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, 2003

                                      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 		(IRS Employer Identification No.)
 incorporation or organization)

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 $81,281 as of July 16, 2003.

The number of shares outstanding of Registrant's Common Stock is
2,766,396 as of July 16, 2003.

                                  1

                                   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 separate business segment for
financial reporting purposes.  Effective October 1, 2001, the Company
approved the merger of Fisher Medical Corporation ("Fisher), a formerly
wholly owned subsidiary, with Fisher Medical LLC.

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 Sugar Land, Texas (a suburb of Houston).

MED historically has engaged various contractors to design and develop
specialty medical equipment for its distribution.  Its customer base
in 2002 included companies that sell and rent durable medical equipment
to hospitals, nursing home and individuals.  The decision was made by
management in January 2003, due to continued economic decline through
the third quarter of fiscal 2003, coupled with continued curtailments in
healthcare spending, and due to the lack of any firm purchase commitments
for finished beds, to cease any further development of the NetSafe
Enclosure Bed.  As the Company is not posturing to convert the existing
component parts portion of the inventory into saleable items in the
future, the Company wrote down 100 percent of the component parts
inventory value at January 31, 2003.  Med's marketing approach with
respect to the remaining inventory ($102,000) is to continue to
pursue those parties who have previously expressed an interest
in the product.  The administrative operations of Med are located
in Vestal, New York.

Effective October 1, 2001, the Company approved the merger of this
formerly wholly owned subsidiary, Fisher Medical Corporation ("Fisher")
with Fisher Medical LLC.  As a result, the Company has relinquished
control of Fisher and has deconsolidated Fisher effective October 1,
2001.

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.  In January 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.

Description of AVES' Business

Products / Services

AVES distributes and rents a broad range of audio, video and
presentation equipment, and supplies.  Among the items distributed
are LCD, DLP, video and slide projectors; projection screens and
lamps; video cameras and camcorders; laser videodisk, video projection,
TV monitors and receivers; DVD and video players/recorders; still
imaging systems; public address systems, microphones and headsets;
tape recorders, record players, cassette recorders, and related
accessories and supplies.  AVES distributes the products of brand
name manufacturers such as RCA(tm), GE(tm), Mitsubishi, Elmo, Panasonic,

                                  2

Sanyo, Fujitsu, Videotek, Leitch, Telex, Kodak, Dukane, Sharp, Sony,
3M Brand, Canon and various other brand names.  The Company also
offers   design, engineering and installation of audiovisual systems
to businesses, churches, hospitals, hotels and educational institutions.

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 or franchises 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, E-mail, and a
field sales force.  AVES exhibits at various regional trade shows to
promote 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 2003, 84% of AVES' revenue was derived from sales to schools
and other educational institutions.  The remaining 16% of revenues came
from sales to businesses (15%) and rental of AVES equipment (1%).  In
fiscal 2002, 84% of AVES' revenue was derived from sales to schools and
other educational institutions.  The remaining 16% of revenues came from
sales to businesses (15%) and rental of AVES equipment (1%).  In fiscal
2001, 81% of AVES' revenue was derived from sales to schools and other
educational institutions.  The remaining 18% of revenues came from sales
to businesses (19%) and rental of AVES equipment (1%).  No one customer
accounted for more than 10% of revenues during fiscal 2003, 2002 or 2001.

Backlog

The amount of unfilled sales orders of AVES at April 30, 2003 was
$800,900, as compared with $374,570 at April 30, 2002, and $1,058,300
at April 30, 2001.  This increase in backlog is partially due to the
aggressive stand, including price concessions, that AVES has taken in
order to maintain market share during the economy's slowdown.  However,
the amount of unfilled sales orders is variable and largely dependent
on timing and thus is not a material measure of AVES' operations.

Competition

The Company believes that AVES is one of the most diversified audiovisual
suppliers 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, 2003, AVES had 14 full time employees.

                                  3

Description of Med's Business

Products / Services

The decision was made by management in January 2003, due to continued
economic decline through the third quarter of fiscal 2003, coupled with
continued curtailments in healthcare spending, and due to the lack of
any firm purchase commitments for finished beds, to cease any further
development of the NetSafe Enclosure Bed.  Med's marketing approach
with respect to the remaining inventory is to continue to pursue those
parties who have previously expressed an interest in the product.

Med did not have sales or services revenues during fiscal 2003.  During
fiscal 2002, Med financed the manufacture, sale and rental of durable
medical equipment to companies that sell and rent durable medical
equipment to hospitals, nursing homes and individuals.  Med did not
have any sales or services during fiscal 2001.

Raw Materials

The decision was made by management in January 2003, due to continued
economic decline through the third quarter of fiscal 2003, coupled with
continued curtailments in healthcare spending, and due to the lack of
any firm purchase commitments for finished beds, to cease any further
development of the NetSafe Enclosure Bed.  As the Company is not
posturing to convert the existing component parts portion of the
inventory into saleable items in the future, the Company wrote down
100 percent of the component parts inventory value at January 31, 2003.

Patents

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

Sales

Med did not have sales or services during fiscal 2003.  Med's marketing

approach is to continue to pursue those parties who have previously
expressed an interest in the product.  During fiscal 2002, Med had
sales to companies that sell and rent durable medical equipment to
hospitals, nursing homes and individuals.

Backlog

Med does not currently have any backlog orders.

Description of Fisher's Business

Effective October 1, 2001, the Company approved the merger of this
formerly wholly owned subsidiary, Fisher Medical Corporation ("Fisher")
with Fisher Medical LLC.  As a result, the Company has relinquished
control of Fisher and has deconsolidated Fisher effective October 1,
2001 and is accounting for its investment in Fisher under the equity
method.

Fisher is a developer, manufacturer and distributor of therapeutic
support surfaces.  The Fisher support surface system is used for the
prevention and treatment of pressure ulcers, treatment of burn and
trauma patients and pain management.  The products are marketed to
hospitals, nursing homes and home health care.  Fisher distributes its
products nationwide through Durable Medical Equipment ("DME") and Home

                                  4

Medical Equipment ("HME") dealers.  Sales are primarily to the long
term care (nursing home) industry and home care.  Fisher has two
customers who act as master distributors.  One for the long term care
industry and another for the retail market.

Item 2. Properties

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

AVES is located in Sugar Land, Texas.  AVES' business is conducted
from approximately 14,400 square feet; 4,000 of which are used for
office, sales and demonstration purposes and 10,400 for warehouse
purposes.  The current lease term expires on September 30, 2011.
The rental payments are $7,500 per month.

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 25, 2002,
pursuant to the Notice of Annual Meeting of the Shareholders and
Proxy Statement dated October 7, 2002, Arthur Cohen and Jeffrey P.
Koffman were elected to the Board of Directors with 2,554,196 and
2,554,136 shares voted FOR, respectively, and 2,977 and 3,037 shares

WITHHELD, respectively, and the appointment of KPMG LLP as independent
public accountants for the Company for the fiscal year ending
April 30, 2003 was approved with 2,553,588 shares voted FOR, 2,877
shares voted AGAINST and 708 shares WITHHELD.

                               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.  Such over-the-counter market quotations reflect inter-dealer
prices without retail mark-up, mark-down or commission as may not
necessarily represent actual transactions.

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 16, 2003, there were approximately
410 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.


            2003 Common Stock Trade Price  2002 Common Stock Trade Price
               High               Low         High               Low
First Quarter  .31                .28         .46                .35
Second Quarter .25                .24         .45                .28
Third Quarter  .24                .21         .30                .22

                                  5

Fourth Quarter .38                .21         .50                .30


                    Item 6. Selected Financial Data

Results of Operations:
Years Ended April 30,    2003        2002        2001        2000       1999
_______________________________________________________________________________

Net Revenues         $9,915,954 $11,415,537 $12,886,491 $13,197,866 $15,288,215
________________________________________________________________________________
Income (Loss) from
Continuing Operations ($142,965)   ($99,329)  ($500,714)   $330,978    $445,805
________________________________________________________________________________
Income from
Discontinued Operations     $--         $--         $--    $209,676         $--
________________________________________________________________________________
Net Income (Loss)     ($142,965)   ($99,329)  ($500,714)   $540,654    $445,805
________________________________________________________________________________
Basic and Diluted
Earnings (Loss) per
share from Continuing
Operations*               ($.05)      ($.04)      ($.18)       $.12        $.24
________________________________________________________________________________
Basic and Diluted
Earnings per share
from Discontinued
Operations*                $--           $--       $--         $.08        $--
_______________________________________________________________________________
Weighted Average
Shares Outstanding*  2,766,396     2,766,396  2,766,396   2,766,396   1,836,661
_______________________________________________________________________________
At April 30,
Balance Sheet Information:
Total Assets        $2,769,145    $2,884,057  $3,757,353 $3,239,126  $2,779,891
_______________________________________________________________________________
Long Term
Obligations         $2,318,772    $2,194,629  $2,082,881 $1,278,571  $1,424,229
_______________________________________________________________________________
Working Capital     $1,345,886    $1,324,977    $974,094   $359,120    $370,914
_______________________________________________________________________________
Stockholders'
Deficit              ($627,172)    ($484,207)  ($646,333) ($145,619)  ($685,523)
________________________________________________________________________________

* 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

Fisher Divestiture

In January 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 development stage
developer, manufacturer, and distributor of 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.
LLC remained the owner of certain intellectual property utilized in
Fisher's medical products line.  The owner of LLC was Steve Fisher who
also became a member of the board of directors of the Company.  Fisher
also negotiated a five-year technology license with LLC, which conveyed
certain technology rights developed by Trlby Innovative LLC of
Torrington, Connecticut.  The acquisition was accounted for under the
purchase method of accounting.

Fisher continued to develop medical supply products with the financing
provided by the Company. The Company initially utilized its existing
working capital and lines of credit to fund Fisher's development efforts.
The development time horizon exceeded the projected investment horizon as
determined by the Company.  Due to the need for additional funding for
this development, the Company endeavored to infuse additional capital into
Fisher with a private placement of preferred stock.  In 2000, the Company
sold $429,500 of newly issued Fisher Medical preferred stock.  The Company

                                  6

continued to seek new capital via the preferred stock offering to various
potential investors in 2001.

In September 2001, the Company received a proposal from Alberdale LLC to
provide a $500,000 bridge loan to Fisher, which is convertible, under
certain conditions, to Fisher common stock.  In addition to the bridge
loan, Alberdale was proposing to offer a new series of preferred stock
for equity financing to continue the operations of Fisher.  As a condition
to this refinancing, Alberdale required that Jayark contribute 50% of its
Fisher Medical Corporation common stock to the new refinanced entity, as
well as provide an option for Alberdale to purchase the remaining 50%
common interest the Company would hold in Fisher at predetermined amounts
ranging from approximately $915,000 to $1,464,000 for periods not exceeding
15 months.

On October 1, 2001 the Company approved the merger of its wholly owned
subsidiary, Fisher Medical Corporation with Fisher Medical LLC, the owner
of the intellectual property utilized in Fisher's medical products line.
Pursuant to the merger agreement, the Company assigned 50% of its common
equity holdings in Fisher Medical Corporation to the sole member of Fisher
Medical LLC, Dr. Stephen Fisher.  Dr. Fisher serves as President of Fisher
Medical Corporation and as a Director of the Company.  As a result of this
transaction, the Company has effectively relinquished its control of Fisher
Medical Corporation; however given its continuing 50% common stock
ownership interest, the Company will account for its investment on the
equity method prospectively commencing October 1, 2001. The Company has no
future obligations to fund any deficits of the merged entity or any
commitments to provide future funding.

As of October 1, 2001, the Company had invested approximately $1,248,000
of cash in Fisher and incurred net losses as 100% owner of approximately
$1,509,000; therefore the Company's net investment and advance position at
the date of the divestiture was a negative balance of approximately
$261,000. In connection with the transaction, the Company received from
the merged entity a five-year $525,715 promissory note, which represents a
portion of the aforementioned advances the Company had made during its 100%
ownership period.  The note is secured by all assets of the company except
the intellectual property.  There can be no assurances that the merged
entity will be successful in completing the development of its products or
in the raising of the additional working capital required.  Additionally,
since the merged entity has minimal liquidation value, the note is deemed
not to be collectible.  Accordingly, the Company has not assigned any value
to this note and has recognized its divestiture of its net investment of
$261,455 at October 1, 2001 as an increase in additional paid in capital,
which reduces the investment in Fisher to zero.   The Company has not
recognized its 50% share of losses of the merged entity in the post
transaction period of October 1 to January 31, 2002 as its investment is
reflected as zero.

