MIKES ORIGINAL INC, SB-2/A, 1999-03-03

MIKES ORIGINAL INC
SB-2/A, 1999-03-03
ICE CREAM & FROZEN DESSERTS

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As filed with the Securities and Exchange Commission on March 3, 1999
Registration No. 333-67227
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
Amendment No. 2 to
Form SB-2/A

Registration Statement Under The Securities Act of 1933

NEW YORKER MARKETING CORP.
--------------------------
(formerly: MIKE'S ORIGINAL, INC.)
---------------------------------
(Exact name of small business issuer as specified in its charter)

Delaware 2024 11-3214529
-------- ---- ----------
(State or Jurisdiction (Primary Standard Industrial (IRS Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)

Arthur G. Rosenberg, President
New Yorker Marketing Corp.
366 N. Broadway 366 N. Broadway
Jericho, NY 11753 Jericho, NY 11753
(516) 942-8068 (516) 942-8068
- -------------------------------- --------------------------------------
(Address and telephone number of (Name, address and telephone number of
principal executive offices and agent for service)
principal place of business)

Copies to:
David H. Lieberman, Esq. Michael Beckman, Esq.
Blau, Kramer, Wactlar & Lieberman, P.C. Beckman, Millman & Sanders, P.C.
100 Jericho Quadrangle, Suite 225 116 John Street
Jericho, New York 11753 New York, New York 10038
(516) 822-4820 (212) 227-6777
(516) 822-4824 Fax (212) 227-1486 Fax

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [X].

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement for the same offering.[ ]_____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]___________________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [X].

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities in any state where the offer or sale is not permitted.
<PAGE>

SUBJECT TO COMPLETION, DATED MARCH 3, 1999

Preliminary Prospectus

1,012,000 Shares

New Yorker Marketing Corp.

Common Stock

This is an offering of shares of common stock of New Yorker Marketing Corp.
(formerly Mike's Original, Inc. and hereinafter referred to as "New Yorker").
New Yorker is offering to sell 700,000 shares of its common stock and certain of
New Yorker's stockholders are offering to sell 312,000 shares of common stock.
The number of shares offered takes into account a .20-for- one reverse stock
split of New Yorker's outstanding common stock which has been approved by New
Yorker's stockholders and will take effect on the day following the effective
date of this offering. New Yorker will not receive any of the proceeds from the
selling stockholders' sale of shares.

New Yorker's common stock is quoted on the OTC Bulletin Board. On February
26, 1999, the last reported sale price of the common stock was $1 per share.
This is the pre-reverse split price. See "Price Range of Common Stock."

Investing in the common stock involves certain risks and immediate substantial
dilution in the common stock. See "Risk Factors" on page 4.

<TABLE>
<CAPTION>
Total Assuming Exercise of
Per Share Total Over-Allotment Option (1)
--------- ----- --------------------------
<S> <C> <C> <C>
Public Price . . . . . . . . . . . $ $ $
Underwriting Discounts (2) . . . . $ $ $
Proceeds to the Company. . . . . . $ $ $
Proceeds to Selling Stockholders . $ $ $

<FN>
(1) This is a firm commitment offering. The Underwriters have a 30-day option
to purchase an additional 105,000 shares of common stock solely to cover
any over-allotments.
(2) All of which is payable by New Yorker.

</FN>
</TABLE>

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

FAIRCHILD SECURITIES CORP. MILLENNIUM SECURITIES CORP.

Prospectus dated ___________, 1999
<PAGE>
TABLE OF CONTENTS

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
New Yorker Marketing Corp.. . . . . . . . . . . . . . . . . . . . . . . . . .1
The Offering. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Summary Financial Information . . . . . . . . . . . . . . . . . . . . . . . .3

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
New Yorker may continue to be unprofitable. . . . . . . . . . . . . . . . . .4
New Yorker will cease doing business without the proceeds of this offering. .4
New Yorker's assets could be seized if certain debt is not paid . . . . . . .4
New Yorker relies on one supplier for 30% of its business. . . . . . . . . .4
Approximately 34% of the proceeds of this offering are not specifically
allocated.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
The distribution of ice cream is very competitive . . . . . . . . . . . . . .4
The potential acquisition of New Yorker is more difficult as a result of
charter provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Potential changes in control of New Yorker are limited by certain charter
provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
New Yorker's charter and its option plans and warrants permit additional
shares to be issued without stockholder approval. . . . . . . . . . . . . . .5
New Yorker's stock could become "penny stock" which would make it more
difficult to trade. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

PRICE RANGE OF COMMON STOCK. . . . . . . . . . . . . . . . . . . . . . . . . .9

DIVIDEND POLICY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . .10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . .11
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . .13
Impact of the Year 2000 on Information Systems . . . . . . . . . . . . . . .13

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Agreement with Veryfine Products . . . . . . . . . . . . . . . . . . . . . .14
Proposed Acquisition of Distributors . . . . . . . . . . . . . . . . . . . .14
<PAGE>
Principal Supplier . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
Distribution and Marketing . . . . . . . . . . . . . . . . . . . . . . . . .15
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Government Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Trademarks and Patents . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Seasonality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . .18
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Option/SAR Grants in Last Fiscal Year . . . . . . . . . . . . . . . . . . .20
Consulting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Proposed Employment Agreements . . . . . . . . . . . . . . . . . . . . . . .20
Stock Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Personal Liability and Indemnification of Directors . . . . . . . . . . . .22

PRINCIPAL STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . .24

CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .25

SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .27

DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . .28
Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Private Placement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
Certain Provisions of New Yorker Certificate of Incorporation . . . . . . .30

SHARES ELIGIBLE FOR FUTURE SALE . . . . . . . . . . . . . . . . . . . . . . .31
Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34

WHERE TO FIND ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . .34

<PAGE>
PROSPECTUS SUMMARY

This summary highlights selected information from elsewhere in this
prospectus. It is not complete and may not contain all of the information that
is important to you. To understand this offering fully, you should read the
entire prospectus carefully, including the risk factors and financial
statements. Information presented throughout this prospectus gives effect to a
.20-for-one reverse stock split of New Yorker's common stock which has been
approved by stockholders and will take effect on the day following the effective
date of this offering. This prospectus also gives effect to the .153846-for-1
reverse stock split of the common stock effective in June 1996 and the
.667-for-1 reverse stock split of the common stock effective in February 1997.

New Yorker Marketing Corp.

Offices: 366 N. Broadway, Suite 410, Jericho, New York 11753 and its
telephone number is (516) 942-8068.

The Business: New Yorker and its predecessors initially marketed, sold and
distributed Mike's Original Cheesecake Ice Cream, an all
natural blend of ice cream with cheesecake ingredients. New
Yorker's ice cream was offered in a variety of flavors
mainly to supermarkets and grocery stores and, to a lesser
extent, to convenience stores and food service outlets.
Since March 1998, sales of New Yorker's ice cream have been
nominal. In June 1998, New Yorker curtailed the sale of its
ice cream and began distributing Veryfine Frozen Juice Bars
under an agreement with Veryfine.

Strategy: Initially, New Yorker manufactured, marketed and distributed
its own line of ice cream products. New Yorker wants to
change its operations to marketing and distributing a
variety of ice cream products and other frozen desserts,
including nationally known brands of super-premium ice cream
products and possibly its own ice cream products. New Yorker
plans to change its operations by buying distribution
companies in large metropolitan areas. New Yorker expects
these purchases to provide new brands and customers,
distribution expertise and an operations center that can
absorb any future acquisitions. As part of this plan, New
Yorker recently acquired the rights to purchase the assets
of New Yorker Ice Cream Corp. and Jerry's Ice Cream Co.,
Inc. New Yorker Ice Cream and Jerry's Ice Cream distribute
and market ice cream and frozen novelties including
Haagen-Dazs, Good Humor, and Edy's. These companies had
combined 1998 revenues of approximately $6,500,000 (See Pro
Forma Financial Statements). New Yorker intends to use part
of the offering proceeds to buy these assets.

<PAGE>
The Offering

Common Stock
Offered by New
Yorker.............700,000 shares
Common Stock
Offered by the
Selling Stock-
holders............312,000 shares
Price Per Share of
Common Stock.......$5.00
Shares Outstanding
Prior to Offering..1,030,582 shares
Shares to be Out-
standing after
the Offering........2,360,582 shares. This includes all transactions after
December 31, 1998 as if they occurred on that date. This
does not include 334,000 shares of common stock issuable
upon the exercise of outstanding stock options at an average
exercise price of approximately $8.26 per share and 280,000
shares issuable upon the exercise of warrants at an exercise
price of $25.00 per share. It also assumes the Underwriter
does not exercise its over-allotment option, which is
described in "Underwriting."

Over-allotment......Up to 105,000 shares; if the full over- allotment option is
exercised, the total public offering price will be $____,
the total underwriting discount will be $____, the total
proceeds to New Yorker will be $______ and the total price
to the selling stockholders will be $___________.

Use of Proceeds.....New Yorker intends to use its portion of the proceeds to
repay indebtedness, to acquire New Yorker and Jerry's, and
for working capital and general corporate purposes.

OTC Bulletin Board
Symbols............MIKS, MIKSW

Risk Factors........For a discussion of the risks you should consider before
investing in the common stock, see "Risk Factors."

<PAGE>
Summary Financial Information

The following financial information has been derived from New Yorker
consolidated financial statements included elsewhere in this prospectus. This
data should be read in conjunction with those consolidated financial statements
and the related notes. This prospectus gives retroactive effect to a .20-for-
one reverse stock split approved by New Yorker's stockholders and which takes
effect on the day following the effective date of this offering. It is qualified
in its entirety by New Yorker's financial statements, related notes and other
financial information included elsewhere in this prospectus. The summary
financial information: (a) does not include 614,000 shares of Common Stock
reserved for issuance upon the exercise of outstanding stock options and
warrants at a weighted average exercise price of $15.89 per share; (b) reflects
the repayment of the private placement notes with a portion of the offering
proceeds; and (c) reflects the sale of 700,000 shares of common stock by New
Yorker at an assumed offering price of $5.00 per share, after deducting the
underwriting discount, estimated offering expenses and the application of the
net proceeds as described in "Use of Proceeds," including the acquisition of two
ice cream distributors and 630,000 shares of common stock issued in connection
with these acquisitions. See "Financial Statements".

