<PAGE>

                             UNITED STATES
                  Securities and Exchange Commission
                         Washington, DC 20549

                               FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

               For the fiscal year ended April 30, 2000

                                  Or

[  ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the Transition period from           to


                     Commission File Number 0-3255

                              JAYARK CORPORATION
        (Exact name of registrant as specified in its charter)

               DELAWARE                                 13-1864519
(State or jurisdiction of incorporation or organization) (IRS EIN)

300 Plaza Drive, Vestal, New York                       13850
(Address of principal executive office)               (Zip Code)

Telephone number, including area code:            (607) 729-9331

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common
Stock, par value $.01 per share

     Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
                            YES [X] NO [  ]

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (section 229.405 of this
chapter) is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K.   [  ]

     The aggregate market value of the voting stock held by non-
affiliates of the Registrant is $135,609 as of July 3, 2000.

The number of shares outstanding of Registrant's Common Stock is
2,766,396 as of July 3, 2000.

<PAGE>

                                PART I

                              Item 1. Business

     General

Jayark Corporation ("Jayark" or "the Company") conducts its operations
through  three  wholly  owned subsidiaries, AVES Audiovisual  Systems,
Inc.   ("AVES"),  MED  Services  Corp.  ("Med")  and  Fisher   Medical
Corporation  ("Fisher"), each of which constitute a  business  segment
for financial reporting purposes.

AVES  distributes  and  rents  a  broad  range  of  audio,  video  and
presentation  equipment,  and supplies.  Its  customer  base  includes
businesses,  churches, hospitals, hotels and educational institutions.
The  warehousing,  sales  and administrative operations  of  AVES  are
located in Houston, Texas.

Med  finances  the manufacture, sale and rental of medical  equipment.
It  had  no customers in fiscal 2000 and one customer in fiscal  1999,
Vivax  Medical  Corporation, a company that  manufactures,  sells  and
rents  durable  medical  equipment to  hospitals,  nursing  homes  and
individuals.   The  administrative operations of Med  are  located  in
Vestal, New York.

Fisher is in the process of developing, manufacturing medical supplies
and  equipment  for  distribution  to  hospitals,  nursing  homes  and
individuals.   The  production, warehousing and  sales  operations  of
Fisher  are  located  in Torrington, Connecticut  with  administrative
operations in Patterson, New York.

The Company was originally incorporated in New York in 1958.  In 1991,
the  Company changed its state of incorporation to Delaware.  In  July
1998  the  Company amended its Certificate of Incorporation increasing
its  authorized  Common Stock to 30,000,000 shares and decreasing  the
par  value  of  its  Common Stock from $.30 to  $.01  per  share.   In
December 1999 the Company filed a Certificate of Amendment to  provide
for  a  one for ten reverse stock split.  On January 7, 2000 each  ten
(10) issued and outstanding shares of Common Stock of the Corporation,
par  value $.01 per share, were automatically converted into  one  (1)
validly issued, fully paid and non assessable share of Common Stock of
the Corporation, par value $.01 per share.  All per share and weighted
average share amounts have been restated to reflect this reverse stock
split.

     Recent Events

At   a  meeting  of  shareholders  held  on  November  22,  1999,  the
shareholders   approved  an  amendment  to  Jayark's  Certificate   of
Incorporation  providing  a  one for  ten  reverse  stock  split.   On
December  2,  1999, the Company filed a Certificate of Amendment  with
the  Delaware  Secretary of State to effect the one  for  ten  reverse
stock  split.   On  January 7, 2000, the "Effective Time"  or  "Record
Date", each ten (10) issued and outstanding shares of Common Stock  of
the   Corporation,  par  value  $.01  per  share,  were  automatically
converted  into  one (1) validly issued, fully paid and  nonassessable
share  of  Common Stock of the Corporation, par value $.01 per  share.
To   avoid  the  existence  of  fractional  shares  of  common  stock,
stockholders  who  would  otherwise  have  been  entitled  to  receive
fractional  shares of common stock equal to one-half or more  received
one whole share.  No shares or scrip were issued to holders in respect
of any fraction less then one-half.

On  January 5, 2000, the Company, through a newly formed, wholly owned
subsidiary,  Fisher Medical Corporation ("Fisher"),  entered  into  an
Asset  Purchase Agreement with Fisher Medical, LLC ("LLC"), a  company

<PAGE>

that  develops,  manufactures  and distributes  medical  supplies  and
equipment  for  hospitals, nursing homes and  individuals.  Under  the
terms of the agreement, Fisher purchased all of the assets of LLC  for
cash  of  $215,000.  The acquisition resulted in goodwill of  $82,415,
which is being amortized on a straight-line basis over 20 years.  This
acquisition  has  been  accounted for under  the  purchase  method  of
accounting. Fisher financed this purchase from the Company's  existing
$1,250,000 revolving line of credit.

Additionally, Fisher entered into Employment Agreements with  the  two
principals   of   LLC   to  continue  developing,  manufacturing   and
distributing  medical  products of Fisher.  In consideration  for  the
Employment  Agreements,  the two principals  also  entered  into  Non-
Disclosure and Non-Competition Agreements.

Fisher also entered into a five-year (with a five year renewal option)
Technology  License Agreement with LLC, which conveyed the  technology
developed   by   Trlby  Innovative  LLC  of  Torrington,   Connecticut
("Trlby").    Under  a  20-year  Product  Development  and  Technology
Transfer  Agreement  ("Agreement"), Trlby has  and  will  continue  to
develop certain medical supply products for LLC.  In consideration for
this  November  1999  Agreement, Trlby  receives  consulting  fees  of
$42,000  per  year and a royalty of 5% of  net  sales,
subject to minimum amounts, from any products developed by them.   The
minimum royalties consist of $24,000 for the first full calendar  year
following  the  date  of  the  first commercial  introduction  of  the
product, $36,000 for the succeeding calendar year and $48,000 for each
calendar year thereafter.

Under   the  terms  of  the  Fisher  Medical  LLC  Technology  License
Agreement,  in  addition to all royalties and fees due  Trlby,  Fisher
will  pay  a royalty of 5% of gross income to LLC during the five-year
term  of  the Technology License Agreement.  The option to renew  this
agreement for an additional five years requires Fisher to pay a fee of
20%  of  cumulative after tax earnings for any products developed  and
sold  during  the  initial five-year term of  the  Technology  License
Agreement.

If Fisher can develop, manufacture and distribute medical supplies and
equipment,  the income and cash flow could have a material  affect  on
the  operating results of Jayark.  There can be no assurances that the
Company will be successful in this venture.

     Description of AVES' Business

Products

AVES  distributes  and  rents  a  broad  range  of  audio,  video  and
presentation equipment, and supplies.  Among the items distributed are
video,  filmstrip and slide projectors; projection screens and  lamps;
video  cameras  and camcorders; laser videodisk, video projection,  TV
monitors and receivers; video recorders; still imaging systems; public
address  systems,  microphones and headsets;  tape  recorders,  record
players,  cassette  recorders, and related accessories  and  supplies.
Some  of  the items sold (such as blank audio cassettes, headsets  and
cassette  recorders,  duplicating equipment and  supplies,  laminating
film  and  equipment for document protection) are either assembled  by
AVES  or  purchased from private label and other sole source suppliers
and  distributed  under the "AVES" and/or "LAMCO"  names.   AVES  also
distributes  the products of brand name manufacturers  such  as  RCAT,
GET,  Mitsubishi, Elmo, Panasonic, Sanyo, Fujitsu, Videotek,  Hitachi,
Pioneer,  Leitch,  Quasar, Telex Corporation,  Kodak,  Dukane,  Sharp,
Sony,  3M Brand, Luxor and various other brand names.  Brand name  and
"house"  brand products account for approximately 98% and 2%  of  AVES
product sales, respectively.  The Company also offers repair services,
audio  visual  consulting  &  design,  engineering,  installation  and
servicing  of audiovisual systems to businesses, churches,  hospitals,
hotels and educational institutions.

<PAGE>

Raw Materials

The  sources and availability of raw materials are not significant for
an  understanding  of  AVES' business since competitive  products  are
obtainable  from alternative suppliers.  AVES carries an inventory  of
merchandise  for resale and for rental operations that is adequate  to
meet  the  rapid delivery requirements (frequently same day shipments)
of its distribution business.

Patents

There  are no patents, trademarks, licenses, franchises or concessions
that are material to AVES business.

Sales

AVES  currently  distributes  and rents its  products  in  the  United
States, primarily by means of catalogs, direct mail, telephone  orders
and  a field sales force.  AVES exhibits at various regional shows  to
expose  its products to an interested audience.  AVES' sales  are  not
seasonal,  although sales to schools typically are higher  from  April
through July than at other times during the year.

Customers

In fiscal 2000, 79% of AVES' revenue was derived from sales to schools
and  other  educational institutions.  The remaining 21%  of  revenues
came from sales to businesses (20%) and rental of AVES equipment (1%).
In fiscal 1999, 74% of AVES' revenue was derived from sales to schools
and  other  educational institutions.  The remaining 26%  of  revenues
came from sales to businesses (24%) and rental of AVES equipment (2%).
In  fiscal  1998,  72%  of  revenue came from  sales  to  schools  and
educational institutions, while 25% came from sales to businesses  and
3%  came from rentals.  No one customer accounted for more than 10% of
revenues for any of the years ended April 30, 2000, 1999 or 1998.

Backlog

The  amount  of unfilled sales orders of AVES at April 30,  2000,  was
$953,100, as compared with $1,040,000, at April 30, 1999, and $904,000
at  April  30,  1998.  The amount of unfilled sales orders  is  not  a
material measure of AVES' operations.

Competition

The Company believes that AVES is one of the most diversified national
audio visual purveyors in the United States, given the different types
of   services  and  products  offered.   AVES'  principal   means   of
competition  are  its aggressive pricing, technical  expertise,  quick
delivery  and  the  broad range of product lines and brands  available
through its distribution channels.

Employees

At April 30, 2000, AVES had 22 employees.

<PAGE>

     Description of Med's Business

Products / Services

Med is currently pursuing additional opportunities in the medical
field, but had no products, sales or services during fiscal 2000.  For
the fiscal year ending April 30, 1999 Med financed the manufacture,
sale and rental of durable medical equipment by Vivax, a company that
manufactures, sells and rents this equipment to hospitals, nursing
homes and individuals.

Raw Materials

The sources and availability of raw materials are currently not
applicable to Med's business.

Patents

There are no patents, trademarks, licenses, franchises or concessions
that are material to Med's business.

1999 Transactions

In  November  1998 Med terminated its Purchase and Sale, Distribution,
and  Custody  Agreements with Vivax.  Under the terms of the  Purchase
and Sale Agreement, dated June 17, 1998, Med purchased certain medical
equipment  from  Vivax for cash of $579,700 and a  $144,925  unsecured
promissory  note  due  in  five  years.   Med  then  entered  into   a
Consignment  Agreement with Vivax whereby this medical  equipment  was
consigned  to  Vivax  to  rent through its distribution  network.   In
consideration  of  Vivax renting and maintaining  the  Med  equipment,
Vivax was entitled to a range of forty-eight to sixty-seven percent of
the  rental proceeds, based upon the equipment rented.  Vivax  had  an
option  to  purchase the medical equipment from Med after the  twenty-
fourth,  thirty-six and forty-eighth month of the consignment  period.
Med,  under  the  Purchase and Sale Agreement had an  option,  through
October  31,  1999  to  purchase an additional $2,475,000  of  medical
equipment from Vivax.

Customers

During the fiscal year ending April 30, 2000, Med had no customers and
for the year ending April 30, 1999, Vivax was Med's only customer.

Backlog

Med does not currently have any backlog orders.

     Description of Fisher's Business

Products / Services

Fisher is in the process of developing and manufacturing medical
supplies and equipment for distribution to hospitals, nursing homes
and individuals.

Raw Materials

The sources and availability of raw materials are currently not
applicable to Fisher's business.