The net liabilities of Fisher at October 1, 2001 deconsolidated as a result
of the divestiture are as follows:

Accounts Receivable - Trade                    $31,350
Inventories                                     85,001
Other Current Assets                            16,134
Property, Plant & Equipment, Net               361,418
Goodwill                                        90,432
Patent, Net                                     57,546
Accounts Payable and Accrued Expenses         (295,817)
Accrued Salaries                              (177,415)
Other Current Liabilities                         (604)
Preferred Stock                               (429,500)
                                              _________
                                             ($261,455)
                                             ==========

In connection with the transaction, the Company was granted warrants

                                  7

to purchase 47,190 shares of common stock of the merged entity at $10
per share, which expire in three years.

As the Company has relinquished its control of Fisher, it has
effectively deconsolidated Fisher as of October 1, 2001 and reflected
its recorded excess losses as additional paid-in-capital.  As the
Company experienced no historical successes as 100% owner, and has no
tangible evidence of its historical investment recoverability, it has
reflected its equity investment position at zero.  In the event the
merged entity is successful in the future, the Company would record its
50% interest in the earnings, if any, to the extent that they exceed
equity losses not otherwise recorded, and could experience subsequent
gains resulting from the repayment of the note receivable, if such
amounts are collected, and from the proceeds of the Alberdale buyout
option, if exercised. However, as described above, due to the
uncertainties over the ultimate recoverability of the note or the
exercise of the option, no value has been assigned to either.

The following unaudited pro forma financial information presents the
combined results of operations of the Company as if the divestiture of
Fisher had taken place as of May 1, 1999.  The unaudited pro forma
information has been prepared by the Company based upon assumptions
deemed appropriate and takes into consideration the elimination of
Fisher operating activities included in the consolidated statements of
operations for the periods presented herein.

                              2003         2002           2001
                            __________________________________________
Net Revenues               $9,915,954  $11,381,126    $12,857,841

Net Income (Loss)           ($142,965)    $260,380       $304,061
                            ==========================================

Net Income (Loss) per Common
Share - Basic and Diluted:      ($.05)       $.09            $.11
                            ==========================================

The unaudited pro forma information presented herein are shown for
illustrative purposed only and are not necessarily indicative of the
future financial position or future results of operations of the
Company and does not necessarily reflect the results of operations
that would have occurred had the transaction been in effect for the
periods presented.  The unaudited pro forma information should be
read in conjunction with the historical consolidated financial
statements and related notes of the Company.

As of April 30, 2002, the $500,000 Alberdale LLC bridge loan to Fisher
provided by Hobart Associates II, LLC (Hobart) was in default and the
Company's $525,715 five-year promissory note to Fisher was also in
default.  Both notes provided for the acceleration of the notes and the
transfer of the secured assets to the note holders upon an event of
default. In order to avoid liquidation of Fisher, Hobart and the
Company proposed a restructuring program for Fisher.  On June 3, 2002
Stephen Fisher Sr. (President of Fisher), Fisher, Hobart and the
Company entered into the Fisher Medical Restructuring Agreement
(the Agreement).  Under the terms of the Agreement, Hobart and the
Company formed a new corporation, Unisoft International Corporation
("UIC").  UIC will assume the international rights for sale and
marketing of Fisher's Unisoft mattress and all associated products,
designs, and all rights related thereto, as well as certain employees
and their obligations.  As part of the agreement, UIC will commit to
a supply contract with Fisher with a guaranteed minimum order quantity.

In addition, UIC must assume the Fisher promissory notes payable to
Hobart and the Company.  The Company will also contribute its 500,000
shares of common stock of Fisher and Hobart will contribute $250,000
to UIC, resulting in both the Company and Hobart owning approximately
36% of UIC.  The Company's 36% interest is comprised of 100,000 shares

                                  8

of common stock and 60,000 shares of Super Voting Series A Preferred
Stock.  Each share of Series A Preferred Stock provides for 5 shares of
voting rights for each share of common stock.  Hobart and UIC have an
option to purchase approximately 95% of Jayark's interest in UIC for
approximately $800,000 for a one-year period.  Alberdale LLC's option to
purchase 50% of Jayark's common interest in Fisher was converted in
20,000 shares of UIC common stock under the restructuring.

There can be no assurances that the new entity will be successful in
selling and marketing the Unisoft internationally or the raising of the
additional working capital required to sustain the business.  The Company
has no future obligations to fund any deficits of the new entity or any
commitments to provide funding.  Due to the uncertainties over the
ultimate recoverability of its investment in UIC, no value has been
assigned.

Going Private Transaction

In February 2003, the Company filed a Preliminary Proxy Statement
regarding a Special Meeting of Stockholders.  In June 2003, the Company
filed an Amended Preliminary Proxy Statement in response to SEC comment
letters.  At this special meeting, the shareholders will be asked to
consider and vote upon the adoption of an Agreement and Plan of Merger,
dated February 3, 2003, providing for the merger of J Merger Corp.
("Merger Corp"), a newly formed Delaware corporation, into Jayark.
Merger Corp is a wholly owned subsidiary of J Acquisition Corp, a Nevada
Corporation ("Parent"), which was formed for the purpose of the merger
and is owned by certain officers and directors of Jayark and their
affiliates.

In accordance with the merger, each outstanding share of common stock
will be converted into the right to receive $.40 in cash, except for
shares held by Parent and shares held by stockholders who have perfected
their dissenters' rights, which will be subject to appraisal in accordance
with Delaware law.  If the stockholders of Jayark adopt the merger
agreement, Jayark will no longer be a publicly traded company.

The merger will not be complete without the affirmative vote of holders
of a majority of the outstanding shares of common stock to adopt the
merger agreement.  The Parent has agreed to vote all shares of common
stock owned by it in favor of the adoption of the merger agreement.  The
Parent currently owns approximately 75% of the outstanding common stock.
The Board of Directors of Jayark Corporation has unanimously approved
the merger agreement.

Any stockholder who does not vote in favor of adopting the merger
agreement and who properly demands appraisal under Delaware law will
have the right to have the fair value of his shares determined by a
Delaware court.

Comparison of Fiscal Year Ended April 30, 2003 With Fiscal Year Ended
                              April 30, 2002

Net Revenues

Consolidated Revenues of $9,916,000 decreased $1,500,000, or 13.1%,
from fiscal 2002.  The decrease was primarily the result of a
$1,457,000 decrease in AVES' sales.  The decreased sales at AVES
were due partially to the nation's economic slowdown resulting in
decreased budgets for many of our customers causing them to look to
more inexpensive products and, or, purchase fewer quantity of products.
This was coupled with the fact that there has been a continued price
decline in video equipment.  As a result of the October 1, 2001
divestiture transaction, there were zero Fisher sales in 2003 versus
$34,000 in 2002.  Med had zero sales in 2003 versus $9,000 in 2002.  The
decision was made by management in January 2003, due to continued economic
decline through the third quarter of fiscal 2003, coupled with continued
curtailments in healthcare spending, and due to the lack of any firm
purchase commitments for finished beds, to cease any further development
of the NetSafe Enclosure Bed.  As the Company is not posturing to convert

                                  9

the existing component parts portion of the inventory into saleable items
in the future, the Company wrote down 100 percent of the component parts
inventory value at January 31, 2003.  Med's marketing approach with
respect to the remaining inventory ($102,000) is to continue to pursue those
parties who have previously expressed an interest in the product.

Cost of Revenues

Consolidated Cost of Revenues of $8,409,000 decreased $1,021,000, or
10.8%, from the prior fiscal year.  This was primarily a result of
the decreased revenues discussed above.  This decrease was partially
offset by a $100,000 write down on Med component parts related to the
NetSafe Enclosure Beds.  The decision was made by management in January
2003, due to continued economic decline through the third quarter of
fiscal 2003, coupled with continued curtailments in healthcare spending,
and due to the lack of any firm purchase commitments for finished beds,
to cease any further development of Med's NetSafe Enclosure Bed.  As the
Company is not posturing to convert the existing component parts portion
of the inventory into saleable items in the future, the Company wrote
down 100 percent of Med's component parts inventory value at January 31,
2003.  Med's marketing approach with respect to the remaining inventory
is to continue to pursue those parties who have previously expressed an
interest in the product.

Gross Margin

Consolidated Gross Margin of $1,507,000 was 15.2% of revenues, as
compared with $1,986,000, or 17.4%, for the same period last year.
The decrease was due to lower profit margins at AVES as compared to
the prior year, as a result of lower selling prices only partially
offset by lower unit costs, as well as the write down in Med's
inventory as discussed above.

Selling, General and Administrative Expense

Consolidated Selling, General and Administrative Expenses of $1,556,000
decreased $427,000, or 21.5%, as compared with the prior reporting year.
Fisher's expenses decreased $392,000 as a result of the October 1, 2001
divestiture transaction.  AVES' expenses decreased $93,000 due to
decreased payroll and advertising expenses. Med's expenses decreased
$6,000 primarily due to decreased travel and bad debt expenses.  These
reductions were partially offset by a $64,000 increase in Corporate's
expenses partially due to  $30,000 of intersegment management fees
charged to Fisher in the prior year which offset overall selling,
general and administrative expenses at the Corporate level combined with
increased travel and professional fees, partially offset by decreased
insurance expenses.

Operating Income (Loss)

Consolidated Operating Loss of $49,000 decreased $52,000, from last
year's operating income of $3,000. AVES' operating income decreased
$255,000 due to decreased gross margin discussed above, Corporate's
operating loss increased $64,000 due to increased expenses and no
intersegment management fee to offset expenses and Med's operating loss
increased $101,000 primarily due to the write down in Med's inventory as
discussed above.   This was partially offset by the Company not picking
up Fisher's operating loss due to the October 1, 2001 merger transaction
which aggregated $368,000 for the same period last year.

Interest Expense

Consolidated Interest Expense of $100,000 decreased $15,000 or 12.9% as
compared with the same period last year.  This decrease was the result of
decreased debt combined with lower interest rates as compared to the
prior year.

                                  10

Gain on Sale of Assets

Consolidated Gain on Sale of Assets of $3,000, decreased $11,000, or
78.6%, as compared to $14,000 in fiscal 2002, as a result of the sale
of a Company auto at AVES in the prior year.

Loss Before Income Taxes

Loss Before Income Taxes of $146,000 for the fiscal year ended April 30,
2003 increased $48,000, as compared with the same period last year.
Overall change in loss before income taxes was a result of those
fluctuations noted above.

Income Taxes

Income Taxes Benefit of $3,000 for the fiscal year ended April 30,
2003 as compared to income taxes of $1,000 in the same period last year.
This is primarily the result of income tax refunds received in the current
fiscal year.

Consolidated Net Loss

Consolidated Net Loss of $143,000 for the fiscal year ended April 30,
2003 increased $44,000, or 43.9%, as compared to $99,000 for the same
period last year.  This increase is due to a $247,000 decrease in net
income at AVES, an $81,000 increase in net loss at Corporate, a $105,000
increase in net loss at Med as a result of those items discussed
previously.  These increases were partially offset by a $390,000
improvement to the bottom line as a result of the October 1, 2001
Fisher divestiture transaction.

Comparison of Fiscal Year Ended April 30, 2002 With Fiscal Year Ended
                            April 30, 2001

During the first quarter of fiscal 2002 (effective May 1, 2001), the
Company adopted Statement of Financial Accounting Standards No. 142,
"Goodwill and Intangible Assets", which supercedes APB Opinion No. 17,
"Intangible Assets".  SFAS No. 142 eliminates the current requirement
to amortize goodwill and indefinite-lived intangible assets, addresses
the amortization of intangible assets with a defined life and addresses
the impairment testing and recognition of goodwill and intangible assets.
The following information describes the impact that the adoption of SFAS
No. 142 had on net loss and net loss per common share
for the fiscal years ending April 30:

                                   2002               2001
                                 ______________________________________

Net Loss                         ($99,329)          ($500,714)
Add Back:  Goodwill Amortization       --             $26,068
                                 ______________________________________

Adjusted Net Loss                ($99,329)          ($474,646)
                                 ======================================


Net Loss per Common Share           ($.04)              ($.18)
Goodwill Amortization                 $--                $.01
                                 ______________________________________

Adjusted Net Loss                   ($.04)              ($.17)
                                 ======================================


There was no goodwill acquired or any goodwill impairment losses
recognized during the fiscal year ended April 30, 2002.

Net Revenues

Consolidated Revenues of $11,416,000 decreased $1,471,000, or 11.4%,

                                  11

from fiscal 2001.  The decrease was primarily the result of a
$1,485,000 decrease in AVES' sales.  The decreased sales at AVES
were due partially to the nation's economic slowdown resulting in
decreased budgets for many of our customers causing them to look to
more inexpensive products and, or, purchase fewer quantity of products.
This was coupled with the fact that there has been a continued price
decline in video equipment and the Company did not win some large
contractual school bids that were won in the prior year.  Med had sales
of $8,000 versus $0 in fiscal 2001 and Fisher had increased sales of
$6,000 prior to the divestiture.

Cost of Revenues

Consolidated Cost of Revenues of $9,430,000 decreased $1,407,000, or
12.9%, from the prior fiscal year.  This was a result of the decrease in
revenues.