<TABLE>
<CAPTION>
Statement of Operations Data:

Fiscal Year Ended December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net sales $103,410 $384,348 $2,392,258
Net loss (1,113,155) (4,502,645) (4,050,547)
Loss per Common Share $(1.55) $ (8.46) $ (12.72)
Weighted Average Common
Shares Outstanding 725,427 532,403 318,421
</TABLE>
<TABLE>
<CAPTION>
Balance Sheet Data:

As of December 31, 1998
Pro Forma
Actual As Adjusted
------ -----------
<S> <C> <C>
Total assets $ 311,893 $4,135,293
Current liabilities 2,084,507 1,351,657
Long-term liabilities net of current
portion - 371,250
Stockholders' equity (deficit) (1,772,614) 2,412,386
</TABLE>

<PAGE>
RISK FACTORS

Investing in New Yorker shares is very risky. You should be able to bear a
complete loss of your investment . Before making an investment, you should
carefully read this prospectus and consider, along with other matters discussed
in this prospectus, the following risk factors:

New Yorker may continue to be unprofitable. New Yorker has had limited
revenue since its incorporation in May ,1994. For the years ended December 31,
1998, 1997 and 1996, New Yorker had net losses of $1,113,155, $4,502,645 and
$4,050,547, respectively. New Yorker recognized $103,410, $384,348 and
$2,392,258 in revenue for the years ended December 31, 1998, 1997 and 1996,
respectively. As of December 31, 1998, New Yorker had total assets of $311,893,
a working capital deficit of $1,974,550 and stockholders' deficit of $1,772,614.
New Yorker continues to experience losses and depends upon the acquisitions of
New Yorker Ice Cream and Jerry's Ice Cream to continue its business. Even after
these acquisitions, there is no guarantee that New Yorker will become
profitable.

New Yorker will cease doing business without the proceeds of this offering.
As indicated in New Yorker's 1998 Annual Report on Form 10-KSB, its financial
statements assume that it will continue as a going concern. However, New Yorker
has had losses since it started operations and requires the proceeds of this
offering to continue in operations. These matters raise substantial doubt about
New Yorker's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

New Yorker's assets could be seized if certain debt is not paid. New Yorker
presently owes a former manufacturer approximately $350,000 but has negotiated a
settlement of $190,000. Pursuant to agreements, as amended, the debt to this
manufacturer is secured by all of New Yorker's assets. If New Yorker doesn't pay
the debt by April 10, 1999, this manufacturer could foreclose on all of New
Yorker's assets which would materially adversely affect New Yorker's business
plans and financial condition.

New Yorker relies on one supplier for 30% of its business. For the years
ended December 31, 1998 and 1997, approximately 30% of the combined revenues of
New Yorker Ice Cream and Jerry's Ice Cream were from the sale of Haagen-Dazs
products. While these companies enjoy long term relationships with Haagen-Dazs,
the loss of Haagen-Dazs as a supplier could have a material adverse effect upon
the business of New Yorker and Jerry's.

Approximately 34% of the proceeds of this offering are not specifically
allocated. New Yorker expects to use approximately $1,070,000 of the net
proceeds from this offering to purchase all of the assets of New Yorker Ice
Cream and Jerry's Ice Cream and $491,600 to repay certain indebtedness. New
Yorker expects to use the balance of the proceeds for general corporate
purposes, including working capital and capital expenditures in the operations
of New Yorker Ice Cream and Jerry's Ice Cream. Consequently, New Yorker's
management will have broad discretion to allocate the proceeds of the offering,
and the amounts actually expended for working capital or capital expenditures
may vary significantly depending on a number of factors, including the amount of
cash generated or used by New Yorker's operations.

The distribution of ice cream is very competitive. New Yorker's business is
highly competitive. There are also several other distributors of ice cream and
related products which compete with New Yorker Ice Cream and Jerry's Ice Cream
in the New York Metropolitan area. Many companies who are or will be New
Yorker's competitors are well established and have much more money and other
resources than New Yorker.

The potential acquisition of New Yorker is more difficult as a result of
charter provisions. Certain provisions of Delaware law and New Yorker's
certificate of incorporation and by-laws could make more difficult a merger,
tender offer or proxy contest involving New Yorker, even if those events could
benefit New Yorker stockholders. These provisions could limit the price that
certain investors might be willing to pay in the future for shares of New Yorker
common stock or preferred stock.
<PAGE>
Potential changes in control of New Yorker are limited by certain charter
provisions. New Yorker's certificate of incorporation permits the Board of
Directors to issue up to 500,000 shares of preferred stock. The Board of
Directors can issue the preferred stock without stockholder approval and may
determine the terms of the preferred stock. The issuance of preferred stock
could have the effect of delaying or preventing someone from taking control of
New Yorker, even though the ability to issue other classes of preferred stock
may provide flexibility in possible acquisitions.

New Yorker's charter and its option plans and warrants permit additional
shares to be issued without stockholder approval. After this offering, New
Yorker will have approximately 16,875,418 shares of common stock authorized but
unissued and not reserved for specific purposes, an additional 334,000 shares
and 280,000 shares of common stock unissued but reserved for issuance under New
Yorker option plans and warrants, respectively. All of such shares may be issued
without any action or approval by New Yorker stockholders. New Yorker has no
present plans, agreements, commitments or undertakings to issue additional
common stock or securities convertible into common stock. Any issuance of these
additional shares of common stock would further dilute the percentage ownership
of New Yorker held by the investors in this offering.

New Yorker's stock could become "penny stock" which would make it more
difficult to trade. The SEC has adopted rules that regulate broker-dealer
practices in transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the Nasdaq system, provided
that current price and volume information regarding transactions in such
securities is provided by the exchange or system). The penny stock rules require
a broker-dealer to deliver to the customer a standardized risk disclosure
document prepared by the SEC that provides information about penny stocks and
the nature and level of risks in the penny stock market. The broker-dealer also
must provide the customer with other information. The penny stock rules require
that prior to a transaction in a penny stock, the broker-dealer must determine
in writing that the penny stock is a suitable investment for the purchaser and
receive the purchaser's written agreement to the transaction. These disclosure
requirements may reduce the level of trading activity in the secondary market
for a stock that becomes subject to the penny stock rules. New Yorker common
stock is currently trading at less than $5.00 per share. If it becomes subject
to the penny stock rules, investors in this offering may find it more difficult
to sell their common stock.

<PAGE>

USE OF PROCEEDS

The net proceeds to New Yorker from the sale of the common stock offered by
the prospectus (after deducting underwriting discounts and estimated offering
expenses) are estimated to be $2,800,000 ($3,256,750 if the Underwriter's
over-allotment is exercised in full). New Yorker will not receive any of the
proceeds of the sale of common stock by the selling stockholders. New Yorker
intends to use its proceeds substantially as follows:
<TABLE>
<CAPTION>
Approximate Approximate
Application of Proceeds Amount Percentage
----------------------- ----------- -----------
<S> <C> <C>
Repayment of Indebtedness . . . . . . . . . . . . . $ 779,288 27.8%
Acquisition of the assets of New Yorker
Ice Cream. . . . . . . . . . . . . . . . . . . . . 715,000 25.5
Acquisition of the assets of Jerry's Ice Cream . . . 255,000 9.1
Acquisition of inventory from New Yorker
Ice Cream and Jerry's Ice Cream. . . . . . . . . . 100,000 3.6
Working capital . . . . . . . . . . . . . . . . . . 950,712 34.0
----------- ------
$ 2,800,000 100 %
=========== ======
</TABLE>
New Yorker intends to use approximately $390,000 of the proceeds of this
offering to repay its 12% private placement notes on the closing of this
offering, $76,600 to repay non-interest bearing loans due March, 1999 by Michael
Rosen and Elizabeth Pilossoph pursuant to a settlement agreement, $25,000 to
repay 6% demand loans by Annette Cantor, $190,000 to settle its outstanding
indebtedness to Penn Traffic, $97,688 to satisfy an outstanding judgment of J.
W. Messner, $715,000 to purchase all of the assets of New Yorker Ice Cream and
$255,000 to purchase all of the assets of Jerry's Ice Cream. New Yorker expects
to use the balance of the proceeds of the offering for general corporate
purposes, including working capital and capital expenditures. New Yorker
presently anticipates this balance to fund current operations through a
substantial portion of calendar 1999, including inventory purchases, acquisition
of freezers and trucks and purchasing related computer hardware and software to
expand the operations. See "Business --Acquisition of Distributors."

Pending use of the proceeds from this offering as set forth above, New
Yorker may invest all or a portion of such proceeds in short-term,
interest-bearing securities, U.S. Government securities, money market
investments and short-term, interest-bearing deposits in major banks.

<PAGE>
DILUTION

As of December 31, 1998, the net negative tangible book value, of New
Yorker was ($1,773,729) or ($1.72 ) per share of common stock. Net negative
tangible book value per share represents the amount by which the liabilities
exceed the amount of total tangible assets divided by 1,030,582, the number of
shares of common stock outstanding on December 31, 1998 . See "Capitalization".
Thus, as of December 31, 1998, net tangible book value per share of common stock
owned by New Yorker current stockholders would have increased by $2,800,00 or
$2.10 per share after giving effect to this offering without any additional
investment on their part and the purchasers of the common stock offered hereby
would have incurred an immediate dilution of $4.27 per share from the offering
price. The following table illustrates this per share dilution:
<TABLE>
<CAPTION>
<S> <C> <C>
Public Offering price per share of
Common Stock Offered hereby . . . . . . . . . . . . . . . $5.00
Net tangible book value per share before offering. . . . . . (1.72)
Increase per share attributable to new investors (1) . . . . 2.10
Increase per share attributable to acquisition (2) . . . . . .35
Adjusted net tangible book value per share
after this offering. . . . . . . . . . . . . . . . . . . . $ .73
------
Dilution per share to new investors. . . . . . . . . . . . . $ 4.27
======
</TABLE>
The following table summarizes the relative investments of investors
pursuant to this offering and the current stockholders of New Yorker:
<TABLE>
<CAPTION>
Common Shares Average
Acquired Total Consideration Price
Number Percent Amount Percent Per Share
------ ------- ------ ------- ---------
<S> <C> <C> <C> <C> <C>
Current Stockholders 1,030,582 43.7% $12,209,029 64.7% $11.85
Purchasers of Common Shares
in the Offering 700,000(1) 29.7% $3,500,000 18.6% $5.00
Shares issued in connection with
acquisitions 630,000(2) 26.6% $3,150,000 16.7% $ 5.00
--------- ----- ----------- ----- ------
Total 2,360,582 100.0% $18,859,029 100.0%
--------- ----- ----------- -----
<FN>
- --------
(1) Assumes no exercise of the Underwriters' over-allotment option. See
"Underwriting".
(2) Gives effect to the issuance simultaneously with the closing of this
offering of 130,000 shares as partial payment for the acquisition of New
Yorker, 34,000 shares as partial payment for the acquisition of Jerry's,
300,000 shares to an unrelated third party as a finder's fee in connection
with the acquisition of New Yorker and Jerry's and 166,000 shares for
services rendered.
</FN>
</TABLE>
If the over-allotment option is exercised in full, the new common stock
investors will have paid $4,025,000 and will hold 805,000 shares of common
stock, representing 20.8% of the total consideration and 32.6% of the total
number of outstanding shares of common stock. See "Description of Securities"
and "Underwriting".