<PAGE>

Patents, Trademarks, and Licenses

Fisher  entered  into  a five-year (with a five year  renewal  option)
Technology  License Agreement with Fisher Medical LLC, which  conveyed
the  technology  developed  by  Trlby Innovative  LLC  of  Torrington,
Connecticut  ("Trlby").   Under  a  20-year  Product  Development  and
Technology  Transfer  Agreement  ("Agreement"),  Trlby  has  and  will
continue  to  develop  certain medical supply products  for  LLC.   In
consideration  for  this  November  1999  Agreement,  Trlby   receives
consulting  fees of $42,000 per year and a royalty  of
5%  of  net  sales,  subject  to minimum amounts,  from  any  products
developed by them.  The minimum royalties will consist of $24,000  for
the  first  full  calendar  year  following  the  date  of  the  first
commercial  introduction of the product, $36,000  for  the  succeeding
calendar year and $48,000 for each calendar year thereafter.

Under   the  terms  of  the  Fisher  Medical  LLC  Technology  License
Agreement,  in  addition to all royalties and fees due  Trlby,  Fisher
will  pay  a royalty of 5% of gross income to LLC during the five-year
term  of  the Technology License Agreement.  The option to renew  this
agreement for an additional five years requires Fisher to pay a fee of
20%  of  cumulative after tax earnings for any products developed  and
sold  during  the  initial five-year term of  the  Technology  License
Agreement.

Sales

There are currently no sales in Fisher.

Customers

There are currently no customers of Fisher.

Backlog

Fisher does not currently have any backlog orders.

Employees

At April 30, 2000, Fisher had eight employees.

                          Item 2. Properties

The  Company's  Corporate  office is  located  in  Vestal,  New  York.
Corporate  administrative functions are conducted  from  approximately
2,000  square feet.  There is currently no lease obligation or  rental
expense for this space, as the property is owned by a related party.

AVES  is located in Houston, Texas.  AVES' business is conducted  from
approximately 13,000 square feet; 5,500 of which are used for  office,
sales  and  demonstration purposes and 7,500 for  warehouse  purposes.
The  current lease term expires on April 30, 2001.  The current rental
is $5,200 per month.

The  Fisher  office  is  located  in  Patterson,  New  York  and  uses
approximately  500  square  feet  for  administrative  purposes.   The
current lease term expires on January 31, 2002 and the current  rental
is  $430  per  month.  Fisher's operations are located in  Torrington,
Connecticut.  Fisher's business is conducted from approximately 16,000
square   feet;  2,500  of  which  are  used  for  office,  sales   and
demonstration  purposes, 2,000 for warehouse purposes and  11,500  for
production  purposes.  The current lease term expires  on  August  31,
2004 and the current rental is $2,500 per month.

<PAGE>

                       Item 3. Legal Proceedings

                                 None

      Item 4. Submission Of Matters To A Vote Of Security Holders

At  the  Annual  Meeting of Shareholders held on  November  22,  1999,
pursuant to the Notice of Annual Meeting of the Shareholders and Proxy
Statement  dated  October 26, 1999, Arthur G.  Cohen  and  Jeffrey  P.
Koffman were elected to the Board of Directors with 19,974,196  shares
voted  FOR and 11,813 shares WITHHELD, the appointment of BDO Seidman,
LLP  as  independent public accountants for the Company for the fiscal
year  ending April 30, 2000 was approved with 19,677,938 shares  voted
FOR,  5,863  shares voted AGAINST and 2,208 shares  WITHHELD,  and  an
amendment  to the Company's Certificate of Incorporation to  effect  a
one  for ten reverse stock split of the issued and outstanding  shares
of  common stock was approved with 19,634,325 shares voted FOR, 48,743
shares  voted  AGAINST  and 2,941 shares WITHHELD.   The  above  share
amounts are shown as they were prior to the reverse stock split.

                                PART II

 Item 5. Market For Registrant's Common Stock And Related Stockholder
                                Matters

Effective  July 10, 1997, the Company's Common Stock was delisted  due
to  the Company's non-compliance with the NASDAQ's minimum capital and
surplus  requirement.  Bid quotations for the Company's  Common  Stock
may  be  obtained  from the "pink sheets" published  by  the  National
Quotation  Bureau,  and the Common Stock is traded  in  the  over-the-
counter market.

The  following table presents the quarterly high and low trade  prices
of  the  Company's  common stock for the periods  indicated,  in  each
fiscal  year  as reported by NASDAQ.  As of July 3, 2000,  there  were
approximately 809 stockholders of record of common stock.

The  Company has not paid any dividends on its common stock during the
last five years and does not plan to do so in the foreseeable future.

<TABLE>
<CAPTION>


<S>                     <C>           <C>               <C>            <C>
                2000 Common Stock Trade Price     1999 Common Stock Trade Price

                        High           Low              High          Low
First Quarter           1.25           .47              .94           .94
Second Quarter          1.41           .47              .94           .16
Third Quarter           1.56           .47              .78           .63
Fourth Quarter          1.02           .81              .63           .47

</TABLE>


The above prices have been restated to reflect the reverse stock
split.

<PAGE>



                    Item 6. Selected Financial Data

<TABLE>
<CAPTION>

         <S>          <C>          <C>         <C>         <C>          <C>
Results of  Operations:
Years Ended April 30, 2000        1999         1998        1997         1996
                  -----------  -----------  ----------- -----------  -----------
Net Revenues     $13,197,866  $15,288,215  $13,604,558 $12,638,072  $11,856,148

Earnings (Losses) from
Continuing Oper     $330,978     $445,805      $75,992   ($264,372)   ($284,390)

Earnings (Losses) from
Discontinued Oper   $209,676           $0           $0 ($5,794,839) ($6,900,857)

Net Earnings(Losses)$540,654     $445,805      $75,992 ($6,059,211) ($7,185,247)

Basic and Diluted Earnings
(Loss) per share from
Continuing Oper*        $.12         $.24        $.08        ($.30)       ($.36)

Basic and Diluted Earnings
(Loss) per share from
Discontinued Oper*      $.08         $--         $--        ($6.58)      ($8.81)

Weighted Average Shares
Outstanding*       2,766,360   1,836,661     922,120       880,253      783,399

At April 30,
Balance Sheet Information:

Total Assets      $3,239,126  $2,779,891   $2,634,964   $2,754,072   $8,327,357

Long Term
Obligations       $1,278,571  $1,424,229   $3,446,021   $3,407,207   $1,972,020

Working Capital
(Deficit)           $378,953    $370,914     $157,069      ($7,003)   ($233,256)

Stockholders' Equity
(Deficit)          $(145,619)  $(685,523) ($2,925,566) ($3,001,558)  $2,585,541

</TABLE>

* Per share and weighted average share amounts have been restated to
reflect reverse stock split.

  Item 7. Management's Discussion and Analysis Of Financial Condition
                       And Results Of Operations

Comparison of Fiscal Year Ended April 30, 2000 With Fiscal Year  Ended
April 30, 1999

     Net Revenues

Consolidated Revenues of $13,198,000 decreased $2,090,000,  or  13.7%,
from  fiscal  1999.   The  decrease was  primarily  the  result  of  a
$1,990,000  decrease  in AVES' sales.  This reduction  was  due  to  a
decrease in direct sales as compared to the prior year due to a number
of  one time sales opportunities in the prior year, the dramatic  drop
in  cost of video equipment over the past year, and the hesitation  of
AVES' broadcast customers to invest in new broadcast equipment at this
time,  when this well educated customer base knows that there  is  new
digital  equipment under development.  In addition to the decrease  at
AVES,  Med  reported zero sales as compared to $100,000 in prior  year
rental  sales,  as  a result of the November 1998 termination  of  its
distribution agreements with Vivax Medical Corporation.

     Cost of Revenues

Consolidated Cost of Revenues of $10,870,000 decreased $2,129,000,  or
16.4%, from the prior fiscal year due to the decrease in revenues.

<PAGE>

     Gross Margin

Consolidated Gross Margin of $2,328,000 was 17.6% of revenues, as
compared with $2,290,000, or 15.0%, for the same period last year.
The Company experienced lower unit sales with higher profit margins,
due to a number of one time sales opportunities with lower margins in
the prior year, that resulted in a gross margin comparable to the
prior year, despite the decrease in revenues.

     Selling, General and Administrative Expense

Consolidated   Selling,   General  and  Administrative   Expenses   of
$1,898,000  increased $144,000, or 8.2%, as compared  with  the  prior
reporting  year. This increase was due to the addition of $195,000  in
operating  expenses for the new subsidiary Fisher Medical Corporation.
AVES'  spending increased $28,000 as compared to the prior  year  with
increases  in  depreciation  expense and travel  expense  offset  with
decreases  in  payroll costs.  Corporate spending  decreased  $48,000,
primarily  due  to  a reduction in the President's salary  along  with
decreases  in  professional  fees as compared  to  last  year.   Med's
expenses  decreased $32,000 from the prior year primarily as a  result
of decreased professional fees.

     Operating Income

Consolidated  Operating  Income  of $431,000  decreased  $105,000,  or
19.6%,  from last year's operating income of $536,000.  This  decrease
is  primarily  a result of increased operating expenses  for  the  new
subsidiary Fisher Medical Corporation.

     Interest Expense

Consolidated Interest Expense of $96,000 decreased $187,000  or  66.0%
as  compared  with  the  same period last  year.   This  decrease  was
primarily  a  result of the decrease in subordinated  debt  and  notes
payable  attributed to the conversion of debt in conjunction with  the
Rights Offering which expired on October 30, 1998.

     Gain on Sale of Assets

Consolidated Gain on Sale of Assets of $8,000 in the current year
resulted from the sale of a Company auto versus a gain of $203,000 in
the prior year which resulted from the termination of Med's Purchase
and Sale, Distribution and Custody Agreements with Vivax.

     Pre Tax Earnings

Pre  Tax Earnings of $342,000 for the fiscal year ended April 30, 2000
decreased  $114,000, or 25.0%, as compared with the same  period  last
year.  This decrease was experienced due to the gain on sale of assets
recognized  in the prior year along with increased operating  expenses
incurred  for  the  new subsidiary Fisher Medical Corporation.   These
decreases  to earnings, as compared to the prior year, were  partially
offset by a decrease in interest expense in the current year.

     Provision for Income Taxes

Provision for Income Taxes of $11,000 for the fiscal year ended  April
30,  2000, increased $1,000, or 10%, as compared with $10,000 for  the
same period last year.

     Income from Continuing Operations

Income from Continuing Operations of $331,000, decreased $115,000,  or
25.8%, as compared to the prior year.

<PAGE>

     Income from Discontinued Operations

Income from Discontinued Operations of $210,000 in the current year is
a  result  of  the  reversal of accruals relating  to  a  discontinued
division  in 1997 and the liquidation of a business acquired  in  June
1995.

     Consolidated Net Income

Consolidated  Net Income of $541,000 for the fiscal year  ended  April
30,  2000  increased $95,000, or 21.3%, as compared to net  income  of
$446,000 for the same period last year.


Comparison of Fiscal Year Ended April 30, 1999 With Fiscal Year  Ended
April 30, 1998

     Net Revenues

Consolidated Revenues of $15,288,000 increased $1,684,000,  or  12.4%,
from  fiscal  1998.   The  increase was the  result  of  a  $1,584,000
increase in AVES' sales and the addition of $100,000 in rental  income
from the new subsidiary, Med.

     Cost of Revenues

Consolidated Cost of Revenues of $12,999,000 increased $1,553,000,  or
13.6%,  from  the  prior fiscal year as a result of  the  increase  in
revenues.

     Gross Margin

Consolidated Gross Margin of $2,290,000 was 15.0% of revenues, as
compared with $2,159,000, or 15.9%, for the same period last year.

     Selling, General and Administrative Expense

Consolidated   Selling,   General  and  Administrative   Expenses   of
$1,754,000  increased  $37,000, or 2.2%, as compared  with  the  prior
reporting year. This increase was due to $66,000 in expenses  for  the
new  subsidiary,  Med,  and a $6,000 increase in  Corporate  spending.
AVES  decreased  spending  by  $35,000  which  partially  offset   the
increases  experienced  by  Med and Corporate.  Although  expenses  at
Corporate  were  up from the prior year, this $6,000  increase  was  a
result of a difference in miscellaneous tax expense of $60,000.  Taxes
in  the  current  year were $6,000 versus a credit of $54,000  in  the
prior year.  The prior year's credit was a result of miscellaneous tax
refunds  received.   Corporate  recognized  an  overall  decrease   in
spending  of  $54,000  in all other expense categories  due  to  their
continued  efforts  to  reduce  costs.   The  savings  at  AVES   were
attributable to reductions in payroll expenses.