Gross Margin

Consolidated Gross Margin of $1,986,000 was 17.4% of revenues, as
compared with $2,050,000, or 15.9%, for the same period last year.  The
increase in gross margin percentage was primarily the result of decreases
in the costs of video products at AVES, which were sold at pre-established
higher selling prices.

Selling, General and Administrative Expense

Consolidated Selling, General and Administrative Expenses of $1,983,000
decreased $440,000, or 18.1%, as compared with the prior reporting year.
Fisher's expenses decreased $484,000 due to five months of expenses in
fiscal 2002 versus twelve months in fiscal 2001, as a result of the
October 1, 2001 divestiture transaction.  AVES' expenses decreased
$132,000 due to decreased payroll expenses, decreased amortization
expenses due to the adoption of SFAS No. 142 described above, and
increased miscellaneous income, partially offset by increased rental
expense. Corporate's expenses increased $168,000 partially due to
$90,000 of intersegment management fees charged to Fisher in the prior
year which offset overall selling, general and administrative expenses
at the Corporate level.  In addition, Corporate had increased payroll,
travel, insurance and printing expenses.  Med's expenses increased
$8,000 due to travel expenses associated with the exploration of new
product markets.

Operating Income (Loss)

Consolidated Operating Income of $3,000 increased $376,000, or 100.7%,
from last year's operating loss of $373,000.  Due to the October 1, 2001
divestiture transaction, Fisher's operating loss decreased $494,000 as
the Company incurred only five months of loss in fiscal 2002 versus twelve
months in fiscal 2001.  AVES' operating income increased $52,000 due to
decreased selling, general and administrative expenses, Corporate's
operating loss increased by $168,000 due to increased expenses discussed
above, and Med's operating loss increased $2,000.

Interest Expense

Consolidated Interest Expense of $115,000 decreased $25,000 or 17.8% as
compared with the same period last year.  This decrease was a result of
decreased outstanding balances and decreased interest rates on the
Company's outstanding line of credit, combined with increased interest
income.

Gain on Sale of Assets


Consolidated Gain on Sale of Assets of $14,000, as compared to $1,000 in
fiscal 2001, resulting from the sale of a Company auto at AVES.

                                  12

Income (Loss) Before Income Taxes

Loss Before Income Taxes of $99,000 for the fiscal year ended April 30,
2002 decreased $413,000, as compared with the same period last year.
Overall change in loss before income taxes was a result of those
fluctuations noted above.

Income Taxes

Income Taxes of $1,000 were incurred at Med for state income tax expenses
in fiscal 2002.  The income tax benefit of $11,000 in fiscal 2001
represents a reversal of the prior year tax accrual.

Consolidated Net Income (Loss)

Consolidated Net Loss of $99,000 for the fiscal year ended April 30, 2002
decreased $401,000, as compared to net loss of $501,000 for the same
period last year.  This decrease was due to a $535,000 improvement in
the bottom line as a result of the Company including only five months
of Fisher losses in the current year, versus twelve months in 2001, due
to the October 1, 2001 divestiture transaction; combined with a $61,000
improvement at AVES and offset by $178,000 decrease at Corporate and a
$17,000 decrease at Med.

Critical Accounting Policies and Significant Estimates

The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make decisions based upon estimates,
assumptions, and factors it considers as relevant to the circumstances.
Such decisions include the selection of applicable accounting principles
and the use of judgment in their application, the results of which could
differ from those anticipated.

A summary of significant accounting policies used in the preparation of
the consolidated financial statements is contained in Note 1, in the
Company's Report on Form 10K.  The Company's most critical policies
include: valuation of accounts receivables, which impact selling, general
and administrative expense; valuation of inventory, which impacts cost of
sales and gross margin; the assessment of recoverability of goodwill,
which impacts write-offs of goodwill and; accounting for income taxes,
which impacts the valuation allowance and the effective tax rate.

The Company reviews estimates including, but not limited to, the allowance
for doubtful accounts, inventory reserves and income tax valuations on a
regular basis and makes adjustments based upon historical experiences,
current conditions and future expectations.  The reviews are performed
regularly and adjustments are made as required by current available
information.  The Company believes these estimates are reasonable, but
actual results could differ from these estimates.

The Company values inventories at the lower of cost or market on a
first-in-first-out basis.  The recoverability of inventories is based
upon the types and levels of inventory held, forecasted demand, pricing,
competition and changes in technology.  During the quarter ended
January 31, 2003, the Company recorded an inventory write down in the
amount of $100,000, related to Med's NetSafe Enclosure Bed components.
The write down relates to the slow movement of the inventory over the
past twelve months, the continued decline in the overall economy, lack
of any purchase commitments for finished product, as well as management's
estimate of future demand and selling price of the current levels of
inventory related to the NetSafe Enclosure Beds.

In the event that actual results differ from these estimates or the
Company adjusts these estimates in future periods, the Company may need

                                  13

to write down the inventory further which could materially impact the
financial position and results of operations of the Company.

The Company's accounts receivable represent those amounts, which have
been billed to our customers but not yet collected.  The Company
analyzes various factors, including historical experience, credit-
worthiness of customers and current market and economic conditions.
The allowance for doubtful accounts balance is established based on
the portion of those accounts receivable, which are deemed to be
potentially uncollectible.  Changes in judgments on these factors
could impact the timing of costs recognized.

The Company records valuation allowances to reduce deferred tax assets
when it is more likely than not that some portion of the amount may
not be realized.  The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during those
periods in which temporary differences become deductible.  The Company
considers the scheduled reversal of deferred tax liabilities, projected
future income and tax planning in making this assessment.  The Company
evaluates the need for valuation allowances on a regular basis and
adjusts as needed.  These adjustments, when made, would have an impact
on the Company's financial statements in the period that they were
recorded.

Goodwill is tested annually for impairment by the Company at the
reporting unit level, by comparing the fair value of the reporting
unit with its carrying value.  Valuation methods for determining the
fair value of the reporting unit include reviewing quoted market
prices and discounted cash flows.  If the goodwill is indicated as
being impaired (the fair value of the reporting unit is less than
the carrying amount), the fair value of the reporting unit is then
allocated to its assets and liabilities in a manner similar to a
purchase price allocation in order to determine the implied fair value
of the reporting unit goodwill.  This implied fair value of the
reporting unit goodwill is then compared with the carrying amount of
the reporting unit goodwill and, if it is less, the Company would then
recognize an impairment loss.  The projection of future cash flows
requires significant judgments and estimates with respect to future
revenues related to the asset and the future cash outlays related to
those revenues.  Actual revenues and related cash flows or changes in
anticipated revenues and related cash flows could result in changes in
this assessment and result in an impairment charge.  The use of
different assumptions could increase or decrease the related impairment
charge.

Liquidity and Capital Resources

At April 30, 2003, consolidated open lines of credit available to the
Company for borrowing through September 2003, were $1,000,0000 as
compared with $951,000 at April 30, 2002.  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 existing
cash balances, cash flow generated from operations, and from available
borrowing levels.

Working Capital

Working capital was approximately $1,346,000 at April 30, 2003, compared
with $1,325,000 at April 30, 2002.

Net cash provided by operating activities was $365,000 in 2003 as compared
with $345,000 in 2002.

Cash flows used in investing activities were $184,000 in 2003 compared
with $112,000 in 2002.  This increase in cash used was a result of a
note receivable from a related party for $162,000 in fiscal 2003
partially offset by decreased purchases of plant and equipment as
compared to the prior year.

Cash used in financing activities of $49,000 for 2003 as compared
to $200,000 in 2002, relate to payments on the Company's line of credit.

                                  14

The Company had no material commitments for capital expenditures as of
April 30, 2003.

The Company continues to be obligated under notes payable to related
parties aggregating $1,374,993.  The related parties and corresponding
outstanding obligations include David Koffman, Chairman of the Board of
Directors and President of the Company ($201,113), AV Texas Holding
LLC, an entity controlled by members of the Koffman family ($850,000)
and CCB Associates, LP, an entity with indirect control by a Board
Member ($323,880).  The current portion of the related notes aggregated
$161,332.  The remaining balance on these related notes matures in
December 2004 at which time the entire remaining unpaid principal
balance, aggregating $1,213,661, plus accrued interest, aggregating
$237,936, is due.

The Company has a note receivable from a related party, New Valu,
Inc., for $161,865.  New Valu, Inc. is a company controlled by members
of the Koffman family, of which David Koffman and Robert Nolt are
officers.  The note is payable on demand with annual interest rate of
5.5%.

At January 31, 2003, the Company continues to have accrued unpaid wages
aggregating $443,665.  The unpaid wages relate to salary deferral by the
President of the Company for prior services rendered.  The terms of the
salary deferral are such that the President has agreed to defer his salary
until which time the working capital position of the Company improves.
Based upon the intent of the parties, the Company has reflected $81,000
as a current liability within accrued salaries in the consolidated balance
sheet, and reflected $362,665 as deferred compensation in the consolidated
balance sheet at April 30, 2003.

Contractual Obligations and Commercial Commitments

Accounting standards require disclosure concerning a registrant's
obligations and commitments to make future payments under contracts,
such as debt and lease agreements, and under contingent commitments,
such as debt guarantees.  The Company's obligations and commitments
are as follows:
                             Less than   2-3        4-5        After
                    Total     1 Year    Years      Years      5 Years
________________________________________________________________________

Contractual Obligations                Payments Due by Period
________________________________________________________________________

Long Term Debt -
Related Parties   $1,374,993 $161,332 $1,213,661        $--          $--
Operating Lease     $757,500  $90,000   $180,000   $180,000     $307,500
Accrued Interest
- Related Parties   $742,446      $--   $742,446        $--          $--
_________________________________________________________________________

Other Commercial
Commitments                Amount of Commitment Expiration Per Period
_________________________________________________________________________

Lines of Credit     $250,000  $250,000       $--        $--          $--

Impact of Inflation

Management of the Company believes that inflation has not significantly
impacted either net sales or net income during the year ended April 30,
2003.

Recent Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 143, "Accounting
for Asset Retirement Obligations" (SFAS No. 143).  SFAS No. 143
addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived

							15

assets and the associated asset retirement costs.  SFAS No. 143 is
required for adoption for fiscal years beginning after June 15, 2002.
The Company has reviewed the provisions of SFAS No. 143, and believes
that upon adoption, the Statement will not have a significant effect
on its consolidated financial statements.

In April 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 145, "Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13,
and Technical Corrections" (SFAS No. 145).  SFAS No. 145 is required
for adoption for fiscal years beginning after May 15, 2002, with early
adoption of the provisions related to the rescission of Statement 4
encouraged.  The Company has reviewed the provisions of SFAS No. 145,
and believes that upon adoption, the Statement will not have a
significant effect on its consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal
activities and requires that the liabilities associated with these costs
be recorded at their fair value in the period in which the liability
is incurred. SFAS No. 146 is effective for disposal activities initiated
after December 31, 2002. SFAS No. 146 did not have an impact on our
consolidated financial position, results of operations or cash flows
as we have initiated no exit or disposal activities subsequent to
December 31, 2002.

In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities". SFAS No. 149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts. SFAS No. 149 is effective for contracts entered into or
modified after June 30, 2003, except as stated below, and for
hedging relationships designated after June 30, 2003. In addition,
except as stated below, all provisions of SFAS No. 149 should be
applied prospectively. The provisions of SFAS No. 149 relating to
SFAS No. 133 Implementation Issues that have been effective for fiscal
quarters beginning prior to June 15, 2003, should continue to be applied
in accordance with their respective effective dates. Adoption of SFAS No.
149 is not expected to have a material impact on our consolidated
financial position, results of operations or cash flows as we presently
have no derivative instruments or hedging activities.

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
SFAS No. 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). Many of these instruments were previously classified as
temporary equity. SFAS No. 150 will be effective for financial instruments
entered into or modified after May 31, 2003, and otherwise shall be effective
at the beginning of the first interim period beginning after June 15, 2003.
For financial instruments created before the issuance date of SFAS No. 150
and still existing at the beginning of the interim period of adoption,
transition shall be achieved by reporting the cumulative effect of a change
in accounting principle by initially measuring the financial instruments at
fair value or other measurement attribute required by SFAS No. 150.
Instruments with characteristics of both liabilities and equity not addressed
in SFAS No. 150 will be addressed in the next phase of the project. Adoption
of SFAS No. 150 is not expected to have a material impact on our
consolidated financial position, results of operations or cash flows.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". This interpretation
elaborates on the disclosures to be made by a guarantor in interim
and annual financial statements about the obligations under certain
guarantees. FASB Interpretation No. 45 also clarifies that a guarantor
is required to recognize, at the inception of a guarantee, a liability
for the fair value of the obligation undertaken in issuing the guarantee.
The initial recognition and initial measurement provisions of this
interpretation are applicable on a prospective basis to guarantees issued
or modified after December 31, 2002. We do not currently provide guarantees.
As a result, this interpretation did not have an impact on our financial
statements.