<PAGE>
CAPITALIZATION

The following table sets forth the cash and capitalization of New Yorker as
of December 31, 1998 and pro forma capitalization as adjusted which gives effect
to the consummation of this offering as if it occurred on December 31, 1998
after giving retroactive effect to the .20 to 1 proposed stock split. This table
should be read in conjunction with the financial statements and related notes
included elsewhere in this prospectus. The table reflects the sale of 700,000
shares of common stock by New Yorker at an assumed offering price of $5.00 per
share and the application of the net proceeds as described in "Use of Proceeds",
including the acquisition of New Yorker Ice Cream and Jerry's Ice Cream and the
issuance of 630,000 shares of common stock in connection with these
acquisitions.
<TABLE>
<CAPTION>
December 31, 1998
-------------------------------
Pro Forma
Actual As Adjusted
------ -----------
<S> <C> <C>
Cash and cash equivalents $19,166 $1,257,566
-------------------------------

Accounts payable and accrued expenses 670,205 320,205
Notes payable to related parties 346,586 149,986
Other accrued liabilities 157,473 157,473
Current portion long-term debt 910,243 723,993
-------------------------------
Total short-term liabilities 2,084,507 1,351,657
-------------------------------
Long-term notes payable 371,250
-------------------------------
Stockholders' equity (deficit):
Preferred Stock $.01 par value; 500,000 shares
authorized, no shares issued or outstanding
(actual, pro forma and pro forma as adjusted)
Common Stock, $.001 par value; 20,000,000 shares
authorized, 1,030,582 shares (actual) and
2,360,582 (pro forma as adjusted) 1,031 2,361
Additional paid-in capital 11,510,758 17,459,428
Deferred financing costs (1,029,600) --
Accumulated deficit (12,254,803) (15,049,403)
-------------------------------
Total stockholders' equity (deficit) (1,772,614) 2,412,386
-------------------------------
Total capitalization ($1,772,614) 2,783,636
-------------------------------

</TABLE>

<PAGE>
PRICE RANGE OF COMMON STOCK

New Yorker's common stock has traded on the OTC Bulletin Board under the
symbol "MIKS" since July 31, 1997. The following table sets forth the high and
low closing prices for the common stock for the periods indicated. The prices do
not give effect to a .20-to-one reverse stock split which shall commence trading
at the adjusted price occur on the effective date of this offering.
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
1999
First Quarter (through
February 26, 1999) . . . . . . . . . $1 1/8 $3/8

1998
Fourth Quarter. . . . . . . . . . . . 1 3/8
Third Quarter . . . . . . . . . . . . 1 5/32 5/8
Second Quarter. . . . . . . . . . . . 2 5/8 3/4
First Quarter . . . . . . . . . . . . 4 1/2 2 1/4

1997
Fourth Quarter. . . . . . . . . . . . 5 11/16 2 9/16
Third Quarter . . . . . . . . . . . . 12 5 1/8
</TABLE>

As of February 26, 1999, there were approximately 195 holders of record of
the common stock. On February 26, 1999, the closing sales price of New Yorker
common stock was $1.00 per share.

DIVIDEND POLICY

New Yorker has never declared or paid any cash dividends. New Yorker
currently does not intend to pay cash dividends in the foreseeable future on the
shares of common stock. Management intends to reinvest any earnings in the
development and expansion of New Yorker business. Any cash dividends in the
future to common stockholders will be payable when, as and if declared by the
Board of Directors of New Yorker, based upon the Board's assessment of :

. the financial condition of New Yorker;
. earnings;
. need for funds;
. capital requirements;
. prior claims of preferred stock to the extent issued and
. outstanding; and other factors, including any applicable laws.

Therefore, there can be no assurance that any dividends on the common stock
will ever be paid.
<PAGE>
SELECTED FINANCIAL DATA

The following selected financial information concerning New Yorker, other
than the pro forma as adjusted balance sheet and statement of operations data,
has been derived from the financial statements included elsewhere in this
prospectus and should be read in conjunction with such financial statements and
the notes thereto. This prospectus gives retroactive effect to a .20 for one
reverse stock split approved by New Yorker's stockholders and which takes effect
on the day following the effective date of this offering. It is qualified in its
entirety by New Yorker's financial statements, related notes and other financial
information included elsewhere in this prospectus. The selected financial data:
(a) does not include 614,000 shares of Common Stock reserved for issuance upon
the exercise of outstanding stock options and warrants at a weighted average
exercise price of $15.89 per share; (b) reflects the repayment of the private
placement notes with a portion of the offering proceeds; and (c) reflects the
sale of 700,000 shares of common stock by New Yorker at an assumed offering
price of $5.00 per share, after deducting the underwriting discount, estimated
offering expenses and the application of the net proceeds as described in "Use
of Proceeds," including the acquisition of two ice cream distributors and
630,000 shares of common stock issued in connection with these acquisitions. See
"Financial Statements".

<TABLE>
<CAPTION>
Statement of Operations Data:

Fiscal Year Ended December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net sales $103,410 $384,348 $2,392,258
Net loss (1,113,155) (4,502,645) (4,050,547)
Loss per Common Share $(1.55) $ (1.69) $ (2.54)
Weighted Average Common
Shares Outstanding 725,427 2,662,013 1,592,106
</TABLE>
<TABLE>
<CAPTION>
Balance Sheet Data:

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the historical
financial statements of New Yorker included elsewhere in this prospectus.

Forward Looking Statements.

Some of the statements in this Prospectus discuss future expectations,
contain projections of results of operations or financial condition or contain
other forward-looking statements. Words such as "anticipate," "believe,"
"estimate," "expect," "intend" and similar expressions identify forward-looking
statements. Forward-looking statements are based on the beliefs of New Yorker's
management, as well as assumptions made by and information currently available
to New Yorker's management. Such statements reflect the current views of New
Yorker with respect to future events and are subject to risks, uncertainties and
assumptions relating to the operations, results of operations, growth strategy
and liquidity of New Yorker. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors,
including but not limited to: competitive factors and pricing pressures;
relationships with its manufacturers; distributors and vendors; legal and
regulatory requirements; general economic conditions; and other risk factors
which may be described in New Yorker's future filings with the Commission. New
Yorker does not promise to update forward-looking information to reflect actual
results or changes in assumptions or other factors that could affect those
statements.

All written and oral forward-looking statements by New Yorker or persons
acting on its behalf are expressly qualified by this paragraph.

Results of Operations

Years Ended December 31, 1998 and December 31, 1997

New Yorker's sales for the years ended December 31, 1998 and 1997 were
$103,410 and $384,348 respectively, a decrease of 73%. This decrease resulted
from the limited operations of New Yorker and limited capital. In May 1998 New
Yorker introduced Veryfine frozen juice bars and sales did not meet expectation.
The limited available capital created difficulty in getting the product
introduced into the marketplace.

New Yorker experienced a gross loss in the years ended December 31, 1998
and 1997. For the year ended December 31, 1998 the loss increased to $333,047
from the 1997 level of $66,850 primarily due to raw ingredients and excess
packaging that had to be discarded. The decrease in gross profit dollars is
primarily attributable to the decline in net sales and gross profit percentage.
Gross profit as a percentage of net sales declined partly as a result of higher
raw material costs and the very limited volume.

General and administrative expenses (G&A) for the years ended December 31,
1998 and December 31, 1997 were approximately $760,000 and $2,177,000
respectively. The major components of these expenses for the year ended December
31, 1998 were payroll and related taxes of $139,000, professional fees of
$183,000, director's expense of $144,000 (of which $128,000 was paid in Common
Stock) and legal fees of $84,000. The major components of these expenses for the
year ended December 31, 1997 were payroll and related taxes of $399,000, legal
and accounting fees of $597,000 and consulting fees of $948,000 (of which
$855,000 was paid in Common Stock). The shares issued during the year ended
December 31, 1997, though restricted securities, were valued by New Yorker at
$1,311,000, based upon 25% discounts from the; Initial Public Offering price on
transactions occurring prior to the IPO and the closing bid price on the date
authorized for transactions occurring after the IPO.

<PAGE>

Selling and shipping expenses for the years ended December 31, 1998 and
December 31, 1997 were approximately $32,000 and $724,000 and respectively. The
sharp decline for the 1998 period was primarily due to New Yorker's limited
operations and low volume.

Interest expense, net of interest income for the years ended December 31,
1998 and December 31, 1997 were $167,000 and $1,506,000 respectively. The
primary expense in 1998 was associated with the issuance of private placement
notes. The notes were part of a sale of units with each unit consisting of a
$50,000 12% note and 200,000 shares of Common Stock. In the year ended December
31, 1997, $169,000 of the net interest cost was attributable to the conversion
of open accounts payable into interest-bearing accounts, and additional
borrowings from related parties and other creditors. These additions to
interest-bearing obligations began in mid 1996 and continued in 1997 until
completion of New Yorker's Initial Public Offering. The remainder of interest
charges for the years December 31, 1997 resulted from non-cash imputed interest
charges of $1,327,000 primarily in connection with the issuance of Common Stock
to New Yorker's manufacturer, and the issuance of convertible debt and/or
warrants to lenders, including vendors. The imputed interest charges
attributable to the shares issued and issuable to these various creditors in
1997 were charged to operations in the period the shares or convertible
securities were initially issued. The shares, though restricted securities, were
valued by New Yorker based upon a 25% discount from the Initial Public Offering
price.

Net loss for the years December 31, 1998 and 1997 amounted to $1,113,000
and $4,503,000 respectively. The primary reason for the net loss in 1998 was the
low volume created by the limited operations. The primary reason for the net
loss in 1997 was due to the lack of volume from the absence of distributors, the
lack of cash flow through the date of the initial public offering and the high
interest cost associated with the high debt levels prior to the offering.

Seasonality

New Yorker typically experiences more demand for its products during the
summer than during the winter.

The ice cream industry generally experiences its highest volume during the
spring and summer months and the lowest volume in the winter months. In this
regard, according to statistics published by the International Ice Cream
Association, 35.5% of sales of novelty ice cream products and 29.5% of sales of
packaged ice cream products were made during the third quarter (July -
September) of calendar 1996 while only 18.0% of sales of novelty ice cream
products and 22.4% of sales of packaged ice cream were made during the first
quarter (January - March) of calendar 1996.

