                       12