PARAMARK ENTERPRISES INC
10QSB, 2000-11-13
BAKERY PRODUCTS
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                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                   FORM 10-QSB

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

     For the quarterly period ended   September 30, 2000.
                                      -------------------

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

     For the transition period from              to
                                    ------------    ------------

                         Commission file number 0-23026

                           Paramark Enterprises, Inc.
     ---------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

         Delaware                          22-3261564
-----------------------------------    ------------------------------
 (State or other jurisdiction          (I.R.S. Employer Identification
 of incorporation or organization)      No.)

                  One Harmon Plaza, Secaucus, New Jersey 070940
      --------------------------------------------------------------------
                    (Address of principal executive offices)

                                  201-422-0910
                 (Issuer's telephone number including area-code)

One Harmon Plaza,  Secaucus,  New Jersey 07094 (Former name,  former address and
 former fiscal year, if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
stock as of the latest practicable date:

     Common Stock, $.01 par value - 3,613,383 shares as of November 10, 2000.

Transitional Small Business disclosure Format (check one):
         Yes      No   X

<PAGE>


                            Paramark Enterprises Inc.


PART I   FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS

         INDEX TO FINANCIAL STATEMENTS                                     PAGE

         Independent Accountants Review Report                              3

         Balance Sheets at December 31, 1999 and                            4
         September 30, 2000.

         Statements of Operations for the three and nine                    5
         months ended Sept.30, 1999 and Sept.30, 2000.

         Statements of Cash Flows for the nine                              6
         months ended  Sept.30, 1999 and Sept.30, 2000.

         Notes to Financial Statements                                      7

         ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS                      9

PART II

Item 1   Legal Proceedings                                                 13

Item 2   Changes in Securities                                             13

Item 3   Defaults upon Senior Securities                                   13

Item 4   Submission of Matters to a Vote
           of Security Holders                                             13

Item 5   Other Information                                                 13

Item 6   Exhibits and Reports on Form 8-K                                  13

SIGNATURES                                                                 14

PART I - FINANCIAL INFORMATION

                      Independent Accountants Review Report




                                      -2-
<PAGE>

We have  reviewed the  accompanying  condensed  consolidated  balance  sheets of
Paramark  Enterprises,  Inc. as of September 30, 2000, and the related condensed
consolidated  statements  of  operations  for the  three and nine  months  ended
September 30, 2000, and the related  condensed  consolidated  cash flows for the
nine months ended  September 30, 2000.  These condensed  consolidated  financial
statements are the responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified  Public  Accountants.  A review of the interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.

The accompanying  condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the condensed consolidated  financial statements,  the Company has incurred
significant  losses from operations and has a working capital  deficiency.  Such
circumstances  indicate  that the  Company  may be unable to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note  1 to  the  condensed  consolidated  financial  statements.  The  condensed
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards, the balance sheet as of December 31, 1999, and the related statements
of operations, stockholders' equity, and cash flows for the year then ended (not
presented  herein);  and in our report dated  February 8, 2000,  we expressed an
unqualified  opinion  on  those  financial  statements.   In  our  opinion,  the
information set forth in the accompanying  condensed  consolidated balance sheet
as of September 30, 2000 is fairly stated, in all material respects, in relation
to the balance sheet from which it has been derived.

                                    /s/  Amper, Politziner & Mattia, P.A.