<PAGE>

Liquidity and Capital Resources

New Yorker's cash requirements have been significantly exceeding its
resources due to the limited operations of New Yorker. At December 31, 1998 New
Yorker had a working capital deficit of $1,974,550. It is anticipated that the
collection of receivables and the net proceeds of $355,000 from New Yorker's
recent private placement should sustain New Yorker until an additional offering
of securities can be accomplished. While New Yorker has filed a registration
statement with the Securities and Exchange Commission covering a secondary
offering of securities, there are no assurances that such additional offering of
securities can be accomplished. If the offering of additional securities is
successful, New Yorker plans to close the two acquisitions currently under
contract with New Yorker and may seek additional acquisitions to continue the
shift of New Yorker's business to more of a distributorship rather than a
manufacturer. These acquisitions and additional financing are anticipated to
generate sufficient cash flow to meet New Yorker needs for the balance of the
year. The failure of New Yorker to complete this secondary offering would
require New Yorker to seek other financing in order to continue as a going
concern and New Yorker has no alternative plans for financing. See "Description
of Securities - Private Placement," "Use of Proceeds" and "Business Acquisitions
of Distributors."

Impact of the Year 2000 on Information Systems

The Year 2000 issue arises as the result of computer programs having been
written, and systems having been designed, using two digits rather than four to
define the applicable year. Consequently, such software has the potential to
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.

New Yorker is not expected to be affected by Year 2000 as it does not rely
on date-sensitive software or affected hardware. New Yorker's current accounting
and other systems were purchased "off-the-shelf". New Yorker intends to timely
update its accounting and other systems which are determined to be affected by
Year 2000 by purchasing Year 2000 compliant software and hardware available from
retail vendors at reasonable cost.

New Yorker has not yet contacted other companies on whose services New
Yorker depends to determine whether such companies' systems are Year 2000
compliant. If the systems of New Yorker or other companies on whose services New
Yorker depends, including New Yorker's customers, are not Year 2000 compliant,
there could be a material adverse effect on New Yorker's financial condition or
results of operations.

BUSINESS

General

According to the International Ice Cream Association, ice cream was part of
a $10.5 billion nationwide frozen dessert industry in 1995 and has wide appeal,
with over 93% of households in the United States consuming these products. From
its inception, New Yorker marketed, sold and distributed Mike's Original
Cheesecake Ice Cream, an all natural blend of ice cream with cheesecake
ingredients. This product line was offered in a variety of flavors mainly to
supermarkets and grocery stores and also, to a lesser extent, to convenience
stores and food service outlets. Since March 1998, sales of Mike's Original
Cheesecake Ice Cream have been nominal. In June 1998, New Yorker curtailed the
sale of its ice cream and began distributing Veryfine Frozen Juice Bars under an
agreement with Veryfine.

<PAGE>

Initially, New Yorker manufactured, marketed and distributed its own line
of ice cream products. New Yorker wants to change its operations to marketing
and distributing a variety of ice cream products and other frozen desserts,
including nationally known brands of super-premium ice cream products and
possibly its own ice cream products. New Yorker plans to change its operations
by buying distribution companies in large metropolitan areas. New Yorker expects
these purchases to provide new brands and customers, distribution expertise and
an operations center that can absorb any future acquisitions. As part of this
plan, New Yorker recently acquired the rights to purchase the assets of New
Yorker Ice Cream Corp. and Jerry's Ice Cream Co., Inc. New Yorker Ice Cream and
Jerry's Ice Cream distribute and market of ice cream and frozen novelties
including Haagen-Dazs, Good Humor, and Edy's. These companies had combined 1998
revenues of approximately $6,500,000 (See Pro Forma Financial Statements). New
Yorker intends to use part of the offering proceeds to buy these assets.

New Yorker was incorporated in New York in March 1993, reincorporated in
Delaware in May 1994 and changed its name from Mike's Original, Inc. to New
Yorker Marketing Corp. in March 1999. It maintains its principal offices at
366 N. Broadway, Jericho, New York 11753 and its telephone number is (516)
942-8068.

Agreement with Veryfine Products

New Yorker entered into a license agreement with Veryfine Products, Inc.
effective April 1, 1998 for the sale of Veryfine Frozen Juice Bars. The
agreement grants New Yorker's wholly-owned subsidiary, New Yorker Frozen
Desserts, Inc., an exclusive license to manufacture and sell frozen juice bars
in certain flavors, sizes and packaging for a two year period in the New York
Metropolitan area, including Nassau, Suffolk, Westchester, Putnam and Rockland
counties, and certain counties in New Jersey and in the State of Connecticut.
New Yorker has the right to manufacture these products at facilities it
designates under quality assurance procedures established by Veryfine. These
products have been manufactured in the Fieldbrook facility in Buffalo, New York
and New Yorker has been selling these products since June 1998. The license
agreement also prohibits New Yorker from manufacturing or selling any other
branded frozen juice bar.

Proposed Acquisition of Distributors

New Yorker will be using a portion of the proceeds of this offering to
purchase the assets of New Yorker Ice Cream and Jerry's Ice Cream, two full
service distributors and marketers of ice cream and frozen novelties. In July
1998, Multi Venture Partners Ltd. assigned to New Yorker all of its right, title
and interest under certain purchase agreements to acquire the assets of New
Yorker and Jerry's. These agreements, which have since been amended, provide for
an aggregate purchase price of approximately $2,500,000, of which

. $970,000 is payable in cash at closing,
. $820,000 is payable in restricted common stock at closing,
. $200,000 is payable over six months at an 8% annual interest
rate; and
. $495,000 is payable over four years at an 8% annual interest
rate.
<PAGE>
Each agreement further provides: (i) for a price guarantee on the common
stock issued at closing which is exercisable by the purchaser eighteen months
from the closing date; and (ii) that New Yorker can call all or part of such
common stock at any time during such eighteen month period, at the closing price
of the common stock on the closing date of the acquisition.

At closing Mr. Ted Ketsoglou, the principal of New Yorker Ice Cream and Mr.
Gerald Schneider, the principal of Jerry's Ice Cream, will become directors and
officers of New Yorker and will be employed by New Yorker pursuant to written
employment agreements. See "Management - Proposed Employment Agreements."

Some of the products currently being distributed by New Yorker Ice Cream
and Jerry's Ice Cream are Haagen Dazs, Good Humor, Baskin Robbins, Snickers,
Edy's, Veryfine Juice Bars and American Classics. New Yorker Ice Cream and
Jerry's Ice Cream own in the aggregate approximately 2,000 freezers which they
have placed in approximately 1,500 locations throughout the New York
Metropolitan area, including Connecticut and New Jersey. The institutions
serviced by these companies include grocery stores, bodegas, restaurants,
delicatessens, supermarkets, parks, beaches and airports. Their combined
revenues for the year ended December 31, 1998 were approximately $6,500,000.

Principal Supplier

For the year ended December 31, 1997 and 1998 approximately 30% of the
combined revenues of New Yorker Ice Cream and Jerry's Ice Cream were from the
sale of Haagen-Dazs products. While these companies enjoy long term
relationships with Haagen-Dazs, the loss of this company as a supplier could
have a material adverse effect upon the business of New Yorker and Jerry's.

Manufacturing

New Yorker's products are presently manufactured by Fieldbrook Farms, an
independent FDA approved facility located in Buffalo, New York, under a two-year
exclusive manufacturing agreement expiring in March 1999. The manufacturing
agreement, dated as of March 20, 1997, provides that Fieldbrook shall be the
exclusive supplier of all products manufactured by Fieldbrook and distributed by
New Yorker east of the Mississippi River for a period of two years.

The products distributed by New Yorker Ice Cream and Jerry's Ice Cream are
manufactured either by the ice cream company themselves, i.e., Haagen Dazs, or
by third party manufacturers, and sold to New Yorker and Jerry's.

Distribution and Marketing

New Yorker, through its officers, consultants and other representatives,
currently markets the Mike's Original products on a very limited basis through
supermarkets, grocery stores, convenience stores and food service outlets. While
New Yorker incurred substantial promotional expenses for freezer space in
connection with entering new markets, maintaining existing markets, entering new
retailers and maintaining shelf space in existing retailers, it has received no
assurance that these retailers will continue to allocate freezer space for New
Yorker's products even after the payment of these fees and, in fact,
substantially all of the supermarkets have discontinued selling New Yorker's
products.

<PAGE>
New Yorker Ice Cream and Jerry's Ice Cream employees primarily distribute
their products to grocery stores, bodegas and restaurants in their own trucks.
New Yorker Ice Cream and Jerry's Ice Cream have placed their own freezers at
these locations at no expense to the store owner. New Yorker Ice Cream and
Jerry's Ice Cream currently have placed approximately 2,000 freezers in
approximately 1,500 locations in the New York City Metropolitan area.

Competition

In the distribution of products, New Yorker Ice Cream and Jerry's Ice Cream
compete with many distributors in the New York City Metropolitan area, several
of which have greater financial and other resources. In order to maintain and
increase its market position, New Yorker and Jerry's must maintain the condition
of their freezers, effectively compete in the selling price of their products,
and seek additional locations for freezers.

Government Regulation

New Yorker is subject to regulation by various governmental agencies
regarding the distribution and sale of food products, including the FDA and
various state agencies. New Yorker believes that its marketing and distributing
operations comply with all existing applicable laws and regulations.

New Yorker cannot predict the impact of possible changes that may be
required in response to future legislation, rules or inquiries made from time to
time by governmental agencies. FDA regulations may, in certain circumstances,
affect the ability of New Yorker, as well as others in the industry, to develop
and market new products. However, New Yorker does not presently believe that
existing applicable legislative and administrative rules and regulations will
have a significant impact on its operations.

Trademarks and Patents

New Yorker owns registered trademarks and service marks under the names
"Mike's Original ", "GRAMWICH " and "Graham Cracker Delight ". New Yorker has
common law trademarks for "Strawberry Fantasy ", "Chocolate Tidbits ", Sorbet
Blends , Raspberry Romance and Lemon Lace . New Yorker does not believe that any
of these trademarks are material, either individually or
collectively, to New Yorker's planned operations.

All trademarks and service marks appearing in this prospectus that do not
relate to New Yorker products are the property of their respective holders.

Insurance

New Yorker's business exposes it to potential liability which is inherent
in the marketing and distribution of food products. New Yorker currently
maintains $2,000,000 of product liability insurance. New Yorker also maintains
$1,000,000 of general and personal injury insurance per occurrence and
$5,000,000 in the aggregate. Any product liability judgement against New Yorker
which is not covered by insurance could have a material adverse effect on New
Yorker's business and prospects.

Employees

New Yorker currently employs two part-time persons, who serve in
administrative capacities. New Yorker Ice Cream and Jerry's Ice Cream employ an
aggregate of approximately 30 full-time persons, of whom approximately 5 are in
executive and administrative operations and approximately 25 in warehouse,
selling and distribution. None of the employees are represented by a labor
union. New Yorker, New Yorker Ice Cream and Jerry's Ice Cream consider their
relationships with their employees to be satisfactory.
<PAGE>

Properties

On October 1, 1998, New Yorker signed a month-to-month lease for office
space in Jericho, New York at a monthly rental of $650. This office will serve
as the corporate office of New Yorker until such time as New Yorker and the
planned acquisitions can be relocated to an appropriate facility.