						16

In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities". This interpretation addresses the
consolidation of business enterprises (variable interest entities) to
which the usual condition of consolidation does not apply. This
interpretation focuses on financial interests that indicate control.
It concludes that in the absence of clear control through voting
interests, a company's exposure (variable interest) to the economic risks
and potential rewards from the variable interest entity's assets and
activities are the best evidence of control. Variable interests are rights
and obligations that convey economic gains or losses from changes in the
values of the variable interest entity's assets and liabilities. Variable
interests may arise from financial instruments, service contracts, nonvoting
ownership interests and other arrangements. If an enterprise holds a
majority of the variable interests of an entity, it would be considered
the primary beneficiary. The primary beneficiary would be required to
include assets, liabilities and the results of operations of the variable
interest entity in its financial statements. This interpretation applies
immediately to variable interest entities that are created, or for which
control is obtained after, January 31, 2003. For variable interest entities
created prior to February 1, 2003, the provisions would be applied
effective July 1, 2003.  The Company has no variable interest entities
and therefore the interpretation has no impact on our financial statements.

                       Item 7A. Market Risk

                                None

           Item 8. Financial Statements And Supplementary Data

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

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

The Jayark Corporation Board of Directors and Audit Committee approved
KPMG LLP (KPMG) as its independent public accountants for the fiscal
years ending April 30, 2003, 2002 and 2001.

                                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, 2003,
and, as to directors, the expiration date of their current term of
office:

                            CURRENT DIRECTORS

                       Term                                     Director

Name             Age  Expires     Position Presently Held         Since
_________________________________________________________________________


David Koffman    44    2004      Chairman, President, Chief        1983
                                 Executive Officer and Director
_________________________________________________________________________

Frank Rabinovitz 60    2004      Executive Vice President, Chief   1989
                                 Operating Officer, Director and
                                 President of AVES
_________________________________________________________________________

Robert C. Nolt   55    2006      Chief Financial Officer and       1998
                                 Director
_________________________________________________________________________

Arthur G. Cohen  74    2006      Director                          1990
_________________________________________________________________________

Jeffrey Koffman  37    2006      Director                          1999
_________________________________________________________________________

Richard Ryder    57    2004      Director                          2001
_________________________________________________________________________

Paul Garfinkle   62    2004      Director                          2001
_________________________________________________________________________


						17

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 eight 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 sixteen 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 30 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 twelve years.  Mr. Cohen is a Director of Baldwin and The Arlen
Corporation.

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.  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.

Richard Ryder was elected Director of the Company in 2001.  Dr. Ryder has
been a practicing physician for the past 25 years.  He is board certified
in cardiology and internal medicine.  Dr. Ryder is a graduate of Wake
Forest University Medical School and pursued his cardiology training at
Georgetown University.

Paul Garfinkle was elected Director of the Company in 2001.  Mr. Garfinkle
is currently a business consultant, having retired from BDO Seidman, LLP,
where he had been employed for 36 years and was an audit partner for 26
years.

      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 administers the
Company's 2001 Stock Option Plan, giving it authority to exercise powers
of the Board with respect to the Plan.  The Stock Option Committee consists
of Mr. Robert Nolt (Chair), Mr. Jeffrey Koffman, Mr. Paul Garfinkle and Dr.
Richard Ryder.

The Audit Committee of the Board of Directors consists of Mr. Paul
Garfinkle (Chair), Dr. Richard Ryder and Mr. Arthur Cohen.  The Audit
Committee was created in 2001 to administer and coordinate the activities

						18

and results of the annual audit of the Company by independent accountants
and to comply with NASDAQ listing requirements.

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. Jeffrey
Koffman (Chair), Dr. Richard Ryder and Mr. Paul Garfinkle.

                  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.

SUMMARY COMPENSATION TABLE (1,2,3)
___________________________________________________________________________

                                              Annual Compensation

                                     Year          Salary        Bonus
                                     ______________________________________

David L. Koffman                     2003         $ 81,000        $--
Chairman, President and Chief        2002         $ 81,000        $--
Executive Officer                    2001         $ 81,000        $--

Frank Rabinovitz                     2003         $187,000       $25,000
Director, Executive Vice President,  2002         $162,000       $50,000
Chief Operating Officer,             2001         $187,000       $62,000
President of AVES
____________________________________________________________________________


(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 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, 2003
for this insurance coverage were $18,000 and $25,373, respectively.  Such
amounts are not included in the above table.

(3)  The Company has accrued Mr. Koffman's fiscal 2003, 2002 and 2001
salary, however, he has deferred payment until such time as the Company's
working capital position improves.

The Company's 2001 Stock Option Plan allows for the granting of 250,000
shares of the Company's common stock.  The Plan provides for the granting
to employees and to others who are in a position to make significant
contribution to the success of the Company and its subsidiaries.  The
options granted may be either incentive stock options as defined in Section
422 of the Internal Revenue Code of 1986, as amended, or options that are
not incentive options, or both.  The exercise price of each option shall
be determined by the Board but, in the case of an incentive option, shall
not be less than 100% (110% in the case of an incentive option granted to
a ten-percent stockholder) of the fair market value of the stock subject to
the option on the date of grant; nor shall the exercise price of any option
be less, in the case of an original issue of authorized stock, than par
value.

						19

Options shall be exercisable during such period or periods as the Board may
determine, but in no case after the expiration of Ten years (Five years in
the case of an incentive option granted to a "ten percent stockholder" from
the date of grant.)  In the discretion of the Board, options may be
exercisable (i) in full upon grant or (ii) over or after a period of time
conditioned on satisfaction of certain Company, division, group, office,
individual or other performance criteria, including the continued
performance of services to the Company or its subsidiaries.

Unexercised options expire on the earlier of (i) the date that is ten
years from the date on which they were granted (five years in the case
of an Incentive Option granted to a "ten percent stockholder"), (ii) the
date of the termination of an option holder for any reason other than
termination not for cause, death or disability (as defined in the Stock
Option Plan), or (iii) the earlier of one year, or the expiration date
of such option, from the date of the optionee's disability or death. There
were 170,000 stock options outstanding at April 30, 2003.


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

Except pursuant to its 2001 Stock Option 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 16, 2003, 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.

PRINCIPAL STOCKHOLDERS
_________________________________________________________________________
Name and Address of                Amount and Nature of   Note    % of

 Beneficial Owner                  Beneficial Ownership           Class
__________________________________________________________________________
J Acquisition Corp
300 Plaza Drive, Vestal, NY 13850        2,059,884          1      74.5%
__________________________________________________________________________

David L. Koffman
300 Plaza Drive, Vestal, NY 13850        1,283,033          2      46.3%
__________________________________________________________________________

Vulcan Properties, Inc.
505 Eighth Avenue, New York, NY 10018      292,189                 10.6%
__________________________________________________________________________

Frank Rabinovitz
12610 W. Airport Blvd. Suite 150,
Sugar Land, TX 77478                         4,600                  0.2%
_________________________________________________________________________

Richard Ryder
15 Campbell Road, Binghamton, NY 13905      24,000                  0.9%
__________________________________________________________________________

Robert C. Nolt
300 Plaza Drive, Vestal, NY 13850           10,000                  0.4%
__________________________________________________________________________

All Directors & Executive Officers
          as a Group                     1,321,633                 47.6%
__________________________________________________________________________

						20

1.  The following persons owned the number of shares of common stock and
the percentage of outstanding shares of common stock of J Acquisition Corp
set forth opposite their names.  Jayark does not believe that under rules
promulgated by the SEC, such persons are deemed to beneficially own the
shares of Jayark common stock owned by J Acquisition Corp, since none of
the persons control J Acquisition Corp:  Jeffrey Koffman - 148,402, 7.2%,
Frank Rabinovitz 63,826, 3.1%

2.  Consists of 1,233,033 owned by J Acquisition Corp.  Mr. Koffman is the
Chief Executive Officer and a Director of J Acquisition Corp.

          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.

J Acquisition Corp, 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, Frank Rabinovitz, Executive Vice President, Chief
Operating Officer and Director of the Company, and two entities controlled
by members of the Koffman family, beneficially owns 2,059,884 shares of
Common Stock, which represents approximately 75% of the Common Stock
outstanding at April 30, 2003.

The Company has a note receivable from a related party, New Valu, Inc.,
for $161,865.  New Valu, Inc. is a company controlled by members of the
Koffman family, of which David Koffman and Robert Nolt are officers.  The
note is payable on demand with an annual interest rate of 5.5%.

The Company continues to be obligated under notes payable to related
parties aggregating $1,374,993.  The related parties and corresponding
outstanding obligations include David Koffman, Chairman of the Board of
Directors and President of the Company ($201,113), AV Texas Holding LLC,
an entity controlled by members of the Koffman family ($850,000) and CCB
Associates, LP, an entity with indirect control by a Board Member
($323,880).  The current portion of the related notes aggregated $161,332.
The remaining balance on these related notes matures in December 2004 at
which time the entire remaining unpaid principal balance, aggregating
$1,213,661, plus accrued interest, aggregating $237,936, is due.

PART IV

						21

                    Item 14.  Controls and Procedures

The Company maintains a system of disclosure controls and procedures that
is designed to ensure information required to be disclosed by the Company
is accumulated and communicated to management in a timely manner.
Management has reviewed this system of disclosure controls and procedures
within 90 days of the date hereof, and has concluded that the current
system of controls and procedures is effective.

The Company maintains a system of internal controls and procedures for
financial reporting.  Since the date of management's most recent evaluation,
there were no significant changes in internal controls or in other factors
that could significantly affect internal controls.


Item 15. Exhibits, Financial Statement Schedules And Reports On Form 8-K

(a) Documents filed as part of this report:
	1. And 2. Consolidated Financial Statements.
	The Independent Auditors' Report, Consolidated Financial Statements and
	Notes to Consolidated Financial Statements which are filed as a part of
	this report are listed in the Index to Consolidated 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

            Item 16.  Principal Accountant Fees and Services

The following sets forth fees billed to the Company by KPMG LLP for
services rendered for fiscal 2003 and 2002:

                                2003                2002
                               ____________________________________
     Audit Fees                $70,569              $85,274
     Audit Related Fees             --                   --
     Tax Fees                       --                   --
     All Other Fees                 --                   --
                               ____________________________________
       Total                   $70,569              $85,274
                               ====================================

The Audit Committee recommends the selection of the external auditors
for approval by the board of directors and instructs the external
auditors that they are responsible to the board of directors and
the audit committee as representatives of the shareholders.  In that
regard, also confirms that the external auditors will report all relevant
issues to the committee in response to agreed-upon expectations.

The Audit Committee reviews the performance of the external auditors and
obtains a formal written statement from the external auditors consistent
with standards set by the Independence Standards Board.  Additionally,
they discuss with the auditors any relationships or non-audit services
that may affect their objectivity or independence.

The Audit Committee considers, in consultation wit the external auditors,
their audit scopes and plans to ensure completeness of coverage, reduction
of redundant efforts and the effective use of audit resources and reviews
and approves requests for any consulting services to be performed by the
external auditors, and is advised of any other study undertaken at the
request of management that is beyond the scope of the audit engagement
letter.  All audit and non-audit services are pre-approved by the Audit
Committee pursuant to the Audit Committee's pre-approval policies and
procedures.

                                  22
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 28, 2003
____________________
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,   July 28, 2003
____________________
DAVID L. KOFFMAN         Chief Executive Officer and Director

/s/ Frank Rabinovitz     Executive Vice President, Chief      July 28, 2003
_____________________
FRANK RABINOVITZ	 	 Operating Officer and Director

/s/ Robert C. Nolt       Chief Financial Officer and Director July 28, 2003
______________________
ROBERT C. NOLT

/s/ Arthur G. Cohen      Director                             July 28, 2003
______________________
ARTHUR G. COHEN

/s/ Jeffrey P. Koffman   Director                             July 28, 2003
______________________
JEFFREY P. KOFFMAN

/s/ Richard Ryder        Director                             July 28, 2003
_______________________
RICHARD RYDER

/s/ Paul Garfinkle       Director                             July 28, 2003
_______________________
PAUL GARFINKLE

                                  23

                   JAYARK CORPORATION AND SUBSIDIARIES

Index to Consolidated Financial Statements			Page


Independent Auditors' Report                                 25

Consolidated Balance Sheets as of April 30, 2003 and 2002	 26

Consolidated Statements of Operations for the Years Ended
  April 30, 2003, 2002 and 2001                              27

Consolidated Statements of Stockholders' Deficit for the
  Years Ended April 30, 2003, 2002 and 2001                  28

Consolidated Statements of Cash Flows for the Years Ended
  April 30, 2003, 2002 and 2001                              29

Notes to Consolidated Financial Statements                   30-44

Certifications                                               45-47

Exhibit Index                                                48-52

                                  24

Independent Auditors' Report

To the Shareholders and Directors
Jayark Corporation:

We have audited the accompanying consolidated balance sheets of
Jayark Corporation and subsidiaries as of April 30, 2003 and 2002,
and the related consolidated statements of operations, stockholders'
deficit, and cash flows for each of the years in the three-year
period ended April 30, 2003.  These consolidated financial statements
are the responsibility of the Company's management.  Our responsibility
is to express an opinion on these consolidated financial statements
based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the 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
financial statement presentation.  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, 2003 and 2002, and
the results of their operations and their cash flows for each of the
years in the three-year period ended April 30, 2003 in conformity with
accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements,
effective May 1, 2001, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 142, Goodwill and Other Intangible
Assets.