November 14, 2000
Edison, New Jersey


                                      -3-
<PAGE>
                                       PARAMARK ENTERPRISES, INC.
                                 CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     December 31,            Sept. 30,
                                                                         1999                  2000
                                                                     -----------           -----------
                                                                      (Audited)            (Unaudited)
                                                 ASSETS
<S>                                                                <C>                   <C>
Current Assets:
  Cash                                                               $   195,977           $    34,586
  Accounts receivable, less allowance for doubtful accounts              385,462               654,850
  Notes receivable - current maturities                                  375,000                     0
  Inventory                                                              279,326               305,131
  Prepaid expenses and other current assets, net                         110,818                60,952
                                                                     -----------           -----------
        Total current assets                                           1,346,583             1,055,519

Property and equipment                                                   867,964               913,048
                                                                     -----------           -----------

    Total Assets                                                     $ 2,214,547           $ 1,968,567
                                                                     ===========           ===========

                                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable and accrued expenses                            $   927,915           $ 1,436,836
    Current maturities of long-term debt                                  56,744               405,822
                                                                     -----------           -----------
    Total current liabilities                                            984,659             1,842,658

Long-term debt, net of current maturities                                226,681               262,555

                                          STOCKHOLDERS' EQUITY

Preferred Stock                                                                0                     0
Common Stock                                                              33,935                36,135
Additional paid-in capital                                             6,822,032             6,848,982
Accumulated deficit                                                   (5,813,653)           (6,982,656)
                                                                     -----------           -----------
                                                                       1,042,314               (97,539)
Less, treasury stock at cost                                             (39,107)              (39,107)
                                                                     -----------           -----------

    Total stockholders' equity                                         1,003,207              (136,646)
                                                                     -----------           -----------

    Total Liabilities and Stockholders' Equity                       $ 2,214,547           $ 1,968,567
                                                                     ===========           ===========

                       SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL
                                STATEMENTS AND ACCOUNTANTS REVIEW REPORT
</TABLE>




                                                  -4-
<PAGE>
<TABLE>
<CAPTION>
                                                PARAMARK ENTERPRISES, INC.
                                      CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                       (UNAUDITED)

                                                           For the Three Months                 For the Nine Months
                                                               Ended Sept. 30,                    Ended Sept.30,
                                                       -----------------------------------------------------------------

                                                           1999              2000              1999              2000
                                                       -----------       -----------       -----------       -----------

<S>                                                    <C>               <C>               <C>               <C>
Revenue:
    Wholesale sales                                    $ 1,283,815       $ 1,942,735       $ 3,002,089       $ 5,454,685
    Sales from Company-owned stores                              0                 0                 0                 0
    Royalties and licensing fees                                 0                 0                 0                 0
                                                       -----------       -----------       -----------       -----------

        Total revenue                                    1,283,815       $ 1,942,735         3,002,089       $ 5,454,685

Operating expenses:
    Cost of goods sold                                   1,008,378         1,721,384         2,409,730         4,650,957
    Bakery selling, general and administrative             290,833           503,369           696,578         1,310,502
    Corporate selling, general and administrative          189,079           211,724           571,883           606,129
                                                       -----------       -----------       -----------       -----------
        Total operating expenses                         1,488,290         2,436,477         3,678,191         6,567,588
                                                       -----------       -----------       -----------       -----------
Loss from operations                                      (204,475)         (493,742)         (676,102)       (1,112,903)
                                                       -----------       -----------       -----------       -----------
Other income (expense):
    Interest income (expense), net                          (3,439)          (79,312)           (9,383)         (108,218)
    Gain from sale of assets                                     0                 0            14,820                 0
    Other income                                             3,072            17,068            25,259            52,118
                                                       -----------       -----------       -----------       -----------
        Total other income (expense)                          (367)          (62,244)           30,696           (56,100)
                                                       -----------       -----------       -----------       -----------

Net income (loss)                                      $  (204,842)      ($  555,986)      ($  645,406)      ($1,169,003)
                                                       ===========       ===========       ===========       ===========


Net income (loss) per common share                     ($     0.06)      ($     0.16)      ($     0.19)      ($     0.34)
                                                       ===========       ===========       ===========       ===========



Weighted average number of
    common shares outstanding                            3,391,169         3,405,471         3,391,169         3,405,471
                                                       ===========       ===========       ===========       ===========

                          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                              AND ACCOUNTANTS REVIEW REPORT
</TABLE>