Seasonality

Legal Matters

J.W. Messner, Inc. v. New Yorker Marketing Corp. On May 22, 1997, the
parties entered into a stipulation of settlement in this action pending in the
Supreme Court of New York, Nassau County, wherein New Yorker agreed to pay J. W.
Messner, New Yorker's former advertising agent, the sum of $125,936, in three
installments as follows: $40,000 on June 30, 1997; $42,968, plus accrued
interest, on or before June 30, 1998; and $42,968, plus accrued interest, on or
before December 31, 1998. Only the $40,000 due on June 30, 1997 has been paid.
On January 30, 1999, a default judgment in the amount of $97,688 was entered
against New Yorker.

Universal Folding Box Co., Inc. v. New Yorker Marketing Corp., et al. On
April 2, 1998, New Yorker was served with a complaint in an action pending in
the Supreme Court of New York, Nassau County and seeks damages in the amount of
$82,037, arising from New Yorker's alleged failure to pay for certain inventory
purchased. New Yorker has filed an answer in this action. In December, 1998, the
parties submitted the case to non-binding arbitration in which the arbitrator
recommended that New Yorker pay Universal Folding $30,000. New Yorker disputes
the non-binding arbitrator's recommendation and has filed a request for trial.

Lee's Marketing Services, Inc. v. New Yorker Marketing Corp. On December
16, 1998, Lee's Marketing commenced an action against New Yorker in the Circuit
Court, Jo Daviess County, Illinois, seeking $128,354 arising from coupon
processing services allegedly performed for New Yorker in 1996. New Yorker
intends to deny the allegations in the complaint and to vigorously defend this
action and intends to file an answer in March 1999.

Except as set forth above, New Yorker is not involved in any material
pending legal proceedings.
<PAGE>

MANAGEMENT

Directors and Executive Officers

The By-Laws of New Yorker provide for a Board of Directors of between three
and nine members classified into three classes as nearly equal in number as
possible, whose terms expire in successive years.

The directors and executive officers of New Yorker are as follows:
<TABLE>
<CAPTION>
Name Age Position(s) with New Yorker
---- --- ---------------------------
<S> <C> <C>
Arthur G. Rosenberg 61 President and Director
Marc P. Palker 47 Secretary
Frederic D. Heller 60 Director
Myron Levy 56 Director
</TABLE>

Arthur G. Rosenberg, Esq. has been a director of New Yorker since September
1995 and President since September 1, 1998. Mr. Rosenberg has been the Vice
President of Acquisitions for The Associated Companies, a real estate developer,
in Bethesda, Maryland since June 1987 and is a principal of Millennium
Development Group, LLC, a real estate developer in Frederick, Maryland. Mr.
Rosenberg is an attorney admitted to practice in the State of New York and has
practiced law for over 30 years. Mr. Rosenberg is a director of Phar-mor Inc.,
which operates a chain of retail drug stores.

Marc P. Palker has been a financial consultant to New Yorker since
December, 1997 and Secretary of New Yorker since September 1, 1998. From
January, 1997 to the present, Mr. Palker has been an independent financial
consultant. From February, 1989 through December, 1996 Mr. Palker was Chief
Financial Officer of Firetector Inc. a publicly owned business involved in the
design, manufacture and service of life safety communications equipment. From
1994 through 1995, Mr. Palker served as National Vice President of the Institute
of Management Accountants. Mr. Palker is a Certified Management Accountant.

Frederic D. Heller was Vice President of Finance and director of New Yorker
from January 1997 until November 14, 1997 when he resigned as an officer of New
Yorker. Since November 1997, Mr. Heller has been Chief Financial Officer of J &
W Management Corp., a commercial real estate management company. Mr. Heller is a
CPA licensed in the State of New York for over the last ten years. Prior to
joining New Yorker, from November 1994 through January 1997, he practiced as an
independent financial consultant including rendering such services to New Yorker
in that capacity from August 1996 to January 1997. From September 1992 through
October 1994, Mr. Heller was Vice President of Finance and director of
Vasomedical, Inc., formerly Future Medical Products, Inc., a publicly owned
business involved in the merchandising of certain medical technology. From
October 1990 through September 1992, Mr. Heller was president and chief
operating officer of FDH Enterprises, Inc., a company rendering financial
consulting services to business clients.

Myron Levy has been a director of New Yorker since July 1997. Since June
1993, Mr. Levy has been President of Herley Industries, Inc., a publicly owned
designer and manufacturer of flight instrumentation products. From May 1991 to
June 1993, Mr. Levy served as Executive Vice President and Treasurer of Herley
Industries, Inc. Mr. Levy also has been a director of Herley since 1992.
<PAGE>
New Yorker's Board of Directors is classified into three classes. The
directors in each class serve for three-year terms. Arthur G. Rosenberg is a
member of Class I which serves until New Yorker's 1998 Annual Meeting of
Stockholders. Myron Levy is a member of Class II which serves until New Yorker's
1999 Annual Meeting of Stockholders. Frederic D. Heller is a member of Class III
which serves until New Yorker's 2000 Annual Meeting of Stockholders. Directors
who are not employees of New Yorker receive no cash compensation for their
services to New Yorker as directors, but are reimbursed for expenses actually
incurred in connection with attending meetings of the Board of Directors. All
members of the Board of Directors are eligible to participate in New Yorker's
stock option plans. Each director attended or participated in at least 75% of
the meetings of the Board of Directors during his tenure in fiscal 1998.

Executive Compensation

The following table sets forth the cash and other compensation paid or
accrued by New Yorker during the year ended December 31, 1998 and 1997 to New
Yorker's Chief Executive Officer. Michael Rosen ceased to be New Yorker's Chief
Executive Officer effective in May 1998. No other executive officer earned over
$100,000 in any fiscal year.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
----------------------------------------- Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary Bonus Compensation(2) Options Compensation
- ------------------ ---- ------ ----- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Michael Rosen 1998 $ 36,458 - - - -
Chairman of the Board, 1997 98,083 - - 10,000(3) -
President, Chief 1996 112,250(1) - - 40,000(3) -
Executive Officer
<FN>
- ----------
(1) Does not include an aggregate of $89,565 of salary which was accrued and
not paid to Mr. Rosen during the period from inception through September
30, 1996, to which Mr. Rosen has waived all rights.
(2) The value of all perquisites provided to New Yorker's officers did not
exceed the lesser of $50,000 or 10% of the officer's salary and bonus.
(3) Represents ten-year options granted in May 1996 and September 1996 pursuant
to New Yorker's 1995 Long Term Incentive Plan.
</FN>
</TABLE>

<PAGE>

Option/SAR Grants in Last Fiscal Year

The following table sets forth all stock options granted to the executive
officers named in the Executive Compensation table during the fiscal year ended
December 31, 1998 and 1997.
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------

Number of % of Total
Securities Options/SARS
Underlying Granted to Exercise or
Options/SARS Employees in Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
- ---- ------------ ------------ ------------ ----------

<S> <C> <C> <C> <C>
Michael Rosen 10,000 42.9% $1.50 May 1, 2007(1)
<FN>
- ------
(1) Represents ten year options granted in May 1997 pursuant to New Yorker's
1995 Long Term Incentive Plan. Options became fully vested on November 1,
1997.
</FN>
</TABLE>

Consulting Agreements

In October 1998, New Yorker entered into a five-year consulting agreement
with its President, Arthur G. Rosenberg which becomes effective upon the
acquisition of New Yorker Ice Cream and Jerry's Ice Cream, at which time Mr.
Rosenberg will be resigning as President of New Yorker and continuing in his
position as Chief Executive Officer. Mr. Rosenberg is to provide management,
sales and marketing services to New Yorker for a monthly fee of $5,000.

New Yorker has entered into a consulting agreement with Alma Management
Corp. ("Alma"), as of November 1, 1996. Under this agreement, which ended
October 31, 1998, Alma agreed to cause its two principals, to provide sales and
marketing advisory and consulting services to New Yorker. Alma received an
annual consulting fee of $50,000 payable at New Yorker's option in either cash
or common stock. In addition, Alma has received 6,000 shares of common stock and
options to purchase 26,667 shares of common stock at an exercise price of $7.50
per share.

Proposed Employment Agreements

Ted Ketsoglou has entered into a five year employment agreement, commencing
on the closing of the New Yorker Ice Cream acquisition, wherein he has agreed to
serve as President of New Yorker Ice Cream. The term of the agreement may be
extended for an additional five year period at the sole option of New Yorker. As
compensation for his services, Mr. Ketsoglou is to receive $126,000 annually and
an annual bonus equal to 2% of New Yorker pretax profits. He is also to receive
annual salary increases of 5% during the initial five year term and 10%
thereafter. Upon the effectiveness of the agreement, New Yorker will issue to
Mr. Ketsoglou 40,000 shares of its common stock, of which half shall vest on
January 15, 1999 and half on January 15, 2000. His employment agreement also
provides that New Yorker will grant certain options on closing future
acquisitions and for certain payments following death or disability. During the
term of his employment, New Yorker has also agreed to use reasonable efforts to
cause Mr. Ketsoglou's appointment or election to New Yorker's Board of
Directors. For more than the past five years, Mr. Ketsoglou has been President
of New Yorker Ice Cream.
<PAGE>

Gerald Schneider has entered into a five year employment agreement,
commencing on the closing of the Jerry's Ice Cream acquisition, wherein he has
agreed to serve as Vice President of Sales of New Yorker. The term of the
agreement may be extended for an additional five year period at the sole option
of New Yorker. As compensation for his services, Mr. Schneider is to receive
$115,500 annually and an annual bonus equal to 2% of New Yorker pretax profits.
He is also to receive annual salary increments of 5% during the initial five
year term and 10% thereafter. Upon the effectiveness of the agreement, New
Yorker will issue to Mr. Schneider 40,000 shares of its common stock on which
half shall vest on January 15, 1999 and half on January 15, 2000. His employment
agreement also provides that New Yorker will grant certain options on closing
future acquisitions and for certain payments following death or disability.
During the term of his employment, New Yorker has also agreed to use reasonable
efforts to cause Mr. Schneider's appointment or election to New Yorker's Board
of Directors. For more than the past five years, Mr. Schneider has been
President of Jerry's Ice Cream.

Stock Plans

1995 Long Term Incentive Plan

In August 1995, New Yorker adopted a 1995 Long Term Incentive Plan (the
"1995 Incentive Plan") in order to motivate qualified employees of New Yorker,
to assist New Yorker in attracting employees and to align the interests of such
persons with those of New Yorker stockholders.

The 1995 Incentive Plan provides for the grant of "incentive stock options"
within the meaning of the Section 422 of the Internal Revenue Code of 1986, as
amended, "non-qualified stock options," restricted stock, performance grants and
other types of awards to officers, key employees, consultants and independent
contractors of New Yorker and its affiliates.