     Operating Income

Consolidated Operating Income of $536,000 increased $94,000, or 21.3%,
from  last  year's  operating income of $442,000.  This  increase  was
directly related to the increase in sales.

<PAGE>

     Interest Expense

Consolidated Interest Expense of $283,000 decreased $83,000  or  22.6%
as  compared  with  the  same period last  year.   This  decrease  was
primarily  a  result of the decrease in subordinated  debt  and  notes
payable  attributed to the conversion of debt in conjunction with  the
Rights  Offering which expired on October 30, 1998.  As compared  with
the  prior  period,  subordinated debt  was  down  $787,000,  with  an
interest  rate  reduction on the $613,000 in remaining principal  from
12%  to 8%, and notes payable decreased $1,000,000 due to the exchange
of  equity  for debt.  The resulting decline in interest was partially
offset  by higher interest experienced from increased borrowing levels
on the Company's line of credit.

     Gain (Loss) on Sale of Assets

Consolidated Gain on Sale of Assets of $203,000 resulted from the
termination of Med's Purchase and Sale, Distribution and Custody
Agreements with Vivax.

     Pre Tax Earnings

Pre  Tax Earnings of $456,000 for the fiscal year ended April 30, 1999
increased  $380,000, or 500.0%, as compared with the same period  last
year.   This  increase was due to higher revenues, decreased  interest
expense, and the $203,000 gain on sale from Med's termination  of  its
agreements  with Vivax.  These increases were partially  offset  by  a
slight increase in selling, general and administrative expenses.

     Provision for Income Taxes

Provision for Income Taxes of $10,000 for the fiscal year ended  April
30, 1999 as compared with $0 for the same period last year.

     Net Income (Loss)

Consolidated  Net Income of $446,000 for the fiscal year  ended  April
30, 1999 as compared with $76,000 for the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

At  April 30, 2000, consolidated open lines of credit available to the
Company  for  borrowing, were $881,000 as compared with $1,250,000  at
April  30,  1999.  It is the opinion of the Company's management  that
operating expenses, as well as obligations coming due during the  next
fiscal  year,  will  be  met  primarily by cash  flow  generated  from
operations and from available borrowing levels.

     Working Capital

Working capital was $379,000 at April 30, 2000, compared with $371,000
at April 30, 1999.

Net  cash  provided by operating activities was $646,000  in  2000  as
compared with $321,000 in 1999.

Cash  flows  used in investing activities during the year ended  April
30,  2000  were $548,000 primarily due to the purchase acquisition  of
the  assets of Fisher Medical LLC along with increases in property and
equipment  relating to the new Fisher Medical Corporation  subsidiary.
Net  cash  provided of $68,000 in 1999 was a result  of  the  sale  of
assets relating to the Med subsidiary.

<PAGE>

Cash  provided by financing activities of $223,000 for the fiscal year
ended  April 30, 2000 is a result of borrowings on the Company's  line
of  credit.  Cash used in financing activities of $418,000 in 1999 was
due  to payment on the Company's line of credit and principal payments
on notes payable to related parties.  The majority of the common stock
issued  in  conjunction with the Rights Offering was subscribed  using
conversion  of  debt.  Consequentially, there was little  to  no  cash
provided by the transaction.

The Company had no material commitments for capital expenditures as of
April 30, 2000.

At   a  meeting  of  shareholders  held  on  November  22,  1999,  the
shareholders   approved  an  amendment  to  Jayark's  Certificate   of
Incorporation  providing  a  one for  ten  reverse  stock  split.   On
December  2,  1999, the Company filed a Certificate of Amendment  with
the  Delaware  Secretary of State to effect the one  for  ten  reverse
stock  split.   On  January 7, 2000, the "Effective Time"  or  "Record
Date", each ten (10) issued and outstanding shares of Common Stock  of
the   Corporation,  par  value  $.01  per  share,  were  automatically
converted  into  one (1) validly issued, fully paid and  nonassessable
share  of  Common Stock of the Corporation, par value $.01 per  share.
To   avoid  the  existence  of  fractional  shares  of  common  stock,
stockholders  who  would  otherwise  have  been  entitled  to  receive
fractional  shares of common stock equal to one-half or more  received
one whole share.  No shares or scrip were issued to holders in respect
of any fraction less then one-half.

On  January 5, 2000, the Company, through a newly formed, wholly owned
subsidiary,  Fisher Medical Corporation ("Fisher"),  entered  into  an
Asset  Purchase Agreement with Fisher Medical, LLC ("LLC"), a  company
that  develops,  manufactures  and distributes  medical  supplies  and
equipment  for  hospitals, nursing homes and  individuals.  Under  the
terms of the agreement, Fisher purchased all of the assets of LLC  for
cash  of  $215,000.  The acquisition resulted in goodwill  of  $82,415
which is being amortized on a straight-line basis over 20 years.  This
acquisition  has  been  accounted for under  the  purchase  method  of
accounting. Fisher financed this purchase from the Company's  existing
$1,250,000 revolving line of credit.

Additionally, Fisher entered into Employment Agreements with  the  two
principals   of   LLC   to  continue  developing,  manufacturing   and
distributing  medical  products of Fisher.  In consideration  for  the
Employment  Agreements,  the two principals  also  entered  into  Non-
Disclosure and Non-Competition Agreements.

Fisher also entered into a five-year (with a five year renewal option)
Technology  License Agreement with LLC, which conveyed the  technology
developed   by   Trlby  Innovative  LLC  of  Torrington,   Connecticut
("Trlby").    Under  a  20-year  Product  Development  and  Technology
Transfer  Agreement  ("Agreement"), Trlby has  and  will  continue  to
develop certain medical supply products for LLC.  In consideration for
this  November  1999  Agreement, Trlby  receives  consulting  fees  of
$42,000  per  year and a royalty of 5% of  net  sales,
subject to minimum amounts, from any products developed by them.   The
minimum royalties consist of $24,000 for the first full calendar  year
following  the  date  of  the  first commercial  introduction  of  the
product, $36,000 for the succeeding calendar year and $48,000 for each
calendar year thereafter.

Under   the  terms  of  the  Fisher  Medical  LLC  Technology  License
Agreement,  in  addition to all royalties and fees due  Trlby,  Fisher
will  pay  a royalty of 5% of gross income to LLC during the five-year
term  of  the Technology License Agreement.  The option to renew  this
agreement for an additional five years requires Fisher to pay a fee of
20%  of  cumulative after tax earnings for any products developed  and
sold  during  the  initial five-year term of  the  Technology  License
Agreement.

<PAGE>

If Fisher can develop, manufacture and distribute medical supplies and
equipment,  the income and cash flow could have a material  affect  on
the  operating results of Jayark.  There can be no assurances that the
Company will be successful in this venture.

     Impact of Inflation

Management   of   the   Company  believes  that  inflation   has   not
significantly  impacted either net sales or net  earnings  during  the
year ended April 30, 2000.

     Effect of New Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement  of  Financial Accounting Standards No.  133  ("SFAS  133"),
"Accounting  for Derivative Instruments and Hedging Activities".    In
May 1999, the FASB voted to delay the effective date of FAS 133 by one
year.   The Company will be required to adopt FAS 133 for transactions
entered into for quarters in the fiscal year beginning after June  15,
2000.   SFAS 133 requires that all derivative instruments be  recorded
on  the  balance sheet at fair value.  Changes in the  fair  value  of
derivatives  are  recorded each period in current  earnings  or  other
comprehensive income, depending on whether a derivative is  designated
as  part  of  the hedge transaction and the type of hedge transaction.
The  ineffective portion of all hedges will be recognized in earnings.
The Company does not expect this standard to have a significant impact
on future financial statement disclosures.

     Year 2000

The  Company  used both internal and external resources  to  identify,
correct, upgrade or replace and test its IT systems and embedded  chip
equipment  for  year 2000 compliance.  To date, the  Company  has  not
experienced any material adverse consequences associated with the Year
2000  date  change.   The  Company  is  not  aware  of  any  remaining
significant problems related to Year 2000 issues but is continuing  to
monitor  the  status  of  suppliers and  vendors.   There  can  be  no
assurance  that the Company, or one of the entities it  does  business
with,  will  not  experience a Year 2000 problem  that  could  have  a
material adverse effect on the Company.

                         Item 7A. Market Risk

                                 None

          Item 8. Financial Statements And Supplementary Data

The  Report  of  Independent Certified Public  Accountants,  Financial
Statements and Notes to Consolidated Financial Statements filed  as  a
part  of this report are listed in the accompanying Index to Financial
Statements and Schedules.

 Item 9. Change In and Disagreement With Accountants on Accounting And
                         Financial Disclosure

                                 None

<PAGE>
                               PART III

      Item 10. Directors And Executive Officers Of The Registrant

Set forth below is a list of the directors, executive officers and key
employees  of  the Company and their respective ages as  of  June  30,
2000, and, as to directors, the expiration date of their current  term
of office:

<TABLE>
<CAPTION>


                            CURRENT DIRECTORS
<S>                <C>    <C>               <C>                            <C>
                         Term                                           Director
Name               Age  Expires    Position Presently Held                Since
--------------------------------------------------------------------------------
David Koffman      41    2000  Chairman, President, Chief Executive     1983
                               Officer and Director
Frank Rabinovitz   57    2000  Executive Vice President, Chief          1989
                               Operating Officer, Director and
                               President of AVES
Robert C. Nolt     52    2001  Chief Financial Officer and Director     1998
Arthur G. Cohen    71    1999  Director                                 1990
Jeffrey P. Koffman 34    2002  Director                                 1999

</TABLE>

David L. Koffman was elected President and Chief Executive Officer  of
the  Company  in  December 1988.  Prior to that  time,  he  served  as
Director and Vice President of the Company for over seven years.

Frank Rabinovitz was elected Executive Vice President, Chief Operating
Officer and Director of the Company in 1989.  In addition, he  is  the
President  of the Company's audiovisual subsidiary and has  served  in
this  capacity  for more than thirteen years, as well  as  in  various
other executive and management capacities since 1980.

Robert C. Nolt is Chief Financial Officer and Director of the Company.
In  addition,  Mr.  Nolt  is  Chief Financial  Officer  of  Binghamton
Industries,  Inc., a company controlled by the principal  shareholders
of  the  Company.   Prior to joining the Company, Mr.  Nolt  was  Vice
President  of  Finance of RRT-Recycle America, Inc.   Mr.  Nolt  is  a
Certified  Public Accountant with over 27 years of experience  in  the
Accounting  field  and has served in a number of executive  positions.
Before  joining RRT in 1993, Mr. Nolt was Chief Financial Officer  for
the Vestal, NY based Ozalid Corporation.

Arthur G. Cohen has been a real estate developer and investor for more
than  nine years.  Mr. Cohen is a Director of Baldwin and Arlen,  Inc.
Burton  I.  Koffman and Richard E. Koffman are parties to an agreement
with  Arthur G. Cohen pursuant to which they have agreed to vote their
shares in favor of the election of Mr. Cohen to the Board of Directors
of the Company.

Jeffrey  P. Koffman was elected Director of the Company in 1999.   Mr.
Koffman  has served as a Director of Apparel America, Inc. since  June
1995  and Executive Vice-President of Apparel America, Inc. from  June
1994 to February 1996.  Mr. Koffman was appointed President of Apparel
America,  Inc.  in  February 1996.  Apparel America,  Inc.  filed  for
protection  from its creditors under Chapter 11 in 1998.  Mr.  Koffman
served as a financial analyst with Security Pacific from 1987 to 1989.
In  1989, Mr. Koffman became Vice-President of Pilgrim Industries  and
in  1990,  he  became  the President of that Company.   From  1994  to
present,  Mr.  Koffman has served in an executive capacity  with  Tech
Aerofoam Products.

