UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB/A

(Amendment No. 1)



(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 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 of incorporation or organization) | (IRS Employer 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 September 27, 2001 was 83,500,000.



Transitional Small Business Disclosure Format (Check One):  Yes [ ]       No [X]

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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 or Plan 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 nine months ended July 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.

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NEW YORK FILM WORKS, INC.

BALANCE SHEETS as at

July 31,2001 (unaudited) and October 31, 2000 (audited)



ASSETS



|                                    | July 31, 2001 | October 31, 2000
|----------------------------------- | ------------- | ----------------
|Current Assets:                     |               |                 
|Cash and Cash Equivalents - Note 1  | $ 135,883     | $ 197,326       
|Accounts Receivable-Net             | 129,850       | 128,415         
|Inventory - Note 1                  | 13,418        | 13,495          
|Prepaid Expenses                    | 2,253         | 2,388           
|Prepaid Insurance                   | 5,223         | 5,711           
|Total Current Assets                | 286,627       | 347,335         
|                                    |               |                 
|Property, Plant and Equipment:      |               |                 
|                                    |               |                 
|Machinery and Equipment Net        | 1,752,949     | 1,727,445       
|Furniture and Fixtures              | 189,048       | 189,048         
|Leasehold Improvements              | 436,180       | 436,180         
|Total                               | 2,378,176     | 2,352,673       
|                                    |               |                 
|Less: Accumulated Depreciation      | 2,242,070     | 2,242,069       
|                                    |               |                 
|Property, Plant and Equipment - Net | 136,106       | 110,604         
|                                    |               |                 
|Other Assets:                       |               |                 
|                                    |               |                 
|Security Deposits                   | 31,680        | 32,058          
|Total Assets                        | $ 454,413     | $  489,997      



LIABILITIES AND SHAREHOLDERS' EQUITY

|                                                                                                        |             |            
|------------------------------------------------------------------------------------------------------- | ----------- | -----------
|Current Liabilities:                                                                                    |             |            
|                                                                                                        |             |            
|Accounts Payable                                                                                        | 23,250      | 21,403     
|Accrued Expenses & Taxes                                                                                | 41,822      | 35,972     
|Total Current Liabilities                                                                               | 65,072      | 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)                                                                             | (2,954,717) | (2,911,436)
|Total Shareholders' Equity                                                                              | 389,341     | 432,622    
|                                                                                                        |             |            
|Total Liabilities and Shareholders' Equity                                                              | 454,413     | 489,997    



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NEW YORK FILM WORKS, INC.

STATEMENT OF PROFIT AND LOSS

Three months and nine months ended July 31,2001 (unaudited)



|                                  | 3 mo ended    | 9 mo ended    | 3 mo ended    | 9 mo ended   
|--------------------------------- | ------------- | ------------- | ------------- | -------------
|                                  | July 31, 2001 | July 31, 2001 | July 31, 2000 | July 31, 2000
|                                  |               |               |               |              
|Sales                             | 327,853       | 975,339       | 387,955       | 1,037,371    
|Cost of Sales                     | 202,734       | 605,661       | 199,364       | 609,596      
|Gross Profit                      | 125,119       | 369,678       | 188,591       | 427,775      
|                                  |               |               |               |              
|Operating Expenses:               |               |               |               |              
|                                  |               |               |               |              
|Selling and Shipping              | 41,860        | 110,653       | 48,106        | 101,614      
|General and Admin                 | 90,865        | 302,306       | 37,160        | 305,945      
|                                  |               |               |               |              
|Total Operating Expenses          | 132,725       | 412,959       | 85,266        | 407,559      
|Net Income (Loss) from Operations | $ (7,606)     | $ (43,281)    | $103,325      | $  20,216    
|Earnings(Loss)before tax          | $ (7,606)     | $ (43,281)    | $103,325      | $  20,216    
|                                  |               |               |               |              
|Income Tax                        | 0             | 0             | 0             | 0            
|Net Income (Loss)                 | $ (7,606)     | $ (43,281)    | $103,325      | $ 20,216     
|                                  |               |               |               |              
|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   





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NEW YORK FILM WORKS, INC.