The 1995 Incentive Plan, which is administered by the Board of Directors,
authorizes the issuance of a maximum of 86,667 shares of common stock. If any
award under the 1995 Incentive Plan terminates, expires unexercised, or is
canceled, the common stock that would otherwise have been issuable pursuant
thereto will be available for issuance pursuant to the grant of new awards. To
date, New Yorker has granted an aggregate of 61,333 options to purchase common
stock under the 1995 Incentive Plan, of which 50,000 options have been granted
to Michael Rosen, New Yorker's former Chairman of the Board and Chief Executive
Officer. 6,667 of these options are exercisable for ten years from the date of
grant at a price of $15.00 per share and 43,333 of these options are exercisable
for ten years from the date of grant at a price of $7.50 per share. Another
11,333 options have been granted to Steven A. Cantor. Each of the options
granted to Mr. Cantor are exercisable for a ten year term at a price of $7.50
per share. As of December 31, 1998, none of these options had been exercised.

1996 Non-Qualified Stock Option Plan

In October 1996, New Yorker's Board of Directors approved a 1996
Non-Qualified Stock Option Plan (the "Non-Qualified Plan") which covers 100,000
shares of New Yorker's common stock. The options become exercisable in
installments as determined at the time of grant by the Board of Directors. As of
the date of this registration statement, New Yorker had granted 95,666 options
to purchase shares of common stock under the Non-Qualified Plan at an exercise
price of $7.50 per share. Arthur G. Rosenberg, Martin Pilossoph and Myron Levy
have been granted options to purchase 4,667 shares of common stock each at the
exercise price of $7.50 per share pursuant to the Non-Qualified Plan. Frederic
D. Heller has been granted options to purchase 11,667 shares of common stock at
the exercise price of $7.50 per share pursuant to the Non-Qualified Plan. Alma
has been granted options to purchase 26,667 shares of common stock at an
exercise price of $7.50 per share pursuant to the Non-Qualified Plan. Steven A.
Cantor has been granted options to purchase 15,333 shares of common stock at an
exercise price of $7.50 per share. As of December 31, 1998, none of these
options had been exercised.

<PAGE>

Personal Liability and Indemnification of Directors

New Yorker's Certificate of Incorporation and By-laws contain provisions
which reduce the potential personal liability of directors for certain monetary
damages and provide for indemnity of directors and other persons. New Yorker is
unaware of any pending or threatened litigation against New Yorker or its
directors that would result in any liability for which such director would seek
indemnification or similar protection.

Such indemnification provisions are intended to increase the protection
provided directors and, thus, increase New Yorker's ability to attract and
retain qualified persons to serve as directors. Because directors liability
insurance is only available at considerable cost and with low dollar limits of
coverage and broad policy exclusions, New Yorker does not currently maintain a
liability insurance policy for the benefit of its directors, although New Yorker
may attempt to acquire such insurance in the future. New Yorker believes that
the substantial increase in the number of lawsuits being threatened or filed
against corporations and their directors and the general unavailability of
directors liability insurance to provide protection against the increased risk
of personal liability resulting from such lawsuits have combined to result in a
growing reluctance on the part of capable persons to serve as members of boards
of directors of companies, particularly of companies which intend to become
public companies. New Yorker also believes that the increased risk of personal
liability without adequate insurance or other indemnity protection for its
directors could result in overcautious and less effective direction and
management of New Yorker. Although no directors have resigned or have threatened
to resign as a result of New Yorker's failure to provide insurance or other
indemnity protection from liability, it is uncertain whether New Yorker's
directors would continue to serve in such capacities if improved protection from
liability were not provided.

The provisions affecting personal liability do not abrogate a director's
fiduciary duty to New Yorker and its stockholders, but eliminate personal
liability for monetary damages for breach of that duty. The provisions do not,
however, eliminate or limit the liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for authorizing the illegal payment of a dividend or repurchase of stock, for
obtaining an improper personal benefit, for breaching a director's duty of
loyalty (which is generally described as the duty not to engage in any
transaction which involves a conflict between the interests of New Yorker and
those of the director) or for violations of the federal securities laws. The
provisions also limit or indemnify against liability resulting from grossly
negligent decisions including grossly negligent business decisions relating to
attempts to change control of New Yorker.

<PAGE>
The provisions regarding indemnification provide, in essence, that New
Yorker will indemnify its directors against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding arising out of the
director's status as a director of New Yorker, including actions brought by or
on behalf of New Yorker (shareholder derivative actions). The provisions do not
require a showing of good faith. Moreover, they do not provide indemnification
for liability arising out of willful misconduct, fraud, or dishonesty, for
"short-swing" profits violations under the federal securities laws, or for the
receipt of illegal remuneration. The provisions also do not provide
indemnification for any liability to the extent such liability is covered by
insurance. One purpose of the provisions is to supplement the coverage provided
by such insurance. However, as mentioned above, New Yorker does not currently
provide such insurance to its directors, and there is no guarantee that New
Yorker will provide such insurance to its directors in the near future, although
New Yorker may attempt to obtain such insurance.

These provisions diminish the potential rights of action which might
otherwise be available to shareholders by limiting the liability of officers and
directors to the maximum extent allowable under Delaware law and by affording
indemnification against most damages and settlement amounts paid by a director
of New Yorker in connection with any shareholders derivative action. However,
the provisions do not have the effect of limiting the right of a shareholder to
enjoin a director from taking actions in breach of his fiduciary duty, or to
cause New Yorker to rescind actions already taken, although as a practical
matter courts may be unwilling to grant such equitable remedies in circumstances
in which such actions have already been taken. Also, because New Yorker does not
presently have directors liability insurance and because there is no assurance
that New Yorker will procure such insurance or that if such insurance is
procured it will provide coverage to the extent directors would be indemnified
under the provisions, New Yorker may be forced to bear a portion or all of the
cost of the director's claims for indemnification under such provisions. If New
Yorker is forced to bear the costs for indemnification, the value of New Yorker
stock may be adversely affected.

New Yorker has entered into indemnification agreements with certain of its
officers and directors. The indemnification agreements provide for reimbursement
for all direct and indirect costs of any type or nature whatsoever (including
attorneys' fees and related disbursements) actually and reasonably incurred in
connection with either the investigation, defense or appeal of a Proceeding, (as
defined) including amounts paid in settlement by or on behalf of an indemnitee
thereunder.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of New Yorker
pursuant to the foregoing provisions, or otherwise, New Yorker has been advised
that such indemnification, in the opinion of the SEC, is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.

<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth the beneficial ownership of shares of voting
stock of New Yorker, as of December 31, 1998, of (i) each person known by New
Yorker to beneficially own 5% or more of the shares of outstanding common stock,
based solely on filings with the SEC, (ii) each of New Yorker's executive
officers and directors and (iii) all of New Yorker's executive officers and
directors as a group. Except as otherwise indicated, all shares are beneficially
owned, and investment and voting power is held by, the persons named as owners.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Shares Percentage
Beneficial Owner Beneficially Owned Ownership
- -------------------- ------------------ ----------
<S> <C> <C>
Steven A. Cantor (1) 56,666 (2) 5.4%
Annette Cantor (1) 59,730 5.8%
Arthur G. Rosenberg (1) 6,666 (3) *
Frederic D. Heller (1) 32,000 (4) 3.1%
Myron Levy (1) 25,166 (3) 2.4%
All officers and directors
as a group (3 persons) 63,833 (5) 6.1%

<FN>
- ----------
* less than one percent (1%) unless otherwise indicated.

(1) The address for each of these persons is 366 N. Broadway, Jericho, NY 11753
(2) Includes options to purchase 11,333 shares of common stock granted
under the 1995 Long-Term Incentive Plan and options to purchase 15,333
shares of common stock granted under the 1996 Non-Qualified Plan.
(3) Includes options to purchase 4,666 shares of common stock granted under the
1996 Non-Qualified Plan.
(4) Includes options to purchase 11,666 shares of common stock granted under
the 1996 Non-Qualified Plan.
(5) Includes 20,999 shares issuable upon the exercise of options granted
pursuant to New Yorker stock option plans.
</FN>
</TABLE>

<PAGE>
CERTAIN TRANSACTIONS

In October 1998, New Yorker authorized the issuance of 95,000 shares of
common stock to Arthur G. Rosenberg, which shares are issuable upon the closing
of New Yorker Ice Cream and Jerry's Ice Cream, in consideration for prior
management services, including negotiating the acquisition agreements with New
Yorker Ice Cream and Jerry's Ice Cream, overseeing the operations of New Yorker
and providing financial advice to New Yorker. These services were performed in
1998. 17,000 shares were issued at such time to each of Myron Levy and Frederic
D. Heller as directors' compensation.

In August 1998, New Yorker issued 19,500 shares of common stock to Marc P.
Palker in consideration for financial consulting services rendered for New
Yorker through July 1998.

In May 1998, New Yorker entered into a settlement and general release with
Michael Rosen, its then Chairman of the Board and President, Rachelle Rosen, its
then Secretary and Treasurer, Martin Pilossoph, the father of Rachelle Rosen and
father-in-law of Michael Rosen and then a director and Elizabeth Pilossoph, the
mother of Rachelle Rosen and mother-in-law of Michael Rosen. Pursuant to the
terms of the Settlement Agreement, (i) Michael Rosen, Rachelle Rosen and Martin
Pilossoph voluntarily resigned as officers and directors of New Yorker, (ii) the
employment agreements of each of Michael Rosen and Rachelle Rosen, providing for
annual compensation of $125,000 and $40,000 respectively through May 31, 2001,
were terminated, (iii) New Yorker agreed to repay certain outstanding
indebtedness aggregating $305,000 to Michael Rosen and Elizabeth Pilossoph and
(iv) each of New Yorker on the one hand, and the Rosens and Pilossophs on the
other hand, gave the other a general release.

In April 1997, New Yorker issued 30,000 shares of common stock to Steven A.
Cantor as consideration for the termination of his three year consulting
agreement providing for payments of $125,000 annually, which would have
commenced on New Yorker initial public offering in July, 1997.

In October 1996, New Yorker issued 16,667 shares of common stock to
Frederic D. Heller, New Yorker former Vice President-Finance, Treasurer and a
director, as payment for services rendered during the year ended December 31,
1996. These shares were valued at $3.00 per share, the estimated fair market
value of the common stock at the date of issuance.