<PAGE>
     Information Concerning Operations of the Board of Directors

The  Executive  Committee of the Board of Directors  consists  of  Mr.
David  L.  Koffman (Chair) and Mr. Frank Rabinovitz.  The function  of
the  Executive  Committee is to exercise the powers of  the  Board  of
Directors  to the extent permitted by Delaware law.  As  a  rule,  the
Executive  Committee  meets to take action  with  respect  to  matters
requiring Board of Directors approval and which cannot await a regular
meeting  of  the  Board  or the calling of a special  meeting.   Under
Delaware  law and the Company's By-laws, both the Board and  Executive
Committee can act by unanimous written consent to all members.

The  Stock  Option Committee of the Board of Directors was created  to
administer the Company's 1981 Incentive Stock Option Plan, as amended,
pursuant  to resolution adopted November 24, 1981, giving it authority
to  exercise powers of the Board with respect to the Plan.  The  Stock
Option Committee consists of Mr. Frank Rabinovitz and Mr. Robert Nolt.

The  Audit Committee of the Board of Directors was created in 1991  to
administer  and coordinate the activities and results  of  the  annual
audit  of  the Company by independent accountants and to  comply  with
NASDAQ listing requirements.  The Audit Committee is comprised of  Mr.
Frank Rabinovitz and Mr. Robert Nolt.

The  Compensation Committee of the Board of Directors was  created  in
1993  to  administer  and review compensation  structure,  policy  and
levels of the Company.  The Compensation Committee is composed of  Mr.
Frank Rabinovitz and Mr. David Koffman.

                    Item 11. Executive Compensation

Set  forth  in the following table is certain information relating  to
the approximate remuneration paid by the Company during the last three
fiscal  years  to  the chief executive officer and each  of  the  most
highly   compensated  executive  officers  whose  total   compensation
exceeded $100,000.

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE (1,2,3)

<S>                                       <C>      <C>      <C>
                                                      Annual
                                                   Compensation
                                          Year    Salary   Bonus
David L. Koffman                          2000   $ 81,000    --
Chairman,  President                      1999    141,750    --
and Chief Executive Officer               1998    162,000    --

Frank Rabinovitz                          2000   $162,000  $50,000
Director, Executive Vice President, Chief 1999    162,000   50,000
Operating Officer, President of AVES      1998    162,000   50,000

</TABLE>


(1)   Does not include the value of non-cash compensation to the named
  individuals, which did not exceed the lesser of $50,000 or,  10%  of
  such individuals' total annual salary and bonus.  The Company provides
  a vehicle to each of the named executives for use in connection with
  Company business but does not believe the value of said vehicles and
  other non-cash compensation, if any, exceeds the lesser of $50,000 or
  10% of the individual's total annual salary and bonus.

(2)   The  Company has entered into Split Dollar Insurance  Agreements
  with  David L. Koffman and Frank Rabinovitz, pursuant to  which  the
  Company  has  obtained  insurance policies on  their  lives  in  the
  approximate  amounts of $5,743,400 and $497,700, respectively.   The
  premium is paid by the Company.  Upon the death of the individual, the

<PAGE>

  beneficiary  named  by  the individual is entitled  to  receive  the
  benefits  under  the policy.  The approximate amounts  paid  by  the
  Company during the fiscal year ended April 30, 2000 for this insurance
  coverage  were $0 and $25,373, respectively.  Such amounts  are  not
  included in the above table.

(3)  The Company has accrued Mr. Koffman's 2000, 1999 and 1998 salary,
  however,  he  has deferred payment until such time as the  Company's
  working capital position improves.

The  following  table sets forth-certain information relating  to  the
value of stock options at April 30, 2000:

<TABLE>
<CAPTION>

<S>                <C>          <C>            <C>          <C>

                      Number of Unexercised     Value of Unexercised In-
                   Options at Fiscal Year End     The-Money Options at
                                                    Fiscal Year End
                   --------------------------   -------------------------
Name               Exercisable  Unexercisable  Exercisable  Unexercisable
-----              -----------  -------------   ----------  --------------
Frank Rabinovitz    10,000      0               $0          0

</TABLE>

  Based  on  the $0.81 per share closing bid price of  the  common
  stock on the NASDAQ Stock Exchange on April 30, 2000

Effective  November  24, 1981 and approved at the annual  stockholders
meeting  in  1982,  the 1981 Incentive Stock Option  Plan  (ISOP)  was
adopted.   An amendment to the ISOP was adopted on December 11,  1989.
This  amendment increased the number of incentive stock  options  that
can be granted from 15,000 shares to 60,000 shares.  The ISOP provides
for  the  granting  to key employees and officers of  incentive  stock
options,  as  defined under current tax laws.  The stock  options  are
exercisable  at a price equal to or greater than the market  value  on
the  date  of  the  grant.  No stock options were granted  during  the
fiscal year ended April 30, 2000.

Effective  September 15, 1994 and approved at the annual  stockholders
meeting in 1994, the 1994 NonEmployee Director Stock Option Plan  (the
"Director Plan") was adopted and 20,000 shares of the Company's common
stock  reserved  for issuance under the Director Plan.   The  Director
Plan  provides for the automatic grant of nontransferable  options  to
purchase common stock to nonemployee directors of the Company; on  the
date  immediately  preceding  the  date  of  each  annual  meeting  of
stockholders  in  which an election of directors  is  concluded,  each
nonemployee  then in office will receive options exercisable  for  500
shares  (or  a  pro  rata share of the total number  of  shares  still
available  under the Director Plan).  No option may be  granted  under
the  Director  Plan  after  the date of the  1998  Annual  Meeting  of
Stockholders.

Options  issued  pursuant to the Director Plan are exercisable  at  an
exercise  price equal to not less than 100% of the fair  market  value
(as defined in the Director Plan) of shares of common stock on the day
immediately preceding the date of the grant.  Options are  vested  and
fully  exercisable  as of the date of the grant.  Unexercised  options
expire on the earlier of (i) the date that is ten years from the  date
on  which  they  were granted, (ii) the date which is  three  calendar
months from the date of the termination of the optionee's directorship
for  any  reason  other than death or disability (as  defined  in  the
Director  Plan),  or (iii) one year from the date  of  the  optionee's
disability or death while serving as a director.

The  Director  Plan  became effective immediately following  the  1994
Annual  Meeting of Shareholders.  Each nonemployee director in  office
on  the  date  immediately preceding the date of  each  year's  annual
meeting  will  receive options exercisable for 500  shares  of  common
stock.

<PAGE>

During  fiscal  year  ended April 30, 2000, no director  options  were
granted to nonemployee directors.

Report  of  the  Compensation Committee of the Board of  Directors  on
Executive Compensation

Except  pursuant to its ISOP and the Director Plan, the  Company  does
not  have any formal annual incentive program, cash or otherwise,  nor
does  it make annual grants of stock options.  Cash bonuses and  stock
options,  including  bonuses and options paid to  executive  officers,
have   generally  been  awarded  based  upon  individual  performance,
business unit performance and corporate performance, in terms of  cash
flow,  growth  and net income as well as meeting budgetary,  strategic
and business plan goals.

The  Company  is  committed to providing a compensation  program  that
helps  attract  and  retain the best people  for  the  business.   The
Company  endeavors  to  achieve symmetry of  compensation  paid  to  a
particular  employee or executive and the compensation paid  to  other
employees  or  executives both inside the Company  and  at  comparable
companies.

The  remuneration  package of the Chief Executive Officer  includes  a
percentage bonus based on the Company's profitable performance.

Item   12.  Security  Ownership  Of  Certain  Beneficial  Owners   And
Management

The following table sets forth as of July 3, 2000, the holdings of the
Company's Common Stock by those persons owning of record, or known  by
the Company to own beneficially, more than 5% of the Common Stock, the
holdings  by  each  director  or  nominee,  the  holdings  by  certain
executive  officers and by all of the executive officers and directors
of the Company as a group.

<TABLE>
<CAPTION>

PRINCIPAL STOCKHOLDERS
<S>                                             <C>            <C>     <C>
                                         Amount and Nature
                                           of Beneficial       Note    % of
Name and Address of Beneficial Owner         Ownership         (1)     Class
------------------------------------     -----------------     -----   -----
David L. Koffman
300 Plaza Drive, Vestal,NY 13850             1,283,033                 46.4%
Vulcan Properties, Inc.
505 Eighth Ave Suite 300, New York, NY 10018   292,189                 10.6%
Burton I. Koffman
300  Plaza  Drive, Vestal, NY 13850            185,819          2,3     6.7%
Ruthanne Koffman
300  Plaza  Drive, Vestal, NY 13850            183,065                  6.6%
Jeffrey P. Koffman
150  East 52nd Street, New York, NY 10022      146,102                  5.3%
Frank Rabinovitz
6116 Skyline Drive, Houston, TX 77057           68,426                  2.5%
Robert C. Nolt
300 Plaza Drive, Vestal, NY 13850               10,000                  0.4%
All Directors & Exec Officers as a group     1,507,561                 54.5%

</TABLE>

1.All shares are owned directly by the individual named, except as
  set  forth  herein.  Includes actual shares beneficially  owned  and
  Employee and Director Stock Options exercisable within 60 days. David
  L.  Koffman  and Jeffrey P. Koffman are sons of Burton  I.  Koffman.
  Ruthanne Koffman is the wife of Burton I. Koffman.

<PAGE>

2.Excludes 3,700 shares owned by a charitable foundation of  which
  Burton I. Koffman is President and Trustee.

3.Includes  53,700 shares owned as tenants in common  by  brothers
  Richard E. Koffman and Burton I. Koffman.

Item 13. Certain Relationships And Related Transactions

Except  as noted share amounts are reported as they were prior to  the
reverse stock split.

In  September 1998, the Company offered to each stockholder, the right
to  purchase, pro rata, two shares of Common Stock at a price of  $.10
per  share.   The Company filed a Registration Statement on  Form  S-1
with  the Securities and Exchange Commission in order to register such
rights to purchase Common Stock, under the Securities Act of 1933,  as
amended.

The  Rights Offering expired on October 30, 1998.  The total  offering
of   18,442,398  shares  was  fully  subscribed  with  111,600  shares
purchased with cash and the balance subscribed by conversion of  debt.
The Company issued the new shares in November 1998.  The conversion of
debt  to stock in conjunction with the Rights Offering resulted  in  a
$1,000,000  reduction in notes payable to related parties, a  $761,000
reduction  in  subordinated debt, and a $72,000 reduction  in  accrued
interest.  The end result was $1,794,000 of equity enhancement.

The  Koffman Group, which consists of David Koffman, Chairman  of  the
Board  of  Directors  and  President of the Company,  Burton  Koffman,
Richard  Koffman,  Milton  Koffman,  Jeffrey  Koffman,  Sara  Koffman,
Ruthanne  Koffman,  Elizabeth  Koffman,  Steven  Koffman,  and   three
entities  controlled  by  members of the  Koffman  family,  agreed  to
acquire  all  shares  not purchased by other stockholders  on  Primary
Subscription.   As  a result, adjusted to reflect  the  reverse  stock
split,  the Koffman Group beneficially owns 2,044,158 shares of Common
Stock,  which  represents  approximately  74%  of  the  Common   Stock
outstanding.

PART IV

Item 14. Exhibits, Financial Statement Schedules And Reports On Form 8-
K

(a) Documents filed as part of this report:
     1. And 2. Financial Statements.
      The   Report   of  Independent  Certified  Public   Accountants,
      Financial   Statements  and  Notes  to  Consolidated   Financial
      Statements  which are filed as a part of this report are  listed
      in the Index to Financial Statements.
         Note  - no financial statement schedules were required to  be
     filed.
             3.  Exhibits, which are filed as part of this report, are
listed in the accompanying Exhibit Index.
(b) Reports on Form 8-K - None

<PAGE>

SIGNATURES

Pursuant  to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

JAYARK CORPORATION

By:

/s/  David L. Koffman     Chairman of the Board and Director     July 21, 2000
DAVID L. KOFFMAN

Pursuant  to the requirements of the Securities Exchange Act of  1934,
this  report has been signed below by the following persons on  behalf
of the Registrant and in the capacities and on the date indicated.