/s/ KPMG LLP
June 20, 2003
Syracuse, New York
                                  25

                    Jayark Corporation and Subsidiaries
                       Consolidated Balance Sheets
                         April 30, 2003 and 2002




                                                  2003           2002
Assets
Current Assets:
Cash and Cash Equivalents                        $999,088        $866,971
 Accounts Receivable - Trade, less allowance
 for doubtful
  Accounts of $94,447 and $109,028, respectively  891,964       1,197,823
Inventories                                       298,040         393,612
Note Receivable - Related Party                   161,865              --
Other Current Assets                               72,474          40,206
                                                _________       ___________

 Total Current Assets                            2,423,431       2,498,612
                                                =========       ===========


 Property, Plant & Equipment, net                 141,052         180,783
 Goodwill                                         204,662         204,662
                                               ___________     ___________

  Total Assets                                 $2,769,145      $2,884,057
                                               ===========     ===========

Liabilities
Current Liabilities:
 Borrowings Under Lines of Credit                $250,000        $299,000
Current Portion of Long Term Debt
  - Related Parties                               161,332         161,332
 Accounts Payable and Accrued Expense             448,233         440,589
 Accrued Salaries                                 152,025         187,684
 Other Current Liabilities                         65,955          85,030
                                                _________       ___________
Total Current Liabilities                       1,077,545       1,173,635

Long Term Debt - Related Parties, excluding
 current portion                                1,213,661       1,213,661
Deferred Compensation                             362,665         344,272
Accrued Interest - Related Parties                742,446         636,696
                                                _________       ____________

 Total Liabilities                              3,396,317       3,368,264
                                                _________       ____________


Concentrations, Commitments, and Contingencies (Notes 1, 12 and 13)

Stockholders' Deficit
Common Stock of $.01 Par Value, Authorized
 30,000,000 Shares; issued 2,773,896 Shares        27,739          27,739
Additional Paid-In Capital                     12,860,435      12,860,435
Accumulated Deficit                           (13,514,596)    (13,371,631)
Treasury Stock, 7,500 shares at cost                 (750)           (750)
                                              ____________    ____________
 Total Stockholders' Deficit                     (627,172)       (484,207)
                                              ____________    ____________


 Total Liabilities & Stockholders' Deficit     $2,769,145      $2,884,057
                                              ============    ============


          See accompanying notes to consolidated financial statements

                                  26

                     Jayark Corporation and Subsidiaries
                    Consolidated Statements of Operations
                  Years ended April 30, 2003, 2002 and 2001
                                  __________________________________________


                                   2003           2002           2001
                                  __________________________________________

Net Revenues                      $9,915,954   $11,415,537    $12,886,491
Cost of Revenues                   8,408,958     9,429,755     10,836,632
                                  __________________________________________

 Gross Margin                      1,506,996     1,985,782      2,049,859


Selling, General & Administrative  1,556,421     1,983,095      2,422,739
                                  __________________________________________


Operating Income (Loss)              (49,425)        2,687       (372,880)

Interest Expense, Net               (100,229)     (115,148)      (140,134)
Gain on Sale of Assets                 3,384        13,900          1,156
                                  __________________________________________

Loss Before Income Taxes            (146,270)      (98,561)      (511,858)

Income Taxes                          (3,305)          768        (11,144)
                                  __________________________________________


Net Loss                           ($142,965)     ($99,329)     ($500,714)
                                  ==========================================


Weighted Average Common Shares     2,766,396     2,766,396       2,766,396
                                  ==========================================


Basic and Diluted Loss per
 Common Share                          ($.05)        ($.04)          ($.18)
                                  ==========================================

       See accompanying notes to consolidated financial statements

                                  27

                     Jayark Corporation and Subsidiaries
               Consolidated Statements of Stockholders' Deficit
                 Years Ended April 30, 2003, 2002 and 2001

                         Common  Additional  Accumulated  Treasury    Total
                          Stock   Paid-In      Deficit      Stock   Stockholders

                                 Capital                            Deficit
                        _______________________________________________________
Balance at April 30, 2000 27,739 12,598,980  (12,771,588)    (750)   (145,619)
 Net Loss                     --         --     (500,714)      --    (500,714)
                        _______________________________________________________

Balance at April 30, 2001 27,739 12,598,980  (13,272,302)    (750)   (646,333)
 Gain from Divestiture of
  Fisher                      --    261,455           --       --     261,455
 Net Loss                     --         --      (99,329)      --     (99,329)
                        _______________________________________________________

Balance at April 30, 2002 27,739 12,860,435  (13,371,631)    (750)   (484,207)
 Net Loss                     --         --     (142,965)      --    (142,965)
                        _______________________________________________________


Balance at April 30, 2003 27,739 12,860,435 ($13,514,596)   ($750)  ($627,172)
				=======================================================


          See accompanying notes to consolidated financial statements

                                  28

                   Jayark Corporation and Subsidiaries
                  Consolidated Statements of Cash Flows
                Years Ended April 30, 2003, 2002 and 2001

                                       2003          2002          2001
Cash Flows From Operating Activities:
Net Loss                              ($142,965)    ($99,329)     ($500,714)


Adjustments to Reconcile Net Loss to
Net Cash Flows Provided By Operating
Activities:
Depreciation and Amortization of
 Property, Plant and Equipment           65,445      121,649        182,191
Amortization of Goodwill and Patent          --        1,203         16,739
Gain on Disposition of Asset             (3,384)     (13,900)        (1,156)
Increase (Decrease) in Provision for
 Doubtful Accounts                      (14,581)       8,665         24,363
Inventory Write-Down                    100,000           --             --
  Changes In Assets and Liabilities,
   Net of Divestiture of Fisher
   Accounts Receivable                  320,440       80,894         41,118
   Inventories                           (4,428)     191,707       (209,693)
   Other Current Assets                 (32,268)     (14,138)        47,713
   Accounts Payable and Accrued Expenses  7,644     (126,036)       320,067
   Accrued Salaries and Deferred
    Compensation                        (17,266)      75,956        187,775
   Accrued Interest - Related Parties   105,750      105,748         26,437
   Other Liabilities                    (19,075)      12,306        (10,035)
                                        ____________________________________

    Net Cash Provided By Operating
     Activities                         365,312      344,725        124,805
                                        ____________________________________


Cash Flows From Investing Activities:

 Proceeds from Sale of Assets             3,384       13,900          1,156
 Purchases of Plant and Equipment       (25,714)    (121,646)      (270,801)
 Note Receivable - Related Party       (161,865)          --             --
 Purchases of Patent	                     --       (4,093)       (46,251)
                                        ____________________________________

  Net Cash Used In Investing Activities(184,195)    (111,839)      (315,896)
                                        ____________________________________


Cash Flows From Financing Activities:
Net Borrowings (Payments) Under Lines
 of Credit                              (49,000)    (200,060)       130,106
Payments of Long Term Debt Related
 Parties                                     --           --        (64,910)
Proceeds from Issuance of 8%
 Cumulative Convertible Preferred
 Stock of Subsidiary                         --           --        429,500
                                        ____________________________________

Net Cash Provided By (Used In)
 Financing Activities                   (49,000)    (200,060)       494,696
                                        ____________________________________


Net Increase in Cash and Cash
 Equivalents                            132,117       32,826        303,605
Cash & Cash Equivalents at Beginning
 of Year                                866,971      834,145        530,540
                                        ____________________________________

Cash & Cash Equivalents at End
 of Year                               $999,088      $866,971      $834,145
                                       ====================================

Supplemental Disclosures:
Cash Paid During the Year for
  Interest                              $12,820       $26,029      $140,969
                                       ====================================

  Taxes, net of Refunds                 ($3,305)         $768           $--
                                       ====================================


       See accompanying notes to consolidated financial statements

                                  29

                 Notes to Consolidated Financial Statements

                       April 30, 2003, 2002 and 2001

(1) Summary of Significant Accounting Policies

Operations

The Company conducts its operations through three wholly owned
subsidiaries, each of which constituted a separate business segment
for financial reporting purposes.  AVES Audio Visual Systems, Inc.
(AVES), Med Services Corporation (Med) and Fisher Medical Corporation
(Fisher).  AVES distributes and rents a broad range of audio, video and
presentation equipment.  Med historically has engaged various contractors
to design and develop specialty medical equipment for its distribution to
companies that sell and rent durable medical equipment to hospitals,
nursing home and individuals.  As discussed in Note 13, the Company
relinquished control of Fisher and deconsolidated Fisher effective
October 1, 2001 and is accounting for its investment in Fisher under
the equity method.  Prior to the divestiture, Fisher developed,
manufactured, and distributed therapeutic support surfaces used in
hospitals, nursing homes and home health care.


                      Principles of Consolidation

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

                          Cash Equivalents

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.

                            Inventories


Inventories are stated at the lower of cost or market value.  Cost
is determined by using the first-in, first-out method.

                     Property, Plant and Equipment

Property, plant and equipment are stated at cost.  Depreciation of
plant and equipment is calculated using the straight-line method
over the estimated useful lives of the assets.  Amortization of
leasehold improvements is calculated on a straight-line basis over
the lesser of the lease term or estimated useful lives of the
improvements.  The useful lives of these assets and lease terms of
the leasehold improvements range from approximately 3 to 20 years.
At the time of sale or retirement, the costs and accumulated
depreciation or amortization of such assets are removed from the
respective accounts, and any resulting gain or loss is reflected
in operations.


The Company accounts for impairment of long-lived assets in accordance
with Statement of Financial Accounting Standards (SFAS) No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets.
SFAS No. 144 requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the book value
of the asset may not be recoverable.  Implementation of SFAS No. 144 in
fiscal 2003 did not impact the Company's financial position or results of
operations.

                                  30

Maintenance and repairs are charged to operations as incurred, and
expenditures for major renewals and betterments are capitalized and
amortized by charges to operations.


                            Income Taxes

The Company utilizes the asset and liability method of accounting
for income taxes.  Under this method, 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 and tax credit carryforwards.  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.  The effect of
deferred tax assets and liabilities of a change in tax rates is
recognized 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.

                        Loss Per Common Share

Basic loss per common share is based on the weighted average
number of common shares outstanding.  Diluted loss per common share
is based on the weighted average number of common shares outstanding,
as well as dilutive potential common shares, which, in the Company's
case comprise shares issuable under the stock option plan described
in Note 8.  The treasury stock method is used to calculate dilutive
shares which reduces the gross number of dilutive shares by the number
of shares purchasable from the proceeds of the options assumed to be
exercised.

Outstanding stock options, assumed to be exercised, aggregating
170,000, 180,000 and 0 at April 30 2003, 2002 and 2001, respectively,
are not included in the calculation of diluted loss per common share
for the fiscal years since the effects would be antidilutive due to
the option price being greater than the average market prices.
Accordingly, basic and diluted net loss per common share do not differ
for any periods presented.

                        Revenue Recognition

The Company generally recognizes revenues at the time products are
shipped to customers provided that persuasive evidence of an arrangement
exists, the sales price is fixed or easily determinable, collectibility
is reasonably assured and title and risk of loss have passed to the
customer.  Rental revenue is recognized over the rental period and
service revenue is recognized when services are performed.  Estimated
allowances for returns and doubtful accounts are recorded in the period
such returns and losses are determined.  Management reviews the allowance
for doubtful accounts on a regular basis and makes adjustments based on
historical experience, current conditions, and future expectations.
Management believes the estimate for the allowance for doubtful accounts
is reasonable; however, actual results could differ from this estimate.

                              Goodwill

Goodwill, representing the excess consideration over fair value of
assets purchased and liabilities assumed in a purchase business
combination, is tested annually for impairment at the reporting unit
level, by comparing the fair value of the reporting unit with its
carrying value.  Valuation methods for determining the fair value of
the reporting unit include reviewing quoted market prices and
discounted cash flows.  If the goodwill is indicated as being impaired,
the fair value of the reporting unit is then allocated to its assets and
liabilities in a manner similar to a purchase price allocation in order
to determine the implied fair value of the reporting unit goodwill.  This
implied fair value of the reporting unit goodwill is then compared with
the carrying amount of the reporting unit goodwill, and if it is less,
the Company would then recognize an impairment loss.  No impairment
losses were recorded in fiscal 2003, 2002 or 2001.