                                                           -5-
<PAGE>

<TABLE>
<CAPTION>
                                              PARAMARK ENTERPRISES, INC.
                                    CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                     (UNAUDITED)
<S>                                                                               <C>                   <C>
                                                                                           For the Nine Months
                                                                                             Ended Sept. 30,
                                                                                       1999                  2000
Cash flow from operating activities:
    Net income (loss)                                                             ($  645,406)          ($1,169,003)
Adjustments to reconcile net income (loss) to net cash from
    operating activities:
        Depreciation and amortization                                                  82,800               151,392
        Provision for inventory obsolescence                                                0                62,908
        Gain from forgiveness of debt                                                 (23,212)              (52,118)
        (Gain) loss from sale of equipment                                            (15,210)                    0
Noncash consulting fees and interest expense                                            8,522                29,149
        Changes in operating assets and liabilities:
        (Increase) decrease in accounts receivable                                   (200,618)             (269,388)
        (Increase) decrease in inventories                                            (44,223)              (25,805)
        (Increase) decrease in prepaid expenses and other current assets              (32,430)               49,866
Increase (decrease) in accounts payable and accrued expenses                          125,547               508,921


Net cash used in operating activities                                                (744,230)             (714,078)
                                                                                  -----------           -----------

Cash flows from investing activities:
    Proceeds from notes receivable                                                    375,000               375,000
    Purchases of equipment                                                           (108,347)             (207,264)
                                                                                  -----------           -----------

Net cash provided by investing activities                                             266,653               167,736
                                                                                  -----------           -----------

Cash flows from financing activities:
    Proceeds from financing                                                            75,987               434,185
    Purchases of treasury stock                                                       (39,107)                    0
    Payment of notes payable                                                                0               (49,233)
                                                                                  -----------           -----------

Net cash provided by financing activities                                              36,880               384,952
                                                                                  -----------           -----------

Net increase (decrease) in cash                                                      (440,697)             (161,390)

Cash at beginning of period                                                           790,873               195,976


Cash at end of period                                                             $   350,176           $    34,586
                                                                                  ===========           ===========


Supplemental disclosure of cash paid:
    Interest, net                                                                 $     5,944           $    79,071
    Income Taxes                                                                  $         0           $         0




                        SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                            AND ACCOUNTANTS REVIEW REPORT
</TABLE>









                                                         -6-
<PAGE>


                           Paramark Enterprises, Inc.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 1 - Basis of Presentation

         The  accompanying  financial  statements  have  been  prepared  by  the
Company,  in accordance with generally  accepted  accounting  principles,  which
contemplates  continuation  of the  Company  as a going  concern.  However,  the
Company has sustained  continued  losses of $1,169,003 for the nine months ended
September  30, 2000 and  $1,016,694  for the year ended  December 31, 1999.  The
Company had a negative  working  capital  deficit of $787,139 on  September  30,
2000.

         In October 2000, the Company executed an asset purchase  agreement with
Rich Products  Manufacturing  Corporation  ("Rich  Products")  through which the
Company  will sell to Rich  Products a majority  of the  assets  comprising  its
bakery operations in El Cajon, California.  The Rich Products agreement provides
for  a  purchase  price  aggregating  $2,182,750  inclusive  of  a  payment  for
inventory.  The aggregate  purchase  price will be paid as follows:  $182,750 on
October 16, 2000,  $1,000,000  upon the closing of the Rich Products  agreement,
and  $1,000,000  payable in  semiannual  installments  over a period of four (4)
years. Rich Products is also assuming  approximately $285,000 in equipment lease
related debt. In October 2000,  the Company also entered into an asset  purchase
and sale  agreement  with  Brooks  Street  Companies,  Inc.  ("Brooks  Street"),
pursuant to which the Company  sold the  remainder of its bakery  operations  to
Brooks Street.  The Brooks Street agreement provided for a purchase price in the
form of the  assumption by Brooks Street of  approximately  $70,000 in equipment
lease related debt,  the purchase of inventory by Brooks Street in the amount of
$12,500  and the  agreement  by Brooks  Street to make  royalty  payments to the
Company, over a period of four (4) years, equal to 5% of net sales of pull-apart
cakes  to  existing  customers  of  the  Company  plus 1 1/2%  of net  sales  of
pull-apart  cakes to new  customers of Brooks  Street.  In view of the Company's
negative working capital and history of continuing  operating losses,  continued
operations  of the Company is  dependent  upon the closing of the Rich  Products
transaction and the Brooks Street transaction.