/s/  David  L. Koffman   Chairman of the Board, President,
DAVID L. KOFFMAN         Chief Executive Officer and Director    July 21, 2000

/s/  Frank  Rabinovitz   Executive Vice  President, Chief
FRANK RABINOVITZ         Operating Officer and Director          July 21, 2000

/s/  Robert  C.  Nolt    Chief Financial Officer and Director    July 21, 2000
ROBERT C. NOLT

/s/    Arthur G. Cohen   Director                                July 21, 2000
ARTHUR G. COHEN

/s/ Jeffrey P. Koffman   Director                                July 21, 2000
JEFFREY P. KOFFMAN

<PAGE>

                  JAYARK CORPORATION AND SUBSIDIARIES

              Index                                                       Page
-------------------------------------------------------------------------------
Consolidated Financial Statements:
Report of Independent Certified Public Accountants                           21
Balance Sheets - April 30, 2000 and 1999                                     22
Statements of Operations - For the years ended April 30, 2000, 1999 and 1998 23
Statements of Stockholders' Deficit -
For the years ended April 30,2000, 1999 and 1998                             24
Statements of Cash flows - For the years ended April 30, 2000, 1999 and 1998 25
Notes to Consolidated Financial Statements                                26-35

<PAGE>

Report of Independent Certified Public Accountants

To the Shareholders and Directors
Jayark Corporation
Vestal, New York

We have audited the accompanying consolidated balance sheets of Jayark
Corporation  and Subsidiaries as of April 30, 2000 and 1999,  and  the
related   consolidated   statements   of   operations,   changes    in
stockholders' deficit, and cash flows for each of the three  years  in
the  period ended April 30, 2000.  These financial statements are  the
responsibility of the Company's management.  Our responsibility is  to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to   obtain   reasonable  assurance  about  whether  the  consolidated
financial  statements  are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the  amounts
and  disclosures in the financial statements.  An audit also  includes
assessing  the  accounting principles used and  significant  estimates
made by management, as well as evaluating the overall presentation  of
the  financial  statements.   We believe that  our  audits  provide  a
reasonable basis for our opinion.

In  our  opinion,  the consolidated financial statements  referred  to
above present fairly, in all material respects, the financial position
of  Jayark Corporation and Subsidiaries as of April 30, 2000 and 1999,
and  the results of their operations and their cash flows for each  of
the  three years in the period ended April 30, 2000 in conformity with
generally accepted accounting principles.

BDO Seidman, LLP

New York, New York

July 10, 2000

<PAGE>
                  Jayark Corporation and Subsidiaries
                      Consolidated Balance Sheets
                        April 30, 2000 and 1999
<TABLE>
<CAPTION>

<S>                                                       <C>            <C>
                                                        4/30/00         4/30/99
                                                        -------         -------
Assets
Current Assets
Cash and Cash Equivalents                              $530,540        $209,724
Accounts Receivable-Trade, less allowance for doubtful
accounts of $76,000 and $59,000, respectively         1,384,212       1,818,214
Inventories                                             480,460         337,914
Other Current Assets                                     89,915          46,247
                                                        -------         -------
Total Current Assets                                  2,485,127       2,412,099

Non Current Assets
Property & Equipment, less accumulated
depreciation and amortization                           433,761         120,410

Goodwill and Other Intangibles less accumulated
amortization of $518,000 and $485,000, respectively     320,238         247,382
                                                        -------         -------
Total Non-Current Assets                                753,999         367,792
                                                        -------         -------
Total Assets                                         $3,239,126      $2,779,891
                                                        =======         =======

Liabilities
Current Liabilities
Notes Payable & Line of Credit                         $368,954              $0
Current Portion of Long Term Debt                       161,332         161,332
Accounts Payable                                        492,375         689,209
Accrued Expenses                                         50,000         253,796
Accrued Salaries                                        445,640         392,420
Accrued Interest                                        504,510         504,510
Other Current Liabilities                                83,363          39,918
                                                        -------         -------
Total Current Liabilities                             2,106,174       2,041,185

Long Term Debt                                        1,278,571       1,424,229
                                                        -------         -------
Total Liabilities                                     3,384,745       3,465,414
                                                        =======         =======


Stockholders' Deficit
Common Stock of $.01 Par Value, Authorized 30,000,000
Shares, Issued: 2,773,860 Shares                         27,739          27,739
Treasury Stock, at cost, 7,500 shares                      (750)             --
Additional Paid-In Capital                           12,598,980      12,598,980
Deficit                                             (12,771,588)    (13,312,242)
                                                        -------         -------
Total Stockholders' Deficit                            (145,619)       (685,523)
                                                        -------         -------
Total Liabilities & Stockholders' Deficit            $3,239,126      $2,779,891
                                                        =======         =======
</TABLE>


      See accompanying notes to consolidated financial statements

<PAGE>
                  Jayark Corporation and Subsidiaries
                 Consolidated Statements of Operations
           For the Years Ended April 30, 2000, 1999 and 1998

<TABLE>
<CAPTION>

<S>                                       <C>            <C>           <C>
                                         2000           1999          1998
                                       ---------      ---------       ---------
Net Revenues                         $13,197,866    $15,288,215    $13,604,558
Cost of Revenues                      10,869,794     12,998,508     11,445,669
                                       ---------      ---------       ---------
Gross Margin                           2,328,072      2,289,707      2,158,889

Selling, General and Administrative    1,897,502      1,754,169      1,717,242
                                       ---------      ---------       ---------

Operating Income                         430,570        535,538        441,647

Other Income (Expense):
Net Interest Expense                     (96,248)      (283,165)      (365,655)
Gain on Sale of Assets                     7,800        203,432             --
                                       ---------      ---------       ---------

Pre Tax Earnings                         342,122        455,805         75,992

Provision for Income Taxes                11,144         10,000             --
                                       ---------      ---------       ---------

Income from Continuing Operations        330,978        445,805         75,992
                                       ---------      ---------       ---------

Income from Discontinued Operations      209,676             --             --
                                       ---------      ---------       ---------

Net Income                              $540,654       $445,805        $75,992
                                       =========      ==========      =========

Basic and Diluted Earnings per
Common Share:
Continuing Operations                       $.12           $.24           $.08
Discontinued Operations                     $.08            $--           $--
                                       ---------      ---------       ---------
Net Income                                  $.20           $.24           $.08
                                       =========      ==========      =========

Weighted Average Common Shares:
Basic and Diluted                      2,766,360      1,836,661        922,120
                                       =========      ==========      =========

</TABLE>

      See accompanying notes to consolidated financial statements

<PAGE>
                  Jayark Corporation and Subsidiaries
           Consolidated Statements of Stockholders' Deficit
           For the Years Ended April 30, 2000, 1999 and 1998

<TABLE>
<CAPTION>

<S>                           <C>       <C>        <C>       <C>        <C>
                            Common    Paid In              Treasury    Total
                            Stock     Capital    Deficit    Stock     Deficit
                         --------    --------     --------  --------   --------
Balance at April 30, 1997 276,711  10,555,770  (13,834,039)      --  (3,001,558)
Net Income                     --          --       75,992       --      75,992
                         --------    --------     --------  --------   --------
Balance at April 30, 1998 276,711  10,555,770  (13,758,047)      --  (2,925,566)
Decreased Par Value to
$.01 from $.30 per Share (267,415)    267,415           --       --          --
Issue of 1,844,240
shares in Offering         18,443   1,775,795           --       --   1,794,238
Net Income                     --          --      445,805       --     445,805
                         --------    --------     --------  --------   --------
Balance at April 30, 1999  27,739  12,598,980 ( 13,312,242)      --    (685,523)
Purchase of Treasury Stock     --          --           --     (750)       (750)
Net Income                     --          --      540,654       --     540,654
                         --------    --------     --------  --------   --------
Balance at April 30, 2000 $27,739 $12,598,980 $(12,771,588)   $(750)  $(145,619)
                         ========    ========     ========  ========   ========

</TABLE>

      See accompanying notes to consolidated financial statements

<PAGE>

                  Jayark Corporation and Subsidiaries
                 Consolidated Statement of Cash Flows
           For the Years Ended April 30, 2000, 1999 and 1998

<TABLE>
<CAPTION>


<S>                                                  <C>        <C>      <C>
                                                    2000       1999      1998
                                                  --------   --------  --------
Cash Flows From Operating Activities:
Net Income                                        $540,654   $445,805   $75,992

Adjustments to Reconcile Earnings to Cash From Operating Activities:
Depreciation and Amortization
of Property and Equipment                           82,550    109,353    79,542
Amortization of Goodwill and Other Intangibles      32,498     21,360    21,360
Miscellaneous Write Off                                 --    (26,027)       --
Gain on Disposition of Assets                       (7,800)  (203,432)       --
Changes In Assets and Liabilities, net of
acquisition of Fisher in 2000:
(Increase) Decrease in Accounts Receivable Net     434,001    (94,381)  114,752
(Increase) Decrease in Inventories                (102,991)   (66,350)  141,282
Increase in Other Current Assets                   (28,663)    (8,924)  (14,474)
Decrease in Accounts Payable                      (196,834)  (134,417)  (24,141)
Increase (Decrease) in Accrued Expenses           (203,796)    56,605  (272,387)
Increase in Accrued Salaries                        53,221     93,687   192,202
Increase in Accrued Interest                            --    183,239   168,000
Increase (Decrease) in Other Liabilities            43,445    (55,503)  (96,093)
                                                  --------   --------  --------
Net Cash Provided By Operating Activities          646,285    321,015   386,035

Cash Flows From Investing Activities:
Purchase of Assets                                      --   (724,625)       --
Sale of Assets                                       7,800    884,925        --
Purchases of Property and Equipment               (320,377)   (91,987)  (51,636)
Business Acquisition, net of cash acquired        (215,000)        --        --
Purchases of Intangibles                           (20,438)        --        --
                                                  --------   --------  --------
Net Cash Provided By (Used In) Investing Act.     (548,015)    68,313   (51,636)


Cash Flows From Financing Activities:
Payment of Long Term Debt                               --         --    (8,702)
Proceeds From Issuance of Notes Payable            368,955         --    46,021
Payments of Notes Payable
& Subordinated Debentures                         (145,659)  (379,622) (200,000)
Purchase of Treasury Stock                            (750)        --        --
Proceeds From Issuance of Common Stock                  --     11,160        --
Costs Paid for Issuance of Common Stock                 --    (50,000)       --
                                                  --------   --------  --------
Net Cash Provided By (Used In) Financing Act.      222,546   (418,462) (162,681)

Net Incr (Decr) in Cash and Cash Equivalents       320,816    (29,134)  171,718
Cash & Cash Equivalents at Beginning of Year       209,724    238,858    67,140
                                                  --------   --------  --------
Cash & Cash Equivalents at End of Year            $530,540   $209,724  $238,858

</TABLE>

      See accompanying notes to consolidated financial statements

<PAGE>

              Notes to Consolidated Financial Statements

                     April 30, 2000, 1999 and 1998

(1) Summary of Significant Accounting Policies

                      Principles of Consolidation

The  consolidated financial statements include the accounts of  Jayark
Corporation  and  its wholly owned subsidiaries (the "Company").   All
material  intercompany profits, transactions and  balances  have  been
eliminated.

                              Inventories

Inventories  comprise finished goods and are stated at  the  lower  of
cost (first in, first out method) or market value.

         Property and Equipment, Depreciation and Amortization

Property  and  equipment  are  recorded  at  cost.   Depreciation  and
amortization  are  computed using the straight-line  method  over  the
estimated useful lives of the assets, ranging from approximately 3  to
20  years.  On sale or retirement, the cost of assets sold or  retired
and  related  accumulated depreciation or amortization  is  eliminated
from  the  accounts  and any resulting gain or  loss  is  included  in
operations.   Maintenance  and  repairs  are  expensed  as   incurred;
expenditures  for major renewals and betterments are  capitalized  and
amortized by charges to operations.

                              Intangibles

The  accounts  of purchased companies are included in the consolidated
financial  statements from the dates of acquisition.   The  excess  of
cost over the fair value of net assets of businesses acquired is being
amortized  using the straight-line method over a 20 to 40-year  period
commencing with the dates of acquisition.

The  cost  of patents obtained for some of the Company's products  are
being amortized over the life of the patent.