On August 28, 1996, Michael Rosen was issued a promissory note in the
principal amount of $206,250. The funds that Mr. Rosen loaned New Yorker were
the proceeds of a sale by Mr. Rosen to investors of 183,333 pre-split shares of
his common stock at a price of $1.12 per share. This loan bears interest at a
rate of 8% and initially was payable the earlier of (i) thirteen (13) months
from the date of the loan, or (ii) the date New Yorker successfully consummates
an initial public offering of securities of New Yorker, but only to the extent
that the over-allotment option is exercised in such offering and only from the
proceeds received by New Yorker from the exercise of the over-allotment option.
In September 1996, the maturity date of this promissory note was revised to
September 30, 1998. In addition, the revised promissory note provides that
one-half of the outstanding principal amount of the note will be paid with
accrued interest thereon in the event New Yorker successfully consummates an
initial public offering of securities of New Yorker, but only to the extent that
the over-allotment option was exercised in such offering and only from the
proceeds received by New Yorker from the exercise of the over-allotment option.
This loan was part of the May 1998 settlement agreement with Mr. Rosen.

<PAGE>

In August, September and October 1996, New Yorker received three loans from
Steven A. Cantor aggregating $253,750. A portion of the funds that this
stockholder loaned New Yorker was a result of the stockholder selling shares of
his common stock to an investor. In August 1996, this stockholder sold 38,889
pre-split shares of his common stock at a price of $1.12 per share. In September
1996, this stockholder sold 23,333 pre-split shares of his common stock at a
price of $1.50 per share. These loans, which were consolidated into one note in
September 1997, bear interest at a rate of 8% and are payable the earlier of (i)
June 1, 1997, or (ii) with respect to $123,750 of the principal amount, the date
New Yorker successfully consummates an initial public offering of securities of
New Yorker, but only to the extent that either the over-allotment option is
exercised in such offering or within ninety (90) days after the underwriter
elects not to exercise the over-allotment option. This loan was repaid in 1997.

As a general rule, all transactions among New Yorker and its officers,
directors or stockholders have been, and in the future will be, made on terms no
less favorable to New Yorker than those available from unaffiliated parties.

<PAGE>
SELLING STOCKHOLDERS

This prospectus will also be used for the offering of additional shares of
common stock owned by persons who have participated in a recent private offering
of New Yorker securities (the "Selling Stockholders"). Except for 36,427 shares
owned by the Selling Stockholders, the Selling Stockholders have agreed that the
remaining shares of common stock owned by them which are registered for resale
hereunder may not be sold for sixty (60) days from the date of this prospectus
without the prior written consent of Millennium Securities. New Yorker will not
receive any proceeds from such sales. Millennium Securities may release such
restriction at any time after completion of this offering, although there are no
understandings or arrangements in this regard. The resale of the securities by
the Selling Stockholders is subject to prospectus delivery and other
requirements of the Securities Act.

The Shares are being offered by the following persons in the amounts set
forth below:
<TABLE>
<CAPTION>
Beneficial
Ownership After
Offering
Number of Shares Beneficial Ownership (assuming sale of all
Stockholder Prior to Offering Offered offered Shares)
----------- ----------------- -------------------- ---------------------
<S> <C> <C> <C>
Arthur & Janet Wolfman 40,000 40,000 -
Barney & Madeline Shapiro 20,000 20,000 -
David Lieberman 35,715 16,000 19,715
Vosavu Pty, Ltd. 32,712 16,000 16,712
Nader D. Rashti 40,000 40,000 -
Sean Desmond 20,000 20,000 -
Gary L. Spieler 40,000 40,000 -
Shawn Campbell 80,000 80,000 -
Ted & Phyllis Cohen 20,000 20,000 -
Barry Gerston 20,000 20,000 -

</TABLE>
<PAGE>
DESCRIPTION OF SECURITIES

Capital Stock

New Yorker authorized capital stock consists of 20,000,000 shares of common
stock, $.001 par value per share and 500,000 shares of preferred stock, $.01 par
value per share.

Common Stock

Holders of the common stock do not have subscription, redemption,
conversion or preemptive rights. The shares of common stock sold by New Yorker
in this offering will be, when issued and paid for, fully paid and
non-assessable. Each share of common stock is entitled to participate pro rata
in distribution upon liquidation, subject to the rights of holders of preferred
stock, and to one vote on all matters submitted to a vote of stockholders. The
holders of common stock may receive cash dividends as declared by the Board of
Directors out of funds legally available therefor, subject to the rights of any
holders of preferred stock. Holders of the common stock are entitled to elect
all directors. New Yorker Board consists of three classes each of which serves
for a term of three years. At each annual meeting of the stockholders the
directors in only one class will be elected. The holders of the common stock do
not have cumulative voting rights, which means that the holders of more than
half of the shares voting for the election of a class of directors can elect all
of the directors of such class and in such event the holders of the remaining
shares will not be able to elect any of such directors.

Preferred Stock

New Yorker certificate of incorporation, as amended, authorizes the
issuance of up to 500,000 shares of preferred stock, par value $.01 per share.

The issuance of additional Series A preferred stock or preferred stock by
the Board of Directors could adversely affect the rights of holders of shares of
common stock by, among other things, establishing preferential dividends,
liquidation rights or voting power. The issuance of Series A preferred stock or
preferred stock could be used to discourage or prevent efforts to acquire
control of New Yorker through the acquisition of shares of common stock.

Warrants

Class A Warrants were issued in connection with New Yorker July 31, 1997
initial public offering. The following summary of the provisions of the
warrants.

Each warrant entitles its registered holder to purchase one share of common
stock (subject to certain adjustments) through June 30, 2000, at a price of
$25.00 per share. A warrantholder may exercise warrants by surrendering the
warrant certificate to New Yorker, together with a properly completed and signed
form of election to purchase and the payment of the exercise price and any
transfer tax. The election to purchase is on the reverse side of the warrant
certificate. Warrantholders who exercise a warrant for less than all of the
warrants evidenced by a warrant certificate will receive a new warrant
certificate for the remaining number of warrants.

<PAGE>

Warrantholders cannot exercise their warrants unless a current registration
statement is on file with the SEC and various state securities commissions. New
Yorker is required to file post-effective amendments to the registration
statement when events require such amendments. While New Yorker intends to file
post-effective amendments when necessary, there is no assurance that the
registration statement will be kept effective. If the registration statement is
not kept current for any reason, the warrants will not be exercisable, and the
warrants may be worth less. A warrantholder may not be permitted to exercise his
warrants if the shares of common stock underlying the warrants are not
registered or qualified for sale in the state where the warrantholder lives. If
New Yorker is unable to qualify the common stock underlying such Warrants for
sale in certain states, holders of New Yorker Warrants in those states will have
no choice but to either sell such Warrants or allow them to expire.

New Yorker has authorized and reserved for issuance a number of underlying
shares of common stock sufficient to provide for the exercise of the warrants.
When issued, each share of common stock will be fully paid and nonassessable.

Warrantholders do not have any voting or other rights as shareholders of
New Yorker unless and until warrants are properly exercised and exchanged for
shares.

Redemption Rights. New Yorker may redeem any or all of the warrants upon
payment of $.01 per warrant, on not less than thirty (30) days' nor more than
sixty (60) days' written notice at any time, provided that the average closing
bid price of the common stock for twenty (20) consecutive trading days ending
three (3) days of the notice of redemption has equaled or exceeded $50.00 per
share. Warrantholders won't be able to purchase the common stock underlying the
warrants called for redemption unless they exercise the warrants prior to the
date specified by New Yorker in the redemption notice.

Adjustments. The exercise price and the number of shares of common stock
issuable upon the exercise of each warrant are subject to adjustment in the
event of a stock dividend, recapitalization, merger, consolidation or certain
other events.

Until the warrants expire warrantholders have the opportunity, at nominal
cost, to profit from a rise in the market price of New Yorker common stock. An
exercise of the warrants dilutes the then book value of the New Yorker common
stock held by the public investors and their percentage ownership. Until the
warrants expire, the terms upon which New Yorker may obtain additional capital
may be adversely affected. Warrantholders may be expected to exercise them at a
time when New Yorker is likely to be able to obtain equity capital on terms more
favorable than those provided for by the warrants.

Private Placement

From July through November 1998, New Yorker issued an aggregate of 7.8
private placement units to 10 accredited persons, each unit consisting of a
$50,000 principal amount of private placement notes and 40,000 shares. The
proceeds from the sale of the private placement units were used primarily to
fund working capital and general corporate purposes until such time as New
Yorker uses the proceed from this offering to acquire the assets of New Yorker
and Jerry's, although a portion of the proceeds from the sale of the units was
used to repay certain indebtedness.

The private placement notes bear interest at a rate equal to 12% per annum,
payable at maturity. The private placement notes mature on the earlier of (i)
December 1, 1999, or (ii) the closing date of this offering; provided, that the
maturity of the private placement notes will be accelerated upon an Event of
Default (as defined therein).

<PAGE>

New Yorker has registered all of the 312,000 shares included in the private
placement units for resale under the registration statement of which this
prospectus forms a part. These shares also have piggyback registration rights
with respect to all other registration statements filed by New Yorker with the
SEC (other than on forms S-4 or S-8), subject to customary underwriter's or
board of director's rights to limit such participation. However, all holders of
private placement shares cannot sell them for sixty (60) days after the date of
this prospectus, subject to the prior consent of Millennium Securities. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Underwriting".

Certain Provisions of New Yorker Certificate of Incorporation

New Yorker's certificate of incorporation contains certain provisions which
may be deemed to be "anti-takeover" in nature in that such provisions may deter,
discourage or make more difficult the assumption of control of New Yorker by
another entity or person. In addition to the ability to issue preferred stock,
these provisions are as follows:

A vote of 66-2/3% of the stockholders is required by the certificate of
incorporation in order to approve certain transactions including mergers and
sales or transfers of all or substantially all of the assets of New Yorker.

New Yorker's certificate of incorporation also provides that the members of
the Board of Directors of New Yorker have been classified into three classes.
The term of each class will run for three years and expire at successive annual
meetings of stockholders. Accordingly, it is expected that it would take a
minimum of two annual meetings of stockholders to change a majority of the Board
of Directors.

Section 203 of the Delaware General Corporation Law provides, with certain
exceptions, that a Delaware corporation may not engage in any of a broad range
of business combinations with an interested stockholder, which is defined as a
person who owns 15% or more of the corporation's outstanding voting stock.
Nevertheless, the corporation may engage in a transaction with an interested
stockholder if: (i) the transaction resulting in a person's becoming an
interested stockholder, or the business combination, is approved by the board of
directors of the corporation before the person becomes an interested
stockholder, (ii) the interested stockholder acquires 85% or more of the
outstanding voting stock of the corporation (excluding shares owned by persons
who are both officers and directors of the corporation and shares held by
certain employee stock ownership plans), or (iii) the business combination is
approved by the corporation's board of directors and by the holders of at least
66 2/3% of the corporation's outstanding voting stock at an annual or special
meeting, excluding shares owned by the interested stockholder.
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, New Yorker will have 2,360,582 shares of
common stock outstanding (2,465,582 shares if Millennium Securities'
over-allotment option is exercised in full). Of these shares, the 700,000 shares
sold in this offering (805,000 shares if Millennium Securities' over-allotment
option is exercised in full) will be freely tradeable without restriction or
further registration under the Securities Act, except for any shares purchased
by an "affiliate" of New Yorker (in general, a person who has a control
relationship with New Yorker) which will be subject to the limitations of Rule
144 adopted under the Securities Act. Another 312,000 shares are registered
under the registration statement of which this prospectus forms a part and are
freely saleable under the Securities Act, but may not be transferred for sixty
days (60) days from the date of this prospectus or at such earlier date as may
be permitted by Millennium Securities. All of the remaining shares are deemed to
be "restricted securities," as that term is defined under Rule 144 promulgated
under the Securities Act.