						31

                       Stock Based Compensation

On December 31, 2002 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 148, Accounting
for Stock-Based Compensation - Transition and Disclosure, which provided
alternative methods of transition to the fair value method of accounting
for stock-based compensation of SFAS 123, Accounting for Stock-Based
Compensation.  SFAS No. 148, also amended the disclosure provisions of
SFAS 123 to require disclosure in the summary of significant accounting
policies of the effects of an entity's accounting policy with respect to
stock-based compensation on reported net income.

In accordance with the provisions of SFAS 148, the Company has elected
to continue to account for its stock options under APB Opinion No. 25,
Accounting for Stock Issued to Employees (APB 25) and related
interpretations.  Under APB 25, because the exercise price of the
Company's employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is
recognized.  For the purposes of SFAS 148 pro forma disclosures, the
estimated fair value of the options is amortized to expense over the
option vesting periods.  The Company's pro forma information is
summarized as follows:

                                               2003           2002
                                            ___________________________

Net Loss as reported                        ($142,956)     ($99,329)
Stock-Based compensation expense if
 SFAS 123 was applied                              --       (56,904)
                                            ____________________________


 ProForma Net Loss                          ($142,956)    ($156,233)
                                            ============================


As no options were issued during fiscal 2003, and all options issued
in fiscal 2002 vested immediately upon date of grant, no pro forma
compensation expense would be recognized in fiscal 2003.  The fair
value for each option grant in fiscal 2002 was estimated at the date
of grant using a Black-Scholes option pricing model with the following
weighted average assumptions: expected option life of 3 years; risk free
interest rate of 4%; no expected dividend yield; expected volatility of
198%.

The Black-Scholes option pricing model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable.  In addition, the option
valuation model requires the input of highly subjective assumptions
including the expected stock price volatility.  Because the Company's
employee stock options have characteristics significantly different
from those traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate in management's
opinion, the existing model does not necessarily provide a reliable
single measure of the fair value of its employee stock options.
Additionally, the effects of applying SFAS 123 for providing pro forma
disclosures are not likely to be representative of the effects on
reported net income in future years.

                   Research and Development Costs

Research and development costs are charged to expense as incurred.
Research and development expense was $0, $305,639 and $655,245 in fiscal
2003, 2002 and 2001, respectively, and is recorded within selling,
general and administrative expenses.

                         Financial Instruments

The Company's financial instruments, which include cash and cash
equivalents, accounts and note receivable, accounts payable, borrowings
under lines of credit, and long term debt are stated at cost which
approximates fair value at April 30, 2003 and 2002.

                                 32

                           Concentrations

For the years ended April 30, 2003, 2002 and 2001 approximately 84%, 84%
and 81% of the Company's consolidated net revenues relate to AVES' sales
to schools and other educational institutions.

                   Recent Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 143, "Accounting
for Asset Retirement Obligations" (SFAS No. 143).  SFAS No. 143
addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived
assets and the associated asset retirement costs.  SFAS No. 143 is
required for adoption for fiscal years beginning after June 15, 2002.
The Company has reviewed the provisions of SFAS No. 143, and believes
that upon adoption, the Statement will not have a significant effect
on its consolidated financial statements.

In April 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 145, "Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13,
and Technical Corrections" (SFAS No. 145).  SFAS No. 145 is required
for adoption for fiscal years beginning after May 15, 2002, with early
adoption of the provisions related to the rescission of Statement 4
encouraged.  The Company has reviewed the provisions of SFAS No. 145,
and believes that upon adoption, the Statement will not have a
significant effect on its consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal
activities and requires that the liabilities associated with these costs
be recorded at their fair value in the period in which the liability
is incurred. SFAS No. 146 is effective for disposal activities initiated
after December 31, 2002. SFAS No. 146 did not have an impact on our
consolidated financial position, results of operations or cash flows
as we have initiated no exit or disposal activities subsequent to
December 31, 2002.

In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities". SFAS No. 149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts. SFAS No. 149 is effective for contracts entered into or
modified after June 30, 2003, except as stated below, and for
hedging relationships designated after June 30, 2003. In addition,
except as stated below, all provisions of SFAS No. 149 should be
applied prospectively. The provisions of SFAS No. 149 relating to
SFAS No. 133 Implementation Issues that have been effective for fiscal
quarters beginning prior to June 15, 2003, should continue to be applied
in accordance with their respective effective dates. Adoption of SFAS No.
149 is not expected to have a material impact on our consolidated
financial position, results of operations or cash flows as we presently
have no derivative instruments or hedging activities.

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
SFAS No. 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). Many of these instruments were previously classified as
temporary equity. SFAS No. 150 will be effective for financial instruments
entered into or modified after May 31, 2003, and otherwise shall be effective
at the beginning of the first interim period beginning after June 15, 2003.
For financial instruments created before the issuance date of SFAS No. 150
and still existing at the beginning of the interim period of adoption,
transition shall be achieved by reporting the cumulative effect of a change
in accounting principle by initially measuring the financial instruments at
fair value or other measurement attribute required by SFAS No. 150.
Instruments with characteristics of both liabilities and equity not addressed
in SFAS No. 150 will be addressed

						33

in the next phase of the project. Adoption
of SFAS No. 150 is not expected to have a material impact on our
consolidated financial position, results of operations or cash flows.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". This interpretation
elaborates on the disclosures to be made by a guarantor in interim
and annual financial statements about the obligations under certain
guarantees. FASB Interpretation No. 45 also clarifies that a guarantor
is required to recognize, at the inception of a guarantee, a liability
for the fair value of the obligation undertaken in issuing the guarantee.
The initial recognition and initial measurement provisions of this
interpretation are applicable on a prospective basis to guarantees issued
or modified after December 31, 2002. We do not currently provide guarantees.
As a result, this interpretation did not have an impact on our financial
statements.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities". This interpretation addresses the
consolidation of business enterprises (variable interest entities) to
which the usual condition of consolidation does not apply. This
interpretation focuses on financial interests that indicate control.
It concludes that in the absence of clear control through voting
interests, a company's exposure (variable interest) to the economic risks
and potential rewards from the variable interest entity's assets and
activities are the best evidence of control. Variable interests are rights
and obligations that convey economic gains or losses from changes in the
values of the variable interest entity's assets and liabilities. Variable
interests may arise from financial instruments, service contracts, nonvoting
ownership interests and other arrangements. If an enterprise holds a
majority of the variable interests of an entity, it would be considered
the primary beneficiary. The primary beneficiary would be required to
include assets, liabilities and the results of operations of the variable
interest entity in its financial statements. This interpretation applies
immediately to variable interest entities that are created, or for which
control is obtained after, January 31, 2003. For variable interest entities
created prior to February 1, 2003, the provisions would be applied
effective July 1, 2003.  The Company has no variable interest entities
and therefore the interpretation has no impact on our financial statements.

                           Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.

                           Reclassifications

Certain prior year amounts have been reclassified to conform with the
fiscal 2003 presentation.

(2) Adoption of Accounting Pronouncements

In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" which supersedes APB
Opinion No. 16, "Business Combinations".  SFAS No. 141 eliminates
the pooling-of-interests method of accounting for business combinations
and modifies the application of the purchase accounting method.  The
elimination of the pooling-of-interests method is effective for
transactions initiated after June 30, 2001.  The remaining provisions
of SFAS No. 141 are effective for transactions accounted for using the
purchase method that are completed after June 30, 2001.  The Company
adopted SFAS No. 141 during the first quarter of fiscal 2002 (effective
May 1, 2001).  Adoption of the Statement did not have an impact on the
Company, as the Company has not historically had pooling-of-interest
transactions and had not initiated any business combinations after
June 30, 2001.

						34

During the first quarter of fiscal 2002 (effective May 1, 2001), the
Company adopted Statement of Financial Accounting Standards No. 142,
"Goodwill and Intangible Assets", which supercedes APB Opinion No.
17, "Intangible Assets".  SFAS No. 142 eliminates the current
requirement to amortize goodwill and indefinite-lived intangible assets,
addresses the amortization of intangible assets with a defined life and
addresses the impairment testing and recognition of goodwill and
intangible assets.  The following information describes the impact that

                                  32

the adoption of SFAS No. 142 had on net loss and net loss per common
share for the fiscal years ending April 30:


                                   2003         2002            2001
                                 _______________________________________


Net Loss                        ($142,965)   ($99,329)       ($500,714)
Add Back:  Goodwill Amortization       --          --          $26,068
                                 _______________________________________
Adjusted Net Loss               ($142,965)   ($99,329)       ($474,646)
                                 =======================================

Net Loss per Common Share -
 Basic and Diluted                  ($.05)      ($.04)           ($.18)
Goodwill Amortization                 $--         $--             $.01
                                 ________________________________________


Adjusted Net Loss                   ($.05)      ($.04)           ($.17)
                                 ========================================

(3) Inventories

Inventories are summarized as follows:

                              April 30, 2003       April 30, 2002
______________________________________________________________________


Raw Materials                   $74,113               $174,113
Finished Goods                  223,927                219,499
                             _________________________________________
                               $298,040               $393,612
                             =========================================


In fiscal 2003, the Company recognized an inventory write-down charge
of $100,000 related to Med raw materials.  The charge to reflect the
estimated net realizable value of inventories is reflected within the
cost of revenues.

(4) Property, Plant and Equipment

Property, plant and equipment are summarized as follows:


                                       April 30, 2003    April 30, 2002
Machinery and equipment                   $28,048            $46,438
Furniture and fixtures                     76,294             76,571
Leasehold improvements                     18,215             18,215
Automobiles and trucks                    208,353            197,615
Rental and demonstration equipment        200,989            222,652
                                       _________________________________

Total property and equipment              531,899            561,491
Less accumulated depreciation and
 amortization                             390,847            380,708
                                       _________________________________


Net property and equipment               $141,052           $180,783
                                       =================================


(5) Note Receivable - Related Party

On December 31, 2002, the Company advanced $161,865 pursuant to a note
receivable to New Valu, Inc., a related party controlled by members of
the Koffman family, of which David Koffman and Robert Nolt are officers

						35

of.  The note is payable on demand with an annual interest rate of 5.5%.

(6) Borrowings Under Lines of Credit

The Company has two lines of credit which are split between the AVES
and Med subsidiaries.  The AVES line of credit is secured by the
related accounts receivable and inventories, and provides for
borrowings up to $750,000 through September 30, 2003.  The Med line
of credit is guaranteed by AVES, and provides for borrowing up to
$500,000 through September 30, 2003.  The borrowings under the lines
of credit bear interest at prime, which was 4.25% and 4.75% at
April 30, 2003 and 2002, respectively.  The Company had $1,000,000
and $951,000 available under the lines of credit at April 30, 2003
and 2002, respectively.

There are no financial covenants associated with the lines of credit.

(7) Long-term Debt - Related Parties

Long-term debt with related parties is summarized as follows:

                                                   2003          2002
                                                 _______________________

Subordinated note payable due December 2004;
 quarterly interest payments at fixed interest
 rate of 7.5%                                     $850,000      $850,000
Subordinated notes payable due December 2004;
 quarterly interest payments at fixed interest
 rate of 8%                                       $524,993      $524,993
                                                 _______________________

                                                 1,374,993     1,374,993
Less:  Current Installments                        161,332       161,332

                                                 _______________________

                                                $1,213,661    $1,213,661
                                                 =======================

The Company has an $850,000 unsecured subordinated note payable to a
related party.  The note requires annual principal payments of $100,000
due on December 31.  The note matures in December 2004, at which time
the entire unpaid principal balance plus accrued interest is due.  Due
to the Company's cash flow position, unpaid principal aggregating
$250,000 has been waived until the maturity date of the note.  Interest
expense on the note payable aggregated $63,750, $63,750 and $67,852 in
fiscal 2003, 2002 and 2001, respectively.  Cash paid for interest on the
note was $0, $0 and $51,915 in fiscal 2003, 2002 and 2001, respectively.

Additionally, the Company has an aggregate $524,993 of unsecured
subordinated notes to related parties.  These notes require combined
annual principal payments of $61,332 due on December 31.  The notes
mature in December 2004, at which time the entire unpaid principal
balance plus accrued interest is due.  Due to the Company's cash flow
position, unpaid principal aggregating $157,056, has been waived until
the maturity date of the notes.  Interest expense on the subordinated
notes aggregated $41,998, $41,998 and $43,142 in fiscal 2003, 2002 and
2001, respectively.  Cash paid for interest on the subordinated notes
was $0, $0 and $32,642 in fiscal 2003, 2002 and 2001, respectively.

Accrued interest - related parties in the consolidated balance sheets
includes unpaid interest on the subordinated notes to related parties,
and $397,463 of unpaid interest relating to certain debentures converted
to equity in fiscal 1999.  The unpaid interest relating to the historical
debentures was waived by the holders of these notes until December 2004.