                          Revenue Recognition

Revenues  are  recorded  when products are  shipped.   Allowances  are
recorded for estimated returns and losses.

                             Income Taxes

The  Company  follows  the  asset and  liability  method  required  by
Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 109 in accounting for income taxes.  Deferred tax assets
and  liabilities  are  recognized  for  the  future  tax  consequences
attributable  to differences between the financial statement  carrying
amounts  of  existing assets and liabilities and their respective  tax
bases.  Deferred tax assets and liabilities are measured using enacted
tax  rates expected to apply to taxable income in the years  in  which
those  temporary differences are expected to be recovered or  settled.

<PAGE>

The  effect of deferred tax assets and liabilities of a change in  tax
rates  is  recognized  in  income in  the  period  that  includes  the
enactment  date.   Deferred  tax assets are  reduced  by  a  valuation
allowance when there is uncertainty as to the ultimate realization  of
the asset.

                          Earnings per Share

In  the third quarter of fiscal 1998, the Company adopted Statement of
Financial  Accounting Standards No. 128, "Earnings per  Share",  which
requires the presentation of both basic and diluted earning per  share
on the face of the Statements of Operations and the restatement of all
prior periods earnings per share amounts.  Assumed exercise of options
are  not included in the calculation of diluted earnings per share for
the  fiscal years ended April 30, 2000, 1999 and 1998 since the effect
would  be antidilutive due to the option price being greater than  the
average market price.  Accordingly, basic and diluted net earnings per
share do not differ for any period presented.

The following table summarizes securities that were outstanding as  of
April  30, 2000, 1999 and 1998 but not included in the calculation  of
diluted net earnings per share because such shares are antidilutive.

<TABLE>
<CAPTION>


<S>                                          <C>      <C>      <C>
For the year ending April 30,               2000     1999     1998
-------------------------------------------------------------------
Stock Options                              10,500  10,500    24,250
Convertible Subordinated Debentures            --      --    93,333
Warrants                                       --      --   416,667

</TABLE>

                       Statements of Cash Flows

For  purposes  of the statements of cash flows, the Company  considers
all highly liquid investments with original maturities of three months
or less to be cash equivalents.

                           Use of Estimates

The  preparation of financial statements in conformity with  generally
accepted  accounting principles requires management to make  estimates
and  assumptions  that  affect  the reported  amounts  of  assets  and
liabilities and disclosure of contingent assets and liabilities at the
date  of the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results could differ
from these estimates.

                           Long-Lived Assets

Long-lived  assets,  such  as property, equipment,  and  goodwill  are
evaluated  for  impairment  when events or  changes  in  circumstances
indicate that the carrying amount of the assets may not be recoverable
through the estimated undiscounted future cash flows from the  use  of
these  assets.   When any such impairment exists, the  related  assets
will  be  written  down  to  their fair  value.   This  policy  is  in
accordance with Statement of Financial Accounting Standards  No.  121,
"Accounting  for the Impairment of Long-Lived Assets  to  be  Disposed
Of",  which  was  adopted on May 1, 1996.  No  write-downs  have  been
necessary through April 30, 2000.

                       Stock-Based Compensation

The  Company uses the intrinsic value method for accounting for  stock
compensation plans, as permitted by Statement of Financial  Accounting
Standards  No.  123, "Accounting for Stock-Based Compensation",  which

<PAGE>

was  adopted on May 1, 1996.  Accordingly, compensation cost for stock
options is measured as the excess, if any, of the quoted market  price
of  the  Company's stock at the date of the grant over the amount  the
employee must pay to acquire the stock.

                    Effect of new accounting pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement  of  Financial Accounting Standards No.  133  ("SFAS  133"),
"Accounting  for Derivative Instruments and Hedging Activities".    In
May 1999, the FASB voted to delay the effective date of FAS 133 by one
year.   The Company will be required to adopt FAS 133 for transactions
entered into for quarters in the fiscal year beginning after June  15,
2000.   SFAS 133 requires that all derivative instruments be  recorded
on  the  balance sheet at fair value.  Changes in the  fair  value  of
derivatives  are  recorded each period in current  earnings  or  other
comprehensive income, depending on whether a derivative is  designated
as  part  of  the hedge transaction and the type of hedge transaction.
The  ineffective portion of all hedges will be recognized in earnings.
The Company does not expect this standard to have a significant impact
on future financial statement disclosures.

(2) Business

The Company operates in three reportable business segments as follows:

The Company's audio-visual subsidiary, AVES Audio Visual Systems, Inc.
("AVES"), distributes and
rents  a  broad range of audio, video and presentation equipment,  and
supplies  to  businesses, churches, hospitals, hotels and  educational
institutions

MED  Services Corp. ("Med") finances the manufacture, sales and rental
of  medical  equipment.   It had one customer in  fiscal  1999,  Vivax
Medical  Corporation,  a company that manufactures,  sells  and  rents
durable medical equipment to hospitals, nursing homes and individuals.

Fisher  Medical Corporation ("Fisher") is in the process of developing
and  manufacturing medical supplies and equipment.  Its customer  base
includes hospitals, nursing homes and individuals.

For the years ended April 30, 2000, 1999 and 1998, the net assets, net
revenues  and net income of the Company are attributable primarily  to
the  operations of AVES.  However, in the current year the acquisition
of  Fisher (Note 15) resulted in net revenues of $0 and a net loss  of
approximately   $195,000  for  the  four  months  since   acquisition.
Fisher's net assets at April 30, 2000 are approximately $47,000.

(3) Related Party Transactions

The  Company  has  a subordinated note (Note 7) with a  related  party
amounting  to  $201,113  and $232,228 at  April  30,  2000  and  1999,
respectively.  The annual interest rate was reduced from 12% to 8%  on
November  1,  1998.  The new note provides for interest  payments  due
quarterly beginning January 31, 1999 and annual principal payments  in
the  amount of $23,228 starting December 31, 1999 with the balance due
on December 31, 2004.  Interest expense relating to subordinated notes
payable  to related parties was $16,213, $49,224 and $95,485 in  2000,
1999 and 1998, respectively.

The  Company had a long term note payable to a related party amounting
to  $895,858  and  $972,298 at April 30, 2000 and 1999,  respectively.
The  interest rate on the $895,858 is 7.5%.  The maturity date of  the
note  has  been  extended  to  December 31,  2004.   Interest  expense
relating  to  this note for the years ended April 30, 2000,  1999  and
1998 was $64,438, $134,986 and $172,139, respectively.

<PAGE>

Accrued interest to related parties for the years ended April 30, 2000
and 1999 was $323,223.

Accrued salaries for the years ended April 30, 2000 and 1999, are  for
one of the Company's executive officers.

(4) Property and Equipment

Property and equipment are summarized as follows:
<TABLE>
<CAPTION>

<S>                                                <C>       <C>
                                                April 30,   April 30,
                                                   2000        1999
                                                ---------   ---------
Machinery and equipment                          $202,435     $28,048
Furniture and fixtures                            110,414      48,601
Leasehold improvements                             86,728      12,290
Automobiles and trucks                            182,098     182,862
Rental and demonstration equipment                181,017     157,939
                                                ---------   ---------
Total property and equipment                      762,692     429,740
Less accumulated depreciation and amortization    328,931     309,330
                                                ---------   ---------
Net property and equipment                       $433,761    $120,410
                                                =========   =========
</TABLE>


(5) Lines of Credit

In March 1997, AVES negotiated a line of credit with BSB Bank & Trust,
Binghamton, New York.  In January 2000, the $1,250,000 line of  credit
was  renewed and divided between AVES and Med.  The line of credit now
permits AVES to borrow up to an aggregate of $750,000 and Med up to an
aggregate  of $500,000.  Med's line is due and payable on January  31,
2001,  and  has  an  annual interest rate of  8.75%.   Med's  line  is
guaranteed by AVES.  AVES' line of credit is due and payable on  March
1,  2001,  and  has an annual interest rate of 8.75% annually.   AVES'
line  of credit is secured by their accounts receivable and inventory.
There  are no financial covenants associated with the lines of credit.
At  April  30,  2000  and  1999, $368,954 and $0,  respectively,  were
outstanding on the above lines of credit in total.

(6) Long Term Debt

Long term debt is summarized as follows:

<TABLE>
<CAPTION>

<S>                                                  <C>       <C>
Year ended April 30,                                 2000      1999
                                                 ----------  ---------
Notes Payable to Related Parties (Note 3)          $895,858   $972,298
Subordinated Debentures (Notes 3 and 7)             544,045    613,263
                                                 ----------  ---------
Total Long Term Debt                              1,439,903  1,585,561
Less: Current Maturities of Long Term Debt          161,332    161,332
                                                 ----------  ---------
Long Term Debt, excluding current maturities     $1,278,571 $1,424,229
                                                 ==========  =========
</TABLE>


(7) Subordinated Debentures

On December 19, 1989, the Company issued $2,000,000 of 12% convertible
subordinated  debentures  to affiliates of the  Company  due  December
1995,  and  later extended to December 1999.  Through April 30,  1998,
the  Company  had retired $600,000 of debentures.  The  conversion  of
debt  to  stock  in conjunction with the common stock Rights  Offering
(Note   13),   resulted  in  a  $761,000  reduction  in   subordinated

<PAGE>

debentures.   On  November  1, 1998, new notes  were  issued  for  the
remaining  $613,263 in subordinated debt reducing the annual  interest
rate from 12% to 8%.  The new notes provide for interest payments  due
quarterly beginning January 31, 1999 and annual principal payments  in
the  amount of $61,332 starting December 31, 1999 with the balance due
on  December 31, 2004.  The new subordinated debenture agreements have
no  conversion  rights.   As  of April 30, 2000,  there  was  $544,045
outstanding on the subordinated debentures.

(8) Income Taxes

Income  tax  expense  (benefit) attributable to income  before  income
taxes consists of:
<TABLE>
<CAPTION>

<S>                        <C>         <C>        <C>
Year ended April 30,     Current    Deferred     Total
------------------------------------------------------
  2000                   $11,144        $0     $11,144
  1999                   $10,000        $0     $10,000
  1998                        $0        $0          $0

</TABLE>


At  April  30,  2000,  the  Company had,  for  federal  tax  reporting
purposes,   net   operating   loss  carryforwards   of   approximately
$11,100,000, expiring in years through 2013.

The  actual  tax  expense (benefit) differs from  the  "expected"  tax
expense (computed by applying the U.S. Corporate rate of 34%) in  each
of the 3 years ended April 30, 2000 primarily as a result of valuation
allowances  against  potential deferred tax assets.   In  fiscal  2000
alternative minimum tax of $11,144 was incurred due to utilization  of
net operating loss carryforwards.

Deferred tax assets were approximately $4,100,000 and $5,160,000 as of
April  30, 2000 and 1999, respectively, arising primarily as a  result
of  net  operating  losses.  Valuation allowances  of  $4,100,000  and
$5,160,000  as  of April 30, 2000 and 1999, respectively,  offset  the
deferred tax assets, resulting in net deferred tax assets of $0 as  of
April 30, 2000 and 1999.

(9) Leases

The  Company has several operating leases that expire at various dates
ranging through August 2004.  Future minimum lease payments related to
operating leases are detailed as follows:
<TABLE>
<CAPTION>

<S>                           <C>
Year ending April 30,  Operating leases
---------------------------------------
2001                          $101,650
2002                            48,140
2003                            48,000
2004                            48,000
2005                            16,000
---------------------------------------
Total minimum lease payments  $261,790

</TABLE>

Total  rental  expense for operating leases was $74,490,  $62,430  and
$72,559  for  the  years  ended  April  30,  2000,  1999,  and   1998,
respectively.

<PAGE>

(10) Stock Options

At  April 30, 2000, the Company had two stock options plans which  are
described below.  The Company applies APB Opinion 25 - "Accounting for
Stock  Issued to Employees", and related Interpretations in accounting
for the plans.  In terms of APB Opinion 25, when the exercise price of
the  Company's employee stock options equals the market price  of  the
underlying  stock  on the date of the grant, no compensation  cost  is
recognized.