         Except for the balance sheet at December 31, 1999,  all  statements are
unaudited.  In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.   Operating  results  for  the  interim  period  are  not  necessarily
indicative of financial results for the full year.

         Additionally,  certain  information and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principals  have been omitted.  It is suggested that these unaudited
financial  statements be read in connection  with the financial  statements  and
notes  thereto  included in the  Company's  Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1999.  There have been no significant  changes of
accounting policies since December 31, 1999.


                                      -7-
<PAGE>

Note 2 -Earnings Per Share

         Basic earnings per share ("EPS") is computed by dividing the net income
(loss) by the weighted average common shares outstanding for the period. Diluted
EPS reflects the  potential  dilution  that would occur if  securities  or other
contracts to issue common stock were  exercised or converted  into common stock.
For  purposes  of the 1999  and  2000  computations,  shares  issuable  upon the
exercise of all common stock purchase options and warrants outstanding have been
excluded from the computation of weighted average shares outstanding since their
effect is antidilutive.

Note 3 - Income Taxes

         No  provision  for income taxes has been made for the nine months ended
September  30, 2000 and for the year ended  December 31, 1999 as the Company has
net operating losses. These net operating losses have resulted in a deferred tax
asset at  September  30, 2000.  Due to the  uncertainty  regarding  the ultimate
amount of income tax benefits to be derived  from the  Company's  net  operating
losses, the Company has recorded a valuation  allowance for the entire amount of
the deferred tax asset at September 30, 2000.





















                                      -8-
<PAGE>

PART I ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

Forward Looking Statements

    When used in this  Quarterly  Report,  the  words or  phrases  "will  likely
result",  "are expected to",  "will  continue",  "is  anticipated",  "estimate",
"projected",  "intends  to" or similar  expressions  are  intended  to  identify
"forward  looking  statements"  within  the  meaning of the  Private  Securities
Litigation  Reform Act of 1995. Such statements are subject to certain risks and
uncertainties  including:  history of operating  losses and operating  cash flow
deficits;  potential  loss of  wholesale  sales  resulting  from the 1998 Triarc
Agreement;  possible need for additional financing;  dietary trends and consumer
preferences;  competition;  management  of  growth;  limited  manufacturing  and
warehouse  facilities;  dependence on major  customers;  dependence upon key and
other personnel; government regulations; insurance and potential liability; lack
of  liquidity;  volatility  of market  price of the  Company's  common stock and
warrants;  possible  adverse  effect of penny  stock rules on  liquidity  of the
Company's  securities;  dividend  policy and control by directors  and executive
officers.  Any of the  aforementioned  risks and  uncertainties  could cause the
Company's actual results to differ materially from historical earnings and those
presently  anticipated  or  projected.  As a  result,  potential  investors  are
cautioned not to place undue  reliance on any such  forward-looking  statements,
which speak only as of the date made.

Balance Sheet Information

    Total assets  decreased by $245,980 from  $2,214,547 on December 31, 1999 to
$1,968,567  on September  30, 2000.  Cash  decreased to $34,586 on September 30,
2000 from  $195,977 on December 31, 1999 due to continuing  operating  cash flow
deficits  and the  purchases  of  equipment.  Notes  receivable - net of current
maturities  as of September  30, 2000  decreased to $0 from $375,000 on December
31, 1999 due to payments received on outstanding notes receivable. Total current
liabilities  as of September 30, 2000  increased to $1,842,658  from $984,659 on
December 31, 1999 primarily due to increases in short term  borrowings and trade
accounts payable resulting from increases in sales and production levels.