The aggregate maturities of all long-term debt for the fiscal years
subsequent to April 30, 2003 are summarized as follows:

						36

                          2004         $161,332
                          2005       $1,213,661
                                     __________

                                     $1,374,993
                                     ==========


(8) Stock Options

The Company's Stock Option Plan (Plan) allows for the granting of
250,000 options to purchase shares of the Company's common stock.  The
Plan provides for the granting to employees and to others who are in a
position to make significant contributions to the success of the Company
and its subsidiaries.  The options granted may be either incentive stock
options (ISO's) as defined in Section 422 of the Internal Revenue Code
of 1986, as amended, or options that are not incentive options (NSO's),
or both.  The exercise price of each option shall be determined by the
Board but, in the case of an incentive stock option, shall not be less
than 100% (110% in the case of an incentive stock option granted to a 10%
stockholder) of the fair market value of the stock subject to the option
on the date of grant; nor shall the exercise price of any stock option be
less, in the case of an original issue of authorized stock, than par value.

Stock options shall be exercisable during such period or periods as the
Board may determine, but in no case after the expiration of ten years
(five years in the case of an incentive stock option granted to a ten
percent stockholder) from the date of grant.  At the discretion of the
Board, options may be exercisable (i) in full upon grant or (ii) over or
after a period of time conditioned on satisfaction of certain Company,
division, group, office, individual or other performance criteria,
including the continued performance of services to the Company or its
subsidiaries.

Unexercised stock options expire on the earlier of (i) the date that is
ten years from the date on which they were granted (five years in the
case of an incentive stock option granted to a ten percent stockholder),
(ii) the date of the termination of an option holder for any reason other
than termination not for cause, death or disability (as defined in the
Plan), or (iii) the earlier of one year, or the expiration date of such
option, from the date of the optionee's disability or death.

During fiscal 2002, the Company granted 187,500 stock options under
this Plan.  Information relating to option activity under this Plan are
summarized as follows:


                             Shares
                            __________
                               ISO
                         __________________
                                                    Option  Weighted Average
                       Employee   Director  Total    Price   Exercise Price
                       _____________________________________________________

Outstanding at
 April 30, 2001        --         --        --        --       --
  Issued              107,500     80,000    187,500  $.50     $.50
  Cancelled            (7,500)    --         (7,500)  --       --
                      ______________________________________________________
Outstanding at
 April 30, 2002       100,000     80,000    180,000  $.50     $.50
  Issued              --          --        --        --       --
  Cancelled           --         (10,000)   (10,000)  --       --
                      ______________________________________________________

Outstanding at
 April 30, 2003       100,000     70,000    170,000  $.50     $.50
                      ======================================================
Shares Exercisable at
 April 30, 2003       100,000     70,000    170,000  $.50     $.50
                      ======================================================

Shares available for
 Grant at April 30, 2003                     80,000
                      ===============================


(9) Preferred Stock of Subsidiary

In October 2000, the Company authorized 20,000 shares of Fisher Medical
8% Senior Cumulative Convertible Preferred Stock.  The preferred stock

						37

has a stated value of $150 per share, which was subsequently amended to
$100 per share.  The preferred shares are redeemable by the Company at
any time at a redemption price of $100 per share.  The preferred shares
are voting and each share is convertible into an equal number of Fisher
Medical Corporation common stock shares on a one to one basis.  In the
event of a voluntary or involuntary liquidation, dissolution or winding
up of the Company, the holders of preferred stock are entitled to
distribution or payment, before any distributions or payments to holders
of common stock.  The holders of preferred shares are entitled to receive,
when declared by the Board of Directors, out of funds legally available for
that purpose, cumulative semi-annual dividends at the rate of 8% per annum,
commencing on April 30, 2001.  As of April 30, 2001 the Company had issued
4,295 shares of Fisher Medical Senior Cumulative Convertible Preferred
Stock for $429,500.  As discussed in Note 13, the Company relinquished
control of Fisher and has deconsolidated Fisher effective October 1, 2001.

(10) Income Taxes

Income tax expense (benefit) consist of the following:




                               Current    Deferred       Total
                               ________________________________

Year Ended April 30, 2003
  Federal                     ($5,048)         $--      ($5,048)
  State                        $1,743          --        $1,743
                               _________________________________

                              ($3,305)         $--      ($3,305)
                               =================================


Year Ended April 30, 2002
  Federal                          --          $--           --
  State                          $768           --         $768
                               _________________________________

                                 $768          $--         $768
                               =================================


Year Ended April 30, 2001
  Federal                    ($11,144)         $--     ($11,144)
  State                            --           --           --
                              __________________________________


                             ($11,144)         $--     ($11,144)
                              ==================================

A reconciliation of the expected consolidated income tax expense
(benefit), computed by applying the U.S. Federal corporate income tax
rate of 34% to loss before income taxes, to income tax expense (benefit),
is as follows:


                                2003             2002         2001
                               _______________________________________

Expected tax benefit          ($49,732)        ($33,551)   ($174,032)
State income taxes net of
 Federal Benefit                 1,150             507           --
Change in valuation allowance    9,000           20,000      166,754
Non-deductible expenses         26,180            1,746        7,271
Over Accrual of Prior Year Taxes    --               --      (11,144)
Effect of graduated Federal
 income tax rates               11,750           11,750           --
Other, net                      (1,653)             276            7
                               _________________________________________


                               ($3,305)            $768     ($11,144)
                               =========================================


The tax effects of temporary differences that give rise to the deferred
tax assets and deferred tax liabilities at April 30, are as follows:

						38


                                                   2003        2002
Deferred tax assets:
 Allowance for doubtful accounts                   $32,000    $37,000
 Allowance for obsolete inventories/unicap costs    42,000     12,000

 Property, plant and equipment, principally due
  to differences in depreciation                    26,000     41,000
Accrued compensation                               151,000    147,000
 Net operating loss carryforwards and tax
  credits                                        3,829,000  3,834,000
                                                 _____________________

Total gross deferred tax assets                    4,080,000  4,071,000
Less valuation allowance                          (4,080,000)(4,071,000)
                                                   _____________________

Net deferred tax assets                                  $--        $--
                                                   =====================


In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized.  The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible.  Management
considers the scheduled reversal of deferred tax liabilities, projected
future taxable income, and tax planning strategies in making this
assessment.  As a result of this assessment, management has recorded a
valuation allowance amounting to the entire deferred tax asset balance at
April 30, 2003 and 2002.

At April 30, 2003, the Company has net operating loss carryforwards for
Federal tax purposes of approximately $11,247,000, which are available to
offset future taxable income, if any, through 2021.

(11) Related Party Transactions

At April 30, 2003 and 2002, the Company had accrued unpaid wages aggregating
$443,665 and $431,469, respectively.  The unpaid wages relate to salary
deferral by the President of the Company for prior services rendered.  The
terms of the salary deferral is such that the President of the Company has
agreed to defer his salary until which time the working capital position of
the Company improves.  Based upon the written intent of the parties, the Company
has reflected $81,000 as a current liability within accrued salaries in the
consolidated balance sheet at April 30, 2003 and 2002, respectively, and
reflected $362,665 and $344,272 as a long-term liability (deferred
compensation) in the consolidated balance sheet at April 30, 2003 and 2002,
respectively.

In fiscal 1999, the Company's President exchanged debt for common stock of
the Company.  At the time of conversion, the unpaid interest on the original
debt, which aggregated $107,047, was waived by the President until such time
as the Company's working capital position improves.  At April 30, 2003, the
waived interest balance of $107,047 is reflected as a long-term liability
based upon the intent of the parties and is displayed in accrued interest -
related parties in the consolidated balance sheet.

(12) Commitments

The Company is obligated under a non-cancelable operating lease agreement
that expires in September 2011.  Future minimum lease payments related to
this lease is as follows:


                        2004                 90,000
                        2005                 90,000
                        2006                 90,000
                        2007                 90,000
                       2008 and thereafter  397,500
                                            _______

                                           $757,500
                                            =======

						39

Rental expense for operating leases was $90,000, $105,547 and $101,185
for the years ended April 30, 2003, 2002, and 2001, respectively.

(13) Divestiture of Fisher

In January 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 development stage
developer, manufacturer, and distributor of 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.

LLC remained the owner of certain intellectual property utilized in Fisher's
medical products line.  The owner of LLC was Steve Fisher who also became a
member of the board of directors of the Company.  Fisher also negotiated a
five-year technology license with LLC, which conveyed certain technology
rights developed by Trlby Innovative LLC of Torrington, Connecticut.  The
acquisition was accounted for under the purchase method of accounting.

Fisher continued to develop medical supply products with the financing
provided by the Company. The Company initially utilized its existing
working capital and lines of credit to fund Fisher's development efforts.
The development time horizon exceeded the projected investment horizon as
determined by the Company.  Due to the need for additional funding for this
development, the Company endeavored to infuse additional capital into Fisher
with a private placement of preferred stock.  In 2000, the Company sold
$429,500 of newly issued Fisher Medical preferred stock.  The Company
continued to seek new capital via the preferred stock offering to
various potential investors in 2001.

In September 2001, the Company received a proposal from Alberdale LLC to
provide a $500,000 bridge loan to Fisher, which is convertible, under
certain conditions, to Fisher common stock.  In addition to the bridge
loan, Alberdale was proposing to offer a new series of preferred stock
for equity financing to continue the operations of Fisher.  As a condition
to this refinancing, Alberdale required that Jayark contribute 50% of its
Fisher Medical Corporation common stock to the new refinanced entity, as
well as provide an option for Alberdale to purchase the remaining 50%
common interest the Company would hold in Fisher at predetermined amounts
ranging from approximately $915,000 to $1,464,000 for periods not exceeding
15 months.

On October 1, 2001 the Company approved the merger of its wholly owned
subsidiary, Fisher Medical Corporation with Fisher Medical LLC, the owner
of the intellectual property utilized in Fisher's medical products line.
Pursuant to the merger agreement, the Company assigned 50% of its common
equity holdings in Fisher Medical Corporation to the sole member of Fisher
Medical LLC, Dr. Stephen Fisher.  Dr. Fisher serves as President of Fisher
Medical Corporation and as a Director of the Company.  As a result of this
transaction, the Company has effectively relinquished its control of
Fisher Medical Corporation; however given its continuing 50% common stock
ownership interest, the Company will account for its investment on the
equity method prospectively commencing October 1, 2001. The Company has
no future obligations to fund any deficits of the merged entity or any
commitments to provide future funding.

As of October 1, 2001, the Company had invested approximately $1,248,000
of cash in Fisher and incurred net losses as 100% owner of approximately
$1,509,000; therefore the Company's net investment and advance position
at the date of the divestiture was a negative balance of approximately
$261,000. In connection with the transaction, the Company received from
the merged entity a five-year $525,715 promissory note, which represents
a portion of the aforementioned advances the Company had made during its
100% ownership period.  The note is secured by all assets of the company
except the intellectual property.  There can be no assurances that the
merged entity will be successful in completing the development of its
products or in the raising of the additional working capital required.

						40

Additionally, since the merged entity has minimal liquidation value, the
note is deemed not to be collectible.  Accordingly, the Company has not
assigned any value to this note and has recognized its divestiture of
its net investment of $261,455 at October 1, 2001 as an increase in
additional paid in capital, which reduces the investment in Fisher to
zero.   The Company has not recognized its 50% share of losses of the
merged entity in the post transaction period of October 1 to January 31,
2002 as its investment is reflected as zero.

The net liabilities of Fisher at October 1, 2001 deconsolidated as a
result of the divestiture are as follows:

     Accounts Receivable - Trade              $31,350
     Inventories                               85,001
     Other Current Assets                      16,134
     Property, Plant & Equipment, Net         361,418
     Goodwill                                  90,432
     Patent, Net                               57,546
     Accounts Payable and Accrued Expenses   (295,817)
     Accrued Salaries                        (177,415)
     Other Current Liabilities                   (604)
     Preferred Stock                         (429,500)
                                             _________


                                            ($261,455)
                                             =========

In connection with the transaction, the Company was granted warrants to
purchase 47,190 shares of common stock of the merged entity at $10 per
share, which expire in three years.

As the Company has relinquished its control of Fisher, it has effectively
deconsolidated Fisher as of October 1, 2001 and reflected its recorded
excess losses as additional paid-in-capital.  As the Company experienced
no historical successes as 100% owner, and has no tangible evidence of
its historical investment recoverability, it has reflected its equity
investment position at zero.  In the event the merged entity is successful
in the future, the Company would record its 50% interest in the earnings,
if any, to the extent that they exceed equity losses not otherwise
recorded, and could experience subsequent gains resulting from the
repayment of the note receivable, if such amounts are collected, and
from the proceeds of the Alberdale buyout option, if exercised.
However, as described above, due to the uncertainties over the
ultimate recoverability of the note or the exercise of the option,
no value has been assigned to either.