STATEMENT OF SHAREHOLDERS' EQUITY

From November 1, 1998 to July 31, 2001



|                                | Common Stock | Capital in Excess of Par | Retained Earnings (Deficit) | Total Shareholders' Equity
|------------------------------- | ------------ | ------------------------ | --------------------------- | --------------------------
|Balance - November 1, 1998      | 83,500       | 3,260,558                | (3,057,454)                 | 286,604                   
|                                |              |                          |                             |                           
|Net Income (Loss) Y/E 10-31-99  |              |                          | 95,527                      | 95,527                    
|                                |              |                          |                             |                           
|Balance - October 31, 1999      | 83,500       | 3,260,558                | (2,9561,927)                | 382,131                   
|                                |              |                          |                             |                           
|Net Income Y/E October 31, 2000 |              |                          | 50,491                      | 50,491                    
|                                |              |                          |                             |                           
|Balance October 31, 2000       | 83,500       | 3,260,558                | (2,911,436)                 | 432,622                   
|                                |              |                          |                             |                           
|Net Loss 9 mos July 31, 2001   |              |                          | (43,281)                    | (43,281)                  
|                                |              |                          |                             |                           
|Balance  July 31, 2001         | 83,500       | 3,260,558                | (2,954,717)                 | 389,341                   



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NEW YORK FILM WORKS, INC

STATEMENT OF CASH FLOWS

Nine months ended JULY 31, 2001 and July 31, 2000





|                                      | July 31, 2001 | July 31, 2000
|------------------------------------- | ------------- | -------------
|Net income/(loss) for the period      | (43,281)      | 20,216       
|                                      |               |              
|Increase (Decrease) in Cash from:     |               |              
|                                      |               |              
|Accounts Receivable                   | (1,435)       | 21,465       
|                                      |               |              
|Inventory                             | 77            | (959)        
|                                      |               |              
|Prepaid Expenses                      | 1,001         | 5,460        
|                                      |               |              
|Accounts Payable                      | 1,847         | (7,763)      
|                                      |               |              
|Accrued Expenses                      | 5,850         | 16,382       
|                                      |               |              
|Stockholders Loans                    | -0-           | (28,458)     
|                                      |               |              
|Cash flow from operations             | (35,491)      | 26,343       
|Cash flows from investing activities: |               |              
|                                      |               |              
|Purchase of Property and Equipment    | (25,502)      | (25,393)     
|                                      |               |              
|Increase (Decrease in Cash)           | (61,443)      | (950)        
|                                      |               |              
|Cash beginning                        | 197,326       | 167,169      
|                                      |               |              
|Cash end                              | $135,883      | $166,219     



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NEW YORK FILM WORKS, INC.

NOTES TO FINANCIAL STATEMENTS July 31, 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.

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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.



Results of Operations  Three Months and Nine Months ended July 31, 2001 and 2000



Results of Operations.  Total Sales for the quarter ended July 31, 2001 were $327,853 compared to sales in the prior year of $387,955. The decline of $60,102 reflected a general decline in business activity in the quarter. Total Sales for the nine months ended July 31, 2001 were $975,339 compared to sales in the prior year of $1,037,371. The decline of $62,032 reflected the general decline in business activity in the third quarter . Selling and Shipping Expenses of $41,860 in the quarter were lower than last year by $6,246 reflecting the lower sales level. Selling and Shipping Expenses of $110,653 for the nine months were higher than last year by $9,039 reflecting higher costs in the first six months of the current year. General and Administrative Expenses of $90,865 in the quarter were $53,705 higher than last year; the principal year over year difference in the quarter arises from receipt of insurance proceeds in the prior year in the amount of $66,158. Without this item, G & A expenses were $12,453 less than last year reflecting the lower sales level and productive efforts to reduce overheads. General and Administrative Expenses of $302,306 for the nine months were $ 3,639 lower than the prior year reflecting the lower sales level and productive efforts to reduce overheads.



Operating results in this years third quarter resulted in a loss of  $7,606 compared to a profit in the prior year of $103,325, which reflected the insurance proceeds of $66,158. Without the insurance proceeds, the loss compared to the prior year profit results principally from the reduced sales level this year. For the nine months this year, Operating results resulted in a loss of $43,281 compared to a profit last year of $20,216. The decline in profitability year over year results principally from the reduced sales level.



Liquidity and Capital Resources.



For the nine months through July 31,2001 cash flow from operations was negative $35,941 directly attributable to the Loss from Operations. Additions to Property and Equipment for updating equipment amounted to $25,502. Total Cash Flow for the nine months was negative $61,443, reducing cash balances to $135,883. In the prior year, cash flow from operations was $26,343 reflecting the favorable operating results. Property and Equipment purchases amounted to $25,393 in the prior year.



As at July 31, the Company had cash and cash equivalent balances of $135,883 compared to $197,326 at October 31, 2000. Working Capital amounted to $221,555 at July 31, 2001 compared to $289,960 at October 31, 2000. We believe we have sufficient cash resources and working capital to meet our 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.



PART II - OTHER INFORMATION



Item 6.

Exhibits and Reports on Form 8-K.



(a)

Exhibits.

None



(b)

Reports on Form 8-K.

None.

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SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: November 27, 2001

NEW YORK FILM WORKS, INC.





By:

/s /  Michael V. Cohen

Michael V. Cohen, President



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