The following  discussion and analysis  should be read in  conjunction  with the
financial statements and notes thereto appearing elsewhere in this report.

         RESULTS  OF  OPERATIONS  (for the three and nine  month  periods  ended
September 30, 2000 compared to the three and nine month periods ended  September
30, 1999).

         Wholesale  sales  increased by 51% to  $1,942,735  for the three months
ended  September 30, 2000 from  $1,283,815 for the three months ended  September
30, 1999, and increased by 82% to $5,454,685 for the nine months ended September
30, 2000 from  $3,002,089  for the nine months ended  September 30, 1999.  These
increases in sales for the three and nine months ended  September  30, 2000 were
primarily the result of an expansion of the Company's  product line to include a
full line of  decorated  cakes,  and an  increased  market  penetration  through
distribution of the Company's  products to new areas




                                      -9-
<PAGE>

including Texas,  Northern  California,  Hawaii,  and Pennsylvania.  The Company
sells a majority of its products  through broker and distributor  networks,  and
estimates that its products are sold in over 2,000 supermarkets.

         Cost of goods sold  increased to  $1,721,384,  or 89% of net  wholesale
sales, for the three months ended September 30, 2000, as compared to $1,008,378,
or 79% of net wholesale  sales,  for the three months ended  September 30, 1999,
and increased to $4,650,957,  or 85% of net wholesale sales, for the nine months
ended  September  30, 2000, as compared to  $2,409,730,  or 80% of net wholesale
sales,  for the nine months ended  September 30, 1999.  The increases in cost of
goods sold as a percentage of net wholesale  sales for the three and nine months
ended  September 30, 2000 were primarily the result of the  introduction  of new
products with startup  costs  including  training,  product waste and the use of
overtime labor.

         Bakery  selling,  general  and  administrative  expenses  increased  to
$503,369  for the three months ended  September  30, 2000 from  $290,833 for the
three months ended  September 30, 1999, and increased to $1,310,502 for the nine
months  ended  September  30,  2000  from  $696,578  for the nine  months  ended
September   30,  1999.   These   increases  in  bakery   selling,   general  and
administrative  expenses for the three and nine months ended  September 30, 2000
were primarily the result of increases in selling expenses  resulting from sales
increases,  and increases of fixed facility  expenses due to an expansion of the
Company's  bakery  facility in El Cajon,  California from  approximately  16,800
square feet to approximately 36,000 square feet.

         Corporate  selling,  general and  administrative  expenses increased to
$211,724  for the three months ended  September  30, 2000 from  $189,079 for the
three months ended  September  30, 1999,  and increased to $606,129 for the nine
months  ended  September  30,  2000  from  $571,883  for the nine  months  ended
September  30,  1999.  These  increases  in  corporate   selling,   general  and
administrative  expenses for the three and nine months ended  September 30, 2000
were primarily the result of increases in management payroll,  professional fees
and  other  general  and  administrative  costs  associated  with the  Company's
executive offices located in Secaucus, New Jersey.

         Net interest  expense for the three months ended September 30, 2000 was
$79,312 as compared to net interest expense for the three months ended September
30, 1999 of $3,439, and net interest expense for the nine months ended September
30, 2000 was  $108,218 as  compared to net  interest  income for the nine months
ended  September  30, 1999 of $9,383.  These  increases in net interest  expense
resulted primarily from reduced interest income earned on cash deposits,  and an
increase in equipment lease and working capital financing.