The following unaudited pro forma financial information presents the
combined results of operations of the Company as if the divestiture of
Fisher had taken place as of May 1, 1999.  The unaudited pro forma
information has been prepared by the Company based upon assumptions
deemed appropriate and takes into consideration the elimination of
Fisher operating activities included in the consolidated statements of
operations for the periods presented herein.

                                  2003           2002          2001
                                ________________________________________

Net Revenues                     $9,915,954   $11,381,126   $12,857,841

Net Income (Loss)                 ($142,965)     $260,380      $304,061
                                ========================================


Net Income (Loss) per Common
 Share - Basic and Diluted:           ($.05)         $.09          $.11
                                ========================================

						41

The unaudited pro forma information presented herein are shown for
illustrative purposed only and are not necessarily indicative of the
future financial position or future results of operations of the
Company and does not necessarily reflect the results of operations that
would have occurred had the transaction been in effect for the periods
presented.  The unaudited pro forma information should be read in
conjunction with the historical consolidated financial statements and
related notes of the Company.

As of April 30, 2002, the $500,000 Alberdale LLC bridge loan to Fisher
provided by Hobart Associates II, LLC (Hobart) was in default and the
Company's $525,715 five-year promissory note to Fisher was also in
default.  Both notes provided for the acceleration of the notes and the
transfer of the secured assets to the note holders upon an event of
default. In order to avoid liquidation of Fisher, Hobart and the Company
proposed a restructuring program for Fisher.  On June 3, 2002 Stephen
Fisher Sr. (President of Fisher), Fisher, Hobart and the Company entered
into the Fisher Medical Restructuring Agreement (the Agreement).  Under
the terms of the Agreement, Hobart and the Company formed a new
corporation, Unisoft International Corporation ("UIC").  UIC will assume
the international rights for sale and marketing of Fisher's Unisoft
mattress and all associated products, designs, and all rights related

thereto, as well as certain employees and their obligations.  As part of
the agreement, UIC will commit to a supply contract with Fisher with a
guaranteed minimum order quantity.

In addition, UIC must assume the Fisher promissory notes payable to

Hobart and the Company.  The Company will also contribute its 500,000
shares of common stock of Fisher and Hobart will contribute $250,000 to
UIC, resulting in both the Company and Hobart owning approximately 36% of
UIC.  The Company's 36% interest is comprised of 100,000 shares of common
stock and 60,000 shares of Super Voting Series A Preferred Stock.  Each
share of Series A Preferred Stock provides for 5 shares of voting rights
for each share of common stock.  Hobart and UIC have an option to purchase
approximately 95% of Jayark's interest in UIC for approximately $800,000
for a one-year period.  Alberdale LLC's option to purchase 50% of
Jayark's common interest in Fisher was converted in 20,000 shares of
UIC common stock under the restructuring.

There can be no assurances that the new entity will be successful in
selling and marketing the Unisoft internationally or the raising of the
additional working capital required to sustain the business.  The Company
has no future obligations to fund any deficits of the new entity or any
commitments to provide funding.  Due to the uncertainties over the
ultimate recoverability of its investment in UIC, no value has been
assigned.

(14) Segment and Related Information

The Company operated in three reportable business segments as follows:

AVES Audiovisual Systems, Inc. ("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.

MED Services Corp. ("Med") historically has engaged various contractors
to design and develop specialty medical equipment for its distribution.
Its customer base in 2002 included companies that sell and rent durable
medical equipment to hospitals, nursing homes and individuals.  The
decision was made by management in January 2003, due to continued economic
decline through the third quarter of fiscal 2003, coupled with continued
curtailments in healthcare spending, and due to the lack of any firm
purchase commitments for finished beds, to cease any further development
of the NetSafe Enclosure Bed.  As the Company is not posturing to convert
the existing component parts portion of the inventory into saleable items
in the future, the Company wrote down 100 percent of the component parts
inventory value at January 31, 2003.  Med's marketing approach with respect
to the remaining inventory ($102,000) is to continue to pursue those parties
who have previously expressed an interest in the product.

						42

Effective October 1, 2001, the Company approved the merger of its formerly
wholly owned subsidiary, Fisher Medical Corporation ("Fisher") with Fisher
Medical LLC.  As a result, the Company has relinquished control of Fisher
and has deconsolidated Fisher effective October 1, 2001.

The following table reflects the results of the segments consistent with
the Company's internal financial reporting process.  The following results
are used in part, by management, both in evaluating the performance of, and
in allocating resources to, each of the segments.


                                                    Corporate
                                                        and
                         AVES      Fisher  Med      Unallocated  Consolidated
                         ___________________________________________________

Year Ended April 30, 2003
Net Revenues           $9,915,954    $--       $--           $--   $9,915,954
Inventory Write-Down           --     --  $100,000            --     $100,000
Depreciation and
 Amortization              59,460     --     5,985            --       65,446
Operating Income (Loss)   431,746     --  (114,474)     (366,697)     (49,425)
Interest (Expense) Income  63,517    --    (10,670)     (153,076)    (100,229)
Net Income (Loss)         318,646     --  (125,877)     (335,734)    (142,965)


Year Ended April 30, 2002
  Net Revenues        $11,372,588 $34,411    $8,538           $--  $11,415,537
Depreciation and
Amortization               60,753   56,114     5,985            --      122,852
Operating Income (Loss)   686,578 (367,724)  (12,968)     (303,199)       2,687
Interest (Expense)
 Income                    45,382  (21,985)   (6,828)     (131,717)    (115,148)
Net Income (Loss)         565,860 (389,709)  (20,563)     (254,917)     (99,329)

Year Ended April 30, 2001
Net Revenues           12,857,841   28,650        --            --   12,886,491
Depreciation and
 Amortization              92,407  100,875     5,648            --      198,930
Operating Income (Loss)   634,030 (862,053)  (10,761)     (134,096)    (372,880)
Interest (Expense)
 Income                    49,243  (62,723)    6,691      (133,345)    (140,134)
Net Income (Loss)         504,428 (924,775)   (4,070)      (76,297)    (500,714)

Total Identifiable Assets
 at April 30, 2003      2,460,810       --   113,063       195,272    2,769,145
Goodwill at
 April 30, 2003           204,662       --        --            --      204,662


Total Identifiable Assets
 at April 30, 2002      2,355,952      --    227,764       300,341    2,884,057
Goodwill at
 April 30, 2002           204,662      --         --            --      204,662


Intersegment transactions include a management fee between Corporate and
Fisher for the year ended April 30, 2002 and 2001 of $30,000 and $120,000,
respectively.

(15) Quarterly Financial Data (Unaudited)

The following table sets forth certain unaudited quarterly financial
information for the years ended April 30, 2003 and 2002:

						43

                                      2003 Quarter Ended
                     July 31     October 31     January 31      April 30
                     _______________________________________________________
Net Revenues        $2,888,525  $2,730,974     $2,310,476      $1,985,979
                     =======================================================
Cost of Revenues     2,462,559   2,306,982      2,051,193       1,588,224
                     =======================================================
                                  41
Net Income (Loss)       (7,126)     39,551       (128,087)        (47,303)
                     =======================================================
Basic and Diluted Net
 Income (Loss) per
 Common Share:           ($.00)       $.01          ($.05)          ($.02)
                     =======================================================


                                        2002 Quarter Ended
                      July 31     October 31     January 31     April 30
                      ______________________________________________________
Net Revenues         $3,716,702  $3,017,302      $2,233,040     $2,448,493
                      ======================================================
Cost of Revenues      3,101,171   2,564,396       1,812,437      1,951,751
                      ======================================================


Net Income (Loss)       (74,152)   (103,532)          7,895         70,460
                      ======================================================
Basic and Diluted Net
 Income (Loss) per
 Common Share:            ($.03)      ($.04)           $.00           $.03
                      ======================================================

(16) Going Private Transaction

In February 2003, the Company filed a Preliminary Proxy Statement
regarding a Special Meeting of Stockholders.  In June 2003, the Company
filed an Amended Preliminary Proxy Statement in response to SEC comment
letters.  At this special meeting, the shareholders will be asked to
consider and vote upon the adoption of an Agreement and Plan of Merger,
dated February 3, 2003, providing for the merger of J Merger Corp.
("Merger Corp"), a newly formed Delaware corporation, into Jayark.
Merger Corp is a wholly owned subsidiary of J Acquisition Corp, a
Nevada Corporation ("Parent"), which was formed for the purpose of the
merger and is owned by certain officers and directors of Jayark and their
affiliates.

In accordance with the merger, each outstanding share of common stock
will be converted into the right to receive $.40 in cash, except for shares
held by Parent and shares held by stockholders who have perfected their
dissenters' rights, which will be subject to appraisal in accordance with
Delaware law.  If the stockholders of Jayark adopt the merger agreement,
Jayark will no longer be a publicly traded company.

The merger will not be complete without the affirmative vote of holders of
a majority of the outstanding shares of common stock to adopt the merger
agreement.  The Parent has agreed to vote all shares of common stock owned
by it in favor of the adoption of the merger agreement.  The Parent
currently owns approximately 75% of the outstanding common stock.  The
Board of Directors of Jayark Corporation has unanimously approved the
merger agreement.

Any stockholder who does not vote in favor of adopting the merger agreement
and who properly demands appraisal under Delaware law will have the right to
have the fair value of his shares determined by a Delaware court.

						44

                               Certifications

I, David L. Koffman, certify that:

1. I have reviewed this annual report on Form 10K of Jayark Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

	a) designed such disclosure controls and procedures to ensure that
	material information relating to the registrant, including its
	consolidated subsidiaries, is made known to us by others within those
	entities, particularly during the period in which this annual report
	is being prepared;

	b) evaluated the effectiveness of the registrant's disclosure controls
	and procedures as of a date within 90 days prior to the filing date of
	this annual report (the "Evaluation Date"); and

	c) presented in this annual report our conclusions about the effectiveness
	of the disclosure controls and procedures based on our evaluation as of
	the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors:

a) all significant deficiencies in the design or operation of internal
	controls which could adversely affect the registrant's ability to record,
	process, summarize and report financial data and have identified for the
	registrant's auditors any material weaknesses in internal controls; and

	(b) any fraud, whether or not material, that involves management or other
	employees who have a significant role in the registrant's internal
	controls; and

6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

/s/ David L. Koffman               	 	   		July 28, 2003
___________________________
David L. Koffman, President
Chief Executive Officer


                                  45

I, Robert C. Nolt, certify that:

1. I have reviewed this annual report on Form 10K of Jayark Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	(a) designed such disclosure controls and procedures to ensure that
	material information relating to the registrant, including its
	consolidated subsidiaries, is made known to us by others within those
	entities, particularly during the period in which this annual report is
	being prepared;

	(b) evaluated the effectiveness of the registrant's disclosure controls
	and procedures as of a date within 90 days prior to the filing date of
	this annual report (the "Evaluation Date"); and

	(c) presented in this annual report our conclusions about the
	effectiveness of the disclosure controls and procedures based on our
	evaluation as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors:

	(a) all significant deficiencies in the design or operation of internal
	controls which could adversely affect the registrant's ability to record,
	process, summarize and report financial data and have identified for the
 	registrant's auditors any material weaknesses in internal controls; and

	(b) any fraud, whether or not material, that involves management or other
	employees who have a significant role in the registrant's internal
	controls; and

6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.


/s/ Robert C. Nolt  				  		July 28, 2003
________________________________
Robert C. Nolt
Chief Financial Officer
                                  46

Exhibit 99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Jayark Corporation (the
"Company") on Form 10-K for the fiscal year ended April 30, 2003 as
filed with the Securities and Exchange Commission on the date hereof
(the  "Report"), I, David L. Koffman, President and Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C.  section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
the Company.

/s/ David L. Koffman               	 	   		July 28, 2003
______________________________
David L. Koffman, President
Chief Executive Officer

Exhibit 99.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Jayark Corporation (the
"Company") on Form 10-K for the fiscal year ended April 30, 2003 as
filed with the Securities and Exchange Commission on the date hereof
(the  "Report"), I, Robert C. Nolt, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C.  section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to
the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.

/s/ Robert C. Nolt  				  		July 28, 2003
_______________________
Robert C. Nolt
Chief Financial Officer
                                  47

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.

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.

                                  48

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.

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.

                                  49

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.

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.

                                  50

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.

10(50) Amendment to Employment Agreement dated August 25, 2000,
between Fisher Medical Corporation and Stephen Fisher, Sr.

10(51) Amendment to Employment Agreement dated August 25, 2000,
between Fisher Medical Corporation and Stephen Fisher, II.

10(52)  Articles of Merger of Fisher Medical Corporation and Fisher
Medical LLC effective October 1, 2001

                                  51

10(53) Agreement and Plan of Merger of Fisher Medical LLC with and
into Fisher Medical Corporation effective October 1, 2001.


                                  52