The Company's Incentive Stock Option Plan ("ISOP"), as amended, allows
for  the granting of 60,000 shares of the Company's common stock.  The
ISOP  provides  for  the  granting to key employees  and  officers  of
incentive  stock  options, as defined, under current  tax  laws.   The
stock options are exercisable at a price equal to or greater than  the
market value on the date of the grant.

Option  activity  under the ISOP is as follows  (adjusted  to  reflect
reverse stock split):
<TABLE>
<CAPTION>


<S>                    <C>            <C>                  <C>
Stock Option - ISOP  Options  Exercise Price Range   Weighted Average
---------------------------------------------------------------------
Outstanding 4/30/97    24,250    $4.38 - $10.50            $5.00
             Granted       --
           Exercised       --
  Terminated/Expired       --
---------------------------------------------------------------------
Outstanding 4/30/98    24,250    $4.38 - $10.50            $5.00
             Granted       --
           Exercised       --
  Terminated/Expired  (13,750)         --                  $5.50
---------------------------------------------------------------------
Outstanding 4/30/99    10,500        $4.38                 $4.38
             Granted       --
           Exercised       --
  Terminated/Expired       --
---------------------------------------------------------------------
Outstanding 4/30/00    10,500        $4.38                 $4.38

Exercisable at year end:
April 30, 1998         24,250   $4.38 - $10.50             $5.00
April 30, 1999         10,500        $4.38                 $4.38
April 30, 2000         10,500        $4.38                 $4.38

Available for future grants:
April 30, 1998         35,750
April 30, 1999         49,500
April 30, 2000         49,500

</TABLE>

The   following   summarizes  information  regarding   stock   options
outstanding at April 30, 2000.

Number Outstanding at 4/30/99                       10,500
Weighted Average remaining contractual life (years)   3.6
Weighted Average Exercise Price                      $4.38

<PAGE>

Effective  September 17, 1994 and approved at the annual stockholders'
meeting in 1994, the 1994 Non-Employee Director Stock Option Plan (the
"Director's  Plan")  was adopted and 20,000 shares  of  the  Company's
Common  Stock  reserved for issuance under the Director's  Plan.   The
Director's  Plan  provides for the automatic grant of  nontransferable
options  to  purchase  common stock to nonemployee  directors  of  the
Company,  on  the date immediately preceding the date of  each  annual
meeting  of  stockholders  in  which  an  election  of  directors   is
concluded.   Each  nonemployee director then in  office  will  receive
options  exercisable for 500 shares (or a pro rata share of the  total
number  of  shares  still available under the  Director's  Plan).   No
option may be granted under the Director's Plan after the date of  the
1998 annual meeting of stockholders.

Options issued pursuant to the Director's Plan are exercisable  at  an
exercise  price equal to not less than 100% of the fair  market  value
(as  defined in the Director's Plan) of shares of Common Stock on  the
day  immediately preceding the date of the grant.  Options are  vested
and  fully  exercisable  as  of the date of  the  grant.   Unexercised
options  expire on the earlier of (i) the date that is ten years  from
the  date  on  which they were granted, (ii) the date which  is  three
calendar  months  from the date of the termination of  the  optionee's
directorship for any reason other than death or disability (as defined
in  the  Director's  Plan), or (iii) one year from  the  date  of  the
optionee's disability or death while serving as a director.

Option  activity  under the Plan is as follows  (adjusted  to  reflect
reverse stock split):

<TABLE>

<S>                      <C>           <C>         <C>            <C>
                                    Exercise     Weighted       Options
Stock Option - ISOP    Options     Price Range    Average     Exercisable
-------------------------------------------------------------------------

Outstanding 4/30/97     2,500         $4.90       $4.90           2,500
            Granted        --
 Terminated/Expired        --
-------------------------------------------------------------------------
Outstanding 4/30/98     2,500         $4.90       $4.90           2,500
            Granted        --
 Terminated/Expired    (2,000)
-------------------------------------------------------------------------
Outstanding 4/30/99       500         $4.90       $4.90             500
            Granted        --
 Terminated/Expired        --
-------------------------------------------------------------------------
Outstanding 4/30/99       500         $4.90       $4.90             500
-------------------------------------------------------------------------

</TABLE>

Statement  of  Financial Accounting Standards No.  123  ("SFAS  123"),
"Accounting for Stock - Based Compensation", requires the  Company  to
provide pro forma disclosure of net income (loss) and earnings  (loss)
per as if the optional fair value method had been applied to determine
compensation  costs for the Company's Stock option  plans.   Since  no
options were granted in the years ended April 30, 2000, 1999 and 1998,
no pro forma disclosures are applicable.

(11) Financial Instruments

The carrying amounts of financial instruments, including cash and cash
equivalents,  accounts receivable, accounts payable and notes  payable
approximated fair value as of April 30, 2000 due to the short maturity
of  these items.  The fair value of the convertible debentures is  not
reasonably determinable.

(12) Common Stock

In  July  1998  the  Company amended its Certificate of  Incorporation
increasing  its  authorized  Common Stock  to  30,000,000  shares  and
decreasing  the par value of its Common Stock from $.30  to  $.01  per
share.

<PAGE>

At   a  meeting  of  shareholders  held  on  November  22,  1999,  the
shareholders   approved  an  amendment  to  Jayark's  Certificate   of
Incorporation  providing  a  one for  ten  reverse  stock  split.   On
December  2,  1999, the Company filed a Certificate of Amendment  with
the  Delaware  Secretary of State to effect the one  for  ten  reverse
stock  split.   On  January 7, 2000, the "Effective Time"  or  "Record
Date", each ten (10) issued and outstanding shares of Common Stock  of
the   Corporation,  par  value  $.01  per  share,  were  automatically
converted  into  one (1) validly issued, fully paid and  nonassessable
share  of  Common Stock of the Corporation, par value $.01 per  share.
To   avoid  the  existence  of  fractional  shares  of  common  stock,
stockholders  who  would  otherwise  have  been  entitled  to  receive
fractional  shares of common stock equal to one-half or more  received
one whole share.  No shares or scrip were issued to holders in respect
of  any  fraction  less  then one-half.  All per  share  and  weighted
average share amounts have been restated to reflect this reverse stock
split.

(13) Common Stock Rights Offering

During  fiscal 1999 the Company issued to its shareholders  rights  to
purchase  shares  of the Company's $.01 par value Common  Stock.   The
subscription price of $.10 per share was good for an aggregate  of  up
to  18,442,398  shares prior to the reverse stock split.   The  Common
Stock  could  have been purchased either with cash or by tendering  to
the  Company  debt of the Company in a principal amount equal  to  the
subscription price.

The  primary shareholders of the Company chose to participate  in  the
offering and as such all offered shares were issued.  In lieu of cash,
these  shareholders tendered debt of the Company in exchange  for  the
shares.   As  a result of these transactions, the Company  effectively
extinguished  approximately $1,000,000 of  notes  payable  to  related
parties  (Note 3), $761,000 of subordinated debentures  (Note  7)  and
$72,000 of accrued interest.

The  shareholders  who  participated in the  offering  were  primarily
related  parties and as such the resulting gains and losses  from  the
extinguishment of debt were recorded as additional paid in capital  in
the Statement of Stockholders' Deficit.


<PAGE>

(14) Statement of Cash Flows

<TABLE>
<CAPTION

<S>                                                <C>       <C>         <C>
Year Ended April 30,                              2000      1999        1998
-----------------------------------------------------------------------------
Interest Paid                                   $120,159    $142,939  $87,626
Taxes Paid                                        33,001          --       --

Non-Cash Transactions Relating to Financing:
Extinguishment of notes payable to related parties
in exchange for Common Stock of the Company          $--  $1,000,000      $--
Reduction of convertible subordinated debentures
in exchange for Common Stock of the Company           --     760,710       --
Interest previously accrued exchanged for
Common Stock of the Company                           --      72,370       --

In Conjunction with business transactions, the
Company used cash as follows:
Fair Value of assets acquired, excluding cash   $215,000         $--      $--
Less liab assumed and created upon acquisition        --          --       --
-----------------------------------------------------------------------------
Net cash paid                                   $215,000         $--      $--

</TABLE>


(15) Business Acquisition

On  January  5,  2000,  the Company entered  into  an  Asset  Purchase
Agreement  with Fisher Medical, LLC ("LLC"), a company that  develops,
manufactures  and  distributes  medical  supplies  and  equipment  for
hospitals,  nursing  homes and individuals. Under  the  terms  of  the
agreement,  Fisher  purchased all of the assets of  LLC  for  cash  of
$215,000.   The acquisition resulted in goodwill of $82,415  which  is
being  amortized  on  a  straight-line  basis  over  20  years.   This
acquisition  has  been  accounted for under  the  purchase  method  of
accounting.

Additionally, Fisher entered into Employment Agreements with  the  two
principals   of   LLC   to  continue  developing,  manufacturing   and
distributing  medical  products of Fisher.  In consideration  for  the
Employment  Agreements,  the two principals  also  entered  into  Non-
Disclosure and Non-Competition Agreements.

Fisher also entered into a five-year (with a five year renewal option)
Technology  License Agreement with LLC, which conveyed the  technology
developed   by   Trlby  Innovative  LLC  of  Torrington,   Connecticut
("Trlby").    Under  a  20-year  Product  Development  and  Technology
Transfer  Agreement  ("Agreement"), Trlby has  and  will  continue  to
develop certain medical supply products for LLC.  In consideration for
this  November  1999  Agreement, Trlby  receives  consulting  fees  of
$42,000  per  year and a royalty of 5% of  net  sales,
subject to minimum amounts, from any products developed by them.   The
minimum royalties consist of $24,000 for the first full calendar  year
following  the  date  of  the  first commercial  introduction  of  the
product, $36,000 for the succeeding calendar year and $48,000 for each
calendar year thereafter.

Under   the  terms  of  the  Fisher  Medical  LLC  Technology  License
Agreement,  in  addition to all royalties and fees due  Trlby,  Fisher
will  pay  a royalty of 5% of gross income to LLC during the five-year

<PAGE>

term  of  the Technology License Agreement.  The option to renew  this
agreement for an additional five years requires Fisher to pay a fee of
20%  of  cumulative after tax earnings for any products developed  and
sold  during  the  initial five-year term of  the  Technology  License
Agreement.

If Fisher can develop, manufacture and distribute medical supplies and
equipment,  the income and cash flow could have a material  affect  on
the  operating results of Jayark.  There can be no assurances that the
Company will be successful in this venture.

(16) Discontinued Operations

In  fiscal 2000, the Company wrote-off accrued expenses in the  amount
of $209,676, related to the abandonment of the Company's investment in
LCL  International  Traders, Inc. in 1996 and  the  discontinuance  of
Rosalco, Inc. in 1997.  Accordingly, the amount has been classified as
income from discontinued operations.

<PAGE>

                             Exhibit Index

3(1)  Certificate of Incorporation of the Company.  Incorporated
      herein by reference to the Company's
      Proxy Statement for its 1991 Annual Meeting of Shareholders,
      Exhibit B thereto.

3(2)  Bylaws of the Company.  Incorporated herein by reference to
      the Company's Proxy Statement
      for its 1991 Annual Meeting of Shareholders, Exhibit C thereto.

4(1)  Specimen Certificate of Common Stock, par value $0.30 per share,
      incorporated herein by
      reference from Registration Statement on Form S-1, File Number 2-
      18743, Exhibit 4 thereto.

4(2)  12% Convertible Subordinated Debenture due 1994,
      incorporated herein by reference to the
      Report on Form 8-K filed January 4, 1990, Exhibit 28(a) thereto.

4(3)  Registration rights agreement dated as of December 20, 1989, by
      and between the Company and
      Rosalco, Inc., incorporated herein by reference to the Report on
      Form 8-K filed January 4, 1990, Exhibit 28(c) thereto.

10(1)*1981 Incentive Stock Option Plan, as amended as of December
      15, 1989, incorporated herein by
      reference to the Annual Report on Form 10-K for the year ended
      April 30, 1990, Exhibit 10(1)
      thereto.