Liquidity and Capital Resources

         At September  30, 2000,  the Company had a working  capital  deficit of
$787,139.  During  the  nine  months  ended  September  30,  2000,  the  Company
experienced cash flow deficits from its operating  activities  primarily because
its  gross  profit  was  not  sufficient  to  cover  its  selling,  general  and
administrative  expenses.  This  deficit  has been  funded  in part by  payments
received from the Triarc note receivable more fully discussed below.


                                      -10-
<PAGE>

         On  October  9,  2000,  the  Company  entered  into an  asset  purchase
agreement (the "Rich Products Agreement") with Rich Products,  pursuant to which
the  Company  will sell its bakery  operations  located in El Cajon,  California
which  represents a majority of the Company's  operating  assets.  On October 9,
2000,  the Company  also  entered into a license  agreement  with Rich  Products
through  which the  Company  granted  Rich  Products  a license  to assume  full
operational control of the El Cajon bakery facility as of October 9, 2000.

         The Rich Products  Agreement  provides for a purchase price aggregating
$2,182,750  inclusive of a payment for inventory.  The aggregate  purchase price
will be paid as  follows:  $182,750  on October 16,  2000,  $1,000,000  upon the
closing of the Rich Products  Agreement,  and  $1,000,000  payable in semiannual
installments  over a period of four (4) years.  Rich  Products is also  assuming
approximately $285,000 in equipment lease related debt. In addition, pursuant to
the  terms of the  Rich  Products  Agreement,  Rich  Products  will  enter  into
consulting agreements with Charles Loccisano,  Alan Gottlich and Wayne Sorensen,
the Company's  Chairman and CEO,  President and CFO, and Bakery General Manager,
respectively.  These consulting  agreements  provide for compensation to Messrs.
Loccisano,  Gottlich and Sorensen  over a four year term in an annual  amount of
$50,000, $30,000 and $20,000, respectively.

         On October 9, 2000, the Company entered into an asset purchase and sale
agreement (the "Brooks Street  Agreement")  with Brooks Street  Companies,  Inc.
("Brooks  Street"),  pursuant to which the  Company  sold the  remainder  of its
bakery operations to Brooks Street.

         The Brooks Street  Agreement  provided for a purchase price in the form
of the assumption by Brooks Street of  approximately  $70,000 in equipment lease
related  debt,  the  purchase  of  inventory  by Brooks  Street in the amount of
$12,500  and the  agreement  by Brooks  Street to make  royalty  payments to the
Company, over a period of four (4) years, equal to 5% of net sales of pull-apart
cakes  to  existing  customers  of  the  Company  plus 1 1/2%  of net  sales  of
pull-apart  cakes  to new  customers  of  Brooks  Street.  The  closing  of both
transactions are subject to certain conditions  precedent including the approval
of the  Company's  shareholders,  although  both Rich Products and Brooks Street
have  been  given  immediate  conditional  control  over  the  assets  they  are
respectively acquiring from the Company.

         Following  the  closings  of these  transactions  outlined  above,  the
Company  currently intends to liquidate  pursuant to a plan of liquidation.  The
Company intends to use the net proceeds  received from the Rich Products and the
Brooks  Street  transactions  as follows:  $1,382,750  towards the  reduction of
outstanding indebtedness,  $125,000 towards the expenses of the transactions and
$175,000 towards working capital.  The Company  currently  intends to distribute
the remaining net proceeds to its  shareholders  over a period of four (4) years
pursuant to the plan of liquidation.  Following  completion of the Rich Products
and  Brooks  Street   transactions   and  prior  to  implementing  the  plan  of
liquidation,  the Company intends to explore  various  options  available to the
Company.  The Board of Directors  reserves  the right to  terminate  the plan of
liquidation  following  shareholder  approval  to the extent any of the  options
explored  by  the  Company  are   financially   beneficial   to  the   Company's
shareholders.