10(2) Notes and Loan and Security Agreements (Inventory & Accounts
      Receivable) each dated as of
      January 20, 1992, between Jayark Corporation, AVES Audio Visual
      Systems, Inc., Rosalco, Inc.,
      Rosalco Woodworking, Inc., Diamond Press Company, and State
      Street Bank & Trust Company
      of Boston, Massachusetts, incorporated herein by reference from
      the Annual Report on Form
      10-K for the year ended April 30, 1992, Exhibit 10(3) thereto.

10(3) Letter Agreement dated December 6, 1989, among Arthur Cohen,
      Burton I. Koffman, and
      Richard E. Koffman.  Incorporated herein by reference to the
      Annual Report on Form 10-K for
      the year ended April 30, 1990, Exhibit 10(3) thereto.

10(4) Indemnity escrow Agreement dated as of December 20, 1989, by
      and between the Company,
      Rosalco, Inc. and certain individuals named therein, incorporated
      herein by reference to the
      Report on Form 8-K filed January 4, 1990, Exhibit 28(c) thereto.

10(5) Factoring Agreements dated as of February 7, 1992, by and
      between the Company, Pilgrim Too
      Sportswear, Inc., J.F.D. Distributors, Inc., and others named
      therein, and Barclays Commercial
      Corporation, incorporated herein by reference to the Annual
      Report on Form 10-K for the year
      ending April 30, 1992, Exhibit 10(10) thereto.

10(6) Diamond Press Asset Sale and Purchase Agreement dated as of
      November 23, 1992 by and
      between the Company and Harstan, Inc., incorporated herein by
      reference to the Company's
      Form 8-K, as amended, as of November 23, 1992, Exhibit 2 thereto.

<PAGE>


10(7) Asset Sale and Lease Termination Agreement, by and between
      Pilgrim Too Manufacturing
      Company, Inc., New Images, Inc., Victor Freitag, Jr. and wife
      Gilbert R. Freitag, and Robert E.
      Skirboll and wife Robin T. Skirboll, dated as of April 2, 1993;
      Asset Purchase Agreement by and
      between the Company, Pilgrim Too Sportswear, Inc., Pilgrim Too
      Manufacturing Company, Inc.
      Stage II Apparel Corp., Shambuil Ltd., and Pilgrim II Apparel
      Corp., dated as of April 2, 1993;
      both incorporated herein by reference to the Company's Form 8-K
      as of April 2, 1993, Exhibits
      thereto.

10(8) Amendment to certain Notes and Loan and Security Agreements
      each dated as of January 20,
      1992, incorporated herein by reference from the Annual Report on
Form  10-K for the year ended
      April 30, 1993, Exhibit 10(8) thereto.

10(9) Amendment to certain Notes and Loan and Security Agreements
      each dated as of December 31,
      1993, incorporated herein by reference from the Annual Report on
      Form 10-K for the year ended
      April 30, 1994, Exhibit 10(9) thereto.

10(10)Asset Purchase Agreement, dated June 5, 1995, among LIB-Com
      Ltd., Liberty Bell Christmas,
      Inc., Ivy Mar Co., Inc., Creative Home Products, Inc., and
      Liberty Bell Christmas Realty, Inc. as
      the sellers and LCL International Traders, Inc. as the buyer,
      incorporated herein by reference
      from the Company's report on Form 8-K dated June 27, 1995,
      Exhibit 2(a) thereto.

10(11)Asset Purchase Agreement, dated June 5, 1995, between Award
      Manufacturing Corporation as
      the seller, and LCL International Traders, Inc., as the buyer,
      incorporated herein by reference
      from the Company's report on Form 8-K dated June 27, 1995,
      Exhibit 2(b) thereto.

10(12)Guarantee Agreement, dated June 5, 1995, by Award
      Manufacturing Corporation in favor of
      LCL International Traders, Inc., incorporated herein by reference
      from the Company's report on
      Form 8-K dated June 27, 1995, Exhibit 2(c) thereto.

10(13)Guarantee Agreement, dated June 5, 1995, by LIB-Com Ltd.,
      Liberty Bell Christmas, Inc., Ivy
      Mar Co., Inc., Creative Home Products, Inc., and Liberty Bell
      Christmas Realty, Inc. in favor of
      LCL International Traders, Inc., incorporated herein by reference
      from the Company's report on
      Form 8-K dated June 27, 1995, Exhibit 2(d) thereto.

10(14)Promissory Note of LCL International Traders, Inc., due July
      29, 1998, payable to the order of
      Commerzbank AG, Hong Kong Branch, incorporated herein by
      reference from the Company's
      report on Form 8-K dated June 27, 1995, Exhibit 2(e) thereto.

10(15)Confirmation Letter Agreement dated June 22, 1995, among
      Citibank, N.A., Commerzbank AG,
      Bayerische Vereinsbank AG, LCL International Traders, Inc., and
      Jayark Corporation,
      incorporated herein by reference from the Company's report on
      Form 8-K dated June 27, 1995,
      Exhibit 2(f) thereto.

10(16)Factoring Agreement dated June 23, 1995, between LCL
      International Traders, Inc. and the CIT
      Group/Commercial Services, Inc., incorporated herein by reference
      from the Company's report
      on Form 8-K dated June 27, 1995, Exhibit 99(a) thereto.

10(17)Inventory Security Agreement dated June 23, 1995, between
      LCL International Traders, Inc. and
      the CIT Group/Commercial Services, Inc., incorporated herein by
      reference from the Company's
      report on Form 8-K dated June 27, 1995, Exhibit 99(b) thereto.

<PAGE>

10(18)Letter Agreement dated June 23, 1995, between LCL
      International Traders, Inc. and the CIT
      Group/Commercial Services, Inc., incorporated herein by reference
      from the Company's report
      on Form 8-K dated June 27, 1995, Exhibit 99(c) thereto.

10(19)Letter Agreement dated June 23, 1995, between LCL
      International Traders, Inc. and the CIT
      Group/Commercial Services, Inc., Liberty Bell Christmas, Inc.,
      Ivy Mar Co., Inc., and Creative
      Home Products, Inc., incorporated herein by reference from the
      Company's report on Form 8-K
      dated June 27, 1995, Exhibit 99(d) thereto.

10(20)Amendment to certain Notes and Loan and Security Agreements
      each dated as of December 31,
      1994, incorporated herein by reference from the Annual Report on
      Form 10-K for the year ended
      April 30, 1995, Exhibit 10(20) thereto.

10(21)Loan and Security Agreements dated April 29, 1996 between
      Rosalco, Inc., and State Street
      Bank & Trust Company of Boston, Massachusetts.

10(22)Loan and Security Agreements dated April 29, 1996 between
      AVES Audio Visual Systems, Inc.,
      and State Street Bank & Trust Company of Boston, Massachusetts.

10(23)First amendment to Loan and Security Agreements dated as of
      September 19, 1996 between
      Rosalco, Inc. and State Street Bank & Trust Company of Boston,
      Massachusetts.

10(24)Agreement of Extension of Maturity of 12% Convertible
      Subordinated Debentures dated April
      30, 1990.

10(25)Forbearance and Modification Agreement dated March 12, 1997,
      between Jayark Corporation,
      Rosalco, Inc., AVES Audio Visual Systems, Inc., David L.
      Koffman, and State Street Bank and
      Trust Company of Boston, Massachusetts.

10(26)Stock Pledge Agreement dated March 12, 1997, between Jayark
      Corporation and State Street Bank and Trust Company of Boston,
      Massachusetts.

10(27)Subordination Agreement dated March 12, 1997, between Jayark
      Corporation, Rosalco, Inc.,
      AVES Audio Visual Systems, Inc., David L. Koffman, and
      State Street Bank and Trust Company
      of Boston, Massachusetts.

10(28)Revolving Note dated March 12, 1997 between Jayark Corporation
      and  A-V Texas Holding, LLC.

10(29)Stock Pledge Agreement dated March 12, 1997 between Jayark
      Corporation and A-V Texas
      Holding, LLC.

10(30)Stock  Warrant  to purchase 3,666,667 shares  of  common  stock
      dated March 12, 1997 between
      Jayark Corporation and A-V Texas Holding, LLC.

10(31)Commercial Security Agreement dated February 18, 1997, between
      AVES Audio Visual Systems, Inc. and BSB Bank and Trust Company.

10(32)Promissory  Note  dated February 18,1997,  between  AVES  Audio
      Visual Systems, Inc. and BSB
      Bank and Trust Company.

<PAGE>

10(33)Commercial Guaranty dated February 18, 1997, between AVES
      AudioVisual Systems, Inc., David L. Koffman and BSB Bank and
      Trust Company.

10(34)Subordinated Promissory Note date March 12, 1997 between
      Rosalco, Inc. and Jayark Corporation.

10(35)Second Forbearance and Modification Agreement dated June 1,
      1997, between State Street Bank
      and Trust Company of Boston, Massachusetts, Rosalco, Inc.,
      and Jayark Corporation.

10(36)Stock  Warrant to purchase 500,000 shares of common stock dated
      March 12, 1997 between
      Jayark Corporation and A-V Texas Holding, LLC.

10(37)Certificate of Amendment of The Certificate of Incorporation of
      Jayark Corporation dated
      July 10, 1998.

10(38)Purchase and Sale Agreement dated June 1, 1998, between Vivax
      Medical Corporation and MED Services Corp.

10(39)Distribution Agreement dated June 1, 1998, between MED Services
      Corp. and Vivax Medical Corporation.

10(40)Revolving Line of Credit Grid Promissory Note dated August 7,
      1998, between MED Services Corp. and Atlantic Bank of New York.

10(41)Security Agreement dated August 7, 1998, between MED Services
      Corp. and Atlantic Bank of New York.

10(42)Amendment to certain 12% Convertible Subordinated Debentures
      dated April 30, 1990.

10(43)Amendment to certain Note dated March 12, 1997 between Jayark
      Corporation and A-V Texas Holding, LLC.

10(44)Asset Purchase Agreement dated January 5, 2000, between
      Fisher Medical LLC and Fisher Medical Corporation.

10(45)Technology License dated January 5, 2000, between Fisher
      Medical LLC and Fisher Medical Corporation.

10(46)Employment Agreement dated January 5, 2000, between Fisher
      Medical Corporation and Stephen Fisher, Jr.

10(47)Non-Disclosure and Non-Competition Agreement dated January
      5, 2000, between Fisher Medical Corporation and Stephen Fisher,
      Jr.

10(48)Employment Agreement dated January 5, 2000, between Fisher
      Medical Corporation and Stephen Fisher, Sr.

10(49)Non-Disclosure and Non-Competition Agreement dated January
      5, 2000, between Fisher Medical Corporation and Stephen Fisher,
      Sr.

<PAGE>

[ARTICLE] 5
[CIK] 0000053260
[NAME] JAYARK CORPORATION
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   12-MOS
[FISCAL-YEAR-END]                          APR-30-2000
[PERIOD-START]                             MAY-01-1999
[PERIOD-END]                               APR-30-2000
[CASH]                                         530,540
[SECURITIES]                                         0
[RECEIVABLES]                                1,460,212
[ALLOWANCES]                                  (76,000)
[INVENTORY]                                    480,460
[CURRENT-ASSETS]                             2,485,127
[PP&E]                                         762,692
[DEPRECIATION]                                 328,931
[TOTAL-ASSETS]                               3,239,126
[CURRENT-LIABILITIES]                        2,106,174
[BONDS]                                              0
[PREFERRED-MANDATORY]                                0
[PREFERRED]                                          0
[COMMON]                                        27,739
[OTHER-SE]                                   (173,358)
[TOTAL-LIABILITY-AND-EQUITY]                 3,239,126
[SALES]                                     13,197,866
[TOTAL-REVENUES]                            13,197,866
[CGS]                                       10,869,794
[TOTAL-COSTS]                               10,869,794
[OTHER-EXPENSES]                             1,889,702
[LOSS-PROVISION]                                     0
[INTEREST-EXPENSE]                              96,248
[INCOME-PRETAX]                                342,122
[INCOME-TAX]                                    11,144
[INCOME-CONTINUING]                            330,978
[DISCONTINUED]                                 209,676
[EXTRAORDINARY]                                      0
[CHANGES]                                            0
[NET-INCOME]                                   540,654
[EPS-BASIC]                                        .20
[EPS-DILUTED]                                      .20
</TABLE>