         The foregoing  summaries of the Rich Products  Agreement and the Brooks
Street  Agreement  are  only a  brief  description  of the  agreements  and  are
qualified in their entirety by the detailed  provisions of





                                      -11-
<PAGE>

the agreements  which were filed as exhibits to the Company's  Current Report on
Form 8-K filed on October 18, 2000, and are incorporated herein by reference.

         The  Company  used net cash in  operating  activities  in the amount of
$714,078  for the for the nine months  ended  September  30, 2000 as compared to
$744,230  for the for the nine months  ended  September  30,  1999.  The Company
received net cash from  investing  activities  in the amount of $167,736 for the
for the nine months ended  September  30, 2000,  as compared to $266,653 for the
for the nine months ended September 30, 1999. The Company received net cash from
financing activities in the amount of $384,952 for the for the nine months ended
September  30, 2000 as  compared  to $36,880  for the for the nine months  ended
September 30, 1999.

         In August 2000,  Charles  Loccisano,  the Company's  Chairman and Chief
Executive  Officer,  provided  the  Company  with a loan of  $150,000.  The loan
provided  for a term of one year and  provided  for interest in the amount of 5%
per annum.  The Company  granted Mr.  Loccisano  50,000  unregistered  shares of
common stock as additional  consideration for providing this loan. This loan was
repaid in full out of the proceeds of a loan with Gelt Financial  Corporation in
September 2000.

         In September 2000,  Gelt Financial  Corporation  ("Gelt")  provided the
Company  with a credit  line in the amount of  $250,000.  The  credit  line loan
provided  for a term of one year and provided for interest of 5% above the prime
rate.  In  addition,  the  Company  paid Gelt a  placement  fee in the amount of
$31,250  and  granted  Gelt  20,000  unregistered  shares  of  common  stock  as
additional  consideration  for providing  this loan.  The balance of this credit
line  loan  will be  repaid  in full out of the  proceeds  of the Rich  Products
Transaction.

         In September 2000, Charles Loccisano,  the Company's Chairman and Chief
Executive  Officer,  provided  the  Company  with a credit line in the amount of
$150,000.  The credit  line  provided  for a term of one year and  provided  for
interest  in the amount of 5% per  annum.  The  Company  granted  Mr.  Loccisano
150,000  unregistered  shares of common stock as  additional  consideration  for
providing this loan. The balance of this credit line was $75,000 as of September
30, 2000,  and will be repaid in full out of the  proceeds of the Rich  Products
Transaction.








                                      -12-
<PAGE>


PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

                  From time to time,  the Company is involved  as  plaintiff  or
                  defendant in various legal  proceedings  arising in the normal
                  course of its  business.  While the ultimate  outcome of these
                  various legal proceedings  cannot be predicted with certainty,
                  it is the opinion of management  that the  resolution of these
                  legal  actions  should  not  have  a  material  effect  on the
                  Company's  financial   position,   results  of  operations  or
                  liquidity.

Item 2.  Changes in Securities and Use of Proceeds
--------------------------------------------------------------

                  None

Item 3.  Defaults upon Senior Securities
-----------------------------------------------------------------------

                  None

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

                  None

Item 5.  Other Information
--------------------------------------------------------------------------------

                  Not Applicable

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

                  (a)      Exhibits.
                           ---------

                           The following exhibits are filed herewith.

                           Exhibit Number      Description

                           27                  Financial Data Schedule

                  (b)      Reports on Form 8-K.
                           --------------------

                           None.
















                                      -13-
<PAGE>




                                   SIGNATURES



Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereto duly authorized.




                               Paramark Enterprises, Inc.




Dated: November 14, 2000       By:  /s/ Charles N. Loccisano
                                  ---------------------------------------
                                        Charles N. Loccisano,
                                        Chairman and Chief Executive Officer




                               By:  /s/ Alan S. Gottlich
                                  -------------------------------------------
                                        Alan S. Gottlich,
                                        President and Chief Financial Officer
                                        (Principal Accounting Officer)



















                                      -14-


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