In general, under Rule 144 as currently in effect, subject to the
satisfaction of certain other conditions, a person, including an affiliate of
New Yorker (or persons whose shares are aggregated), who has owned restricted
shares of common stock beneficially for at least one year is entitled to sell,
within any three-month period, a number of shares that does not exceed the
greater of (i) 1% of the total number of outstanding shares of the same class or
(ii) the average weekly trading volume of New Yorker common stock on all
exchanges and/or reported through the automated quotation system of a registered
securities association during the four calendar weeks preceding the date on
which notice of the sale is filed with the SEC. Sales under Rule 144 are also
subject to certain manner of sale provisions, notice requirements and the
availability of current public information about New Yorker. A person who has
not been an affiliate of New Yorker for at least the three months immediately
preceding the sale and who has beneficially owned shares of common stock for at
least two years is entitled to sell such shares under Rule 144 without regard to
any of the limitations described above.

Pursuant to the terms of the underwriting agreement, certain Selling
Stockholders owning an aggregate of 312,000 shares of common stock for resale
hereunder have agreed not to sell such shares for a period of sixty (60) days
following the date of this prospectus without the prior written consent of
Millennium Securities. The sale of any substantial number of these shares in the
public market could adversely affect prevailing market prices following the
offering.

No predictions can be made as to the effect, if any, that sales of shares
under Rule 144 or otherwise or the availability of shares for sale will have on
the market, if any, prevailing from time to time. Sales of substantial amounts
of the common stock pursuant to Rule 144 or otherwise may adversely affect the
market price of the common stock or the Warrants offered hereby.
<PAGE>

Transfer Agent

The transfer agent and registrar for New Yorker's common stock is American
Stock Transfer and Trust Company, 6201 15th Avenue, Brooklyn, New York 11219.

UNDERWRITING

Subject to the terms and conditions contained in the underwriting agreement
between New Yorker and the underwriters named below, for which Millennium
Securities Corp. is acting as representative (a copy of which agreement is filed
as an exhibit to the registration statement of which this prospectus forms a
part), New Yorker has agreed to sell to each of the underwriters named below,
and each of such underwriters has severally agreed to purchase the number of
shares of common stock set forth opposite its name. All 700,000 shares of common
stock offered must be purchased by the several underwriters if any are
purchased.

Number
Underwriter of Shares
- ----------- ---------
Fairchild Securities Corp.
Millennium Securities Corp.

----------
Total.....................................
==========

The underwriters propose to offer the shares of common stock directly to
the public at the offering price set forth on the cover page of this prospectus
and at such price less a concession of not in excess of $ per share to certain
securities dealers, of which a concession of not in excess of $ per share may be
reallowed to certain other securities dealers. After this offering, the public
offering price, allowances, concessions and other selling terms may be changed
by the Underwriters. The Underwriters also will be receiving a 3% unallocated
expense allowance.

This is a firm commitment offering. The underwriting agreement provides
that the obligations of the underwriters to purchase common stock are subject to
certain conditions, including that if any of the common stock is purchased by
the underwriters pursuant to the underwriting agreement, such shares must be so
purchased.

New Yorker has granted options to the Underwriters, exercisable within 30
days after the date of this prospectus, to purchase from New Yorker up to an
aggregate of 105,000 additional shares of common stock to cover over-allotments,
if any, at the public offering price less the underwriting discount set forth on
the cover page of this prospectus. New Yorker will be obligated, pursuant to the
over-allotment option, to sell shares of common stock to the Underwriters to the
extent such over-allotment option is exercised.

<PAGE>

New Yorker's officers and directors have agreed that they will not, without
the prior written consent of Millennium Securities Corp., offer, sell or dispose
of any shares of common stock or securities exchangeable or convertible into
shares of common stock until 12 months after this offering. Subject to certain
limitations, New Yorker has also agreed that it will not, without consent of
Millennium Securities Corp., offer, sell or dispose of any shares of common
stock, options or warrants to acquire shares of common stock or securities
exchangeable for or convertible into shares of common stock until 90 days after
this offering (except for (i) previous commitments set forth in this Prospectus,
(ii) shares issued pursuant to stock options outstanding on the date hereof and
(iii) stock options issued pursuant to employee benefit or incentive
compensation plans in effect on the date hereof).

New Yorker and the Selling Stockholders have agreed to indemnify the
underwriters against certain liabilities, including liabilities under the
Securities Act, and to contribute to certain payments that the underwriters may
be required to make in respect thereof.

The Underwriters do not intend to confirm sales of the common stock to
any account over which it exercises discretionary authority.

This section is not a complete statement of the terms and conditions of the
underwriting agreement and related documents, copies of which are on file at the
offices of the Underwriters, New Yorker and the SEC, and forms of which have
been filed as an exhibit to the registration statement of which this prospectus
is a part.

In connection with its private placement of units, New Yorker paid
Millennium Securities Corp., as placement agent, a $35,000 commission on the
sales of the private placement units.

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be
passed upon for New Yorker by the law firm of Blau, Kramer, Wactlar & Lieberman,
P.C., Jericho, New York. The law firm of Beckman & Millman, P.C., New York, New
York will pass on certain aspects of this offering on behalf of the
Underwriters. Employees of Blau, Kramer, Wactlar & Lieberman, P. C. own an
aggregate of 45,701 shares of common stock, 16,000 of which are registered for
resale hereunder, and options to purchase 14,667 shares of common stock at $7.50
per share issued under the 1996 Non-Qualified Stock Option Plan.

<PAGE>
EXPERTS

Lazar Levine & Felix LLP has been New Yorker's independent accountants for
the years ending December 31, 1998 and 1997.

WHERE TO FIND ADDITIONAL INFORMATION

New Yorker has filed with the SEC , Washington, D.C., a registration
statement under the Securities Act of 1933, as amended (the "Act"), with respect
to the common stock offered hereby. This prospectus does not contain all the
information set forth in the registration statement and the related exhibits.
For further information with respect to New Yorker and the shares of common
stock offered by this prospectus, reference is made to such registration
statement and related exhibits. This prospectus contains statements regarding
the contents of contracts or other documents which are not necessarily complete.
Please refer to the copy of such contract or other document filed as an exhibit
to the registration statement for a full statement of the provisions thereof;
each such statement contained herein is qualified in its entirety by such
reference.

New Yorker is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports,
proxy statements and other information with the SEC. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained at the office of the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's Regional Offices at
Suite 788, 1375 Peachtree St., N.E., Atlanta, Georgia 30367; Northwestern Atrium
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60621- 2511; and 7
World Trade Center, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the SEC, Washington, D.C. 20549,
at prescribed rates, and from the SEC'S Web site at the address
http://www.sec.gov.
<PAGE>

INDEX TO FINANCIAL STATEMENTS

Page
----
- - Pro Forma Financial Statements:
New Yorker Marketing Corp.
Introduction to Pro Forma Financial Statements F-2
Pro Forma Balance Sheet as of December 31, 1998 F-3
Pro Forma Statement of Operations Year Ended December 31, 1998 F-4
Pro Forma Statement of Operations Year Ended December 31, 1997 F-5
Notes to Pro Forma Financial Statements F-6

- - Historical Year End Financial Statements:
New Yorker Marketing Corp. Financial Statements - December 31, 1998
Report of Independent Certified Public Accountants - Current Auditor F-7

Financial Statements:
Balance Sheets F-8
Statements of Operations F-9
Statement of Changes in Stockholders' Deficit F-10
Statements of Cash Flows F-11
Notes to Financial Statements F-12

New Yorker Ice Cream Corp. Financial Statements - December 31, 1998
Report of Independent Certified Public Accountants F-29
Balance Sheet F-30
Statements of Operations F-31
Statements of Stockholders' Equity F-32
Statements of Cash Flows F-33
Notes to Financial Statements F-34

Jerry's Ice Cream, Inc. Financial Statements - December 31, 1998
Report of Independent Certified Public Accountants F-40
Balance Sheet F-41
Statements of Operations F-42
Statements of Cash Flows F-43
Notes to Financial Statements F-44

<PAGE>
NEW YORKER MARKETING CORP.
INTRODUCTION TO PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma financial statements have been prepared
based upon certain pro forma adjustments to the historical financial statements
of New Yorker Marketing Corp. , set forth elsewhere in this prospectus. The pro
forma financial statements should be read in conjunction with the notes thereto
and the historical financial statements of the Company.

The accompanying pro forma balance sheet has been presented as if the
transactions described below occurred at the Company's balance sheet date. The
accompanying pro forma statements of operations have been prepared as if the
transactions occurred at the beginning of the years ended December 31, 1998 and
1997. These proforma financial statements do not purport to be indicative of the
results which would actually have been obtained had the pro forma transactions
been completed as of the beginning of the years ended December 31, 1998 and 1997

The pro forma transactions (see notes to pro forma financial statements) are
as follows:

- The restructure of certain of the Company's debt.

- The issuance of shares in exchange for services rendered

- The sale of 3,500,000 shares of the Company's Common Stock

- The acquisition of two ice cream distributors using the proceeds from
the sale of the 700,000 shares of the Company's Common Stock.

F - 2
<PAGE>
NEW YORKER MARKETING CORP.
PROFORMA BALANCE SHEET

DECEMBER 31, 1998

<TABLE>
<CAPTION>
As Reported Subsequent Transactions
----------------------
December 31, 1998 New Yorker Jerry's Debit Credit
----------------- ---------- ------- ----- ------
<S> <C> <C> <C> <C> <C>
ASSETS

Current Assets:
Cash $19,166 $20,697

Accounts Receivable 13,372 295,259 4,520
Inventories 55,371 197,100 10,761
Prepaid expenses and other current assets 22,048 1,500
------------------ ---------

Total current assets 109,957 513,056 16,781

Fixed assets 1,210 109,658 30,214

Intangible assets 1,115 186,445

Other assets 199,611 42,705

------------------ ----------- ---------
TOTAL ASSETS $311,893 $665,419 $233,440
================== =========== =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Notes payable - related parties $346,586

Notes payable - other 100,000 38,169
Accounts payable and accrued liabilities 670,205 347,774 28,593 350,000(1)
Other accrued liabilities 157,473
Current portion long-term debt 910,243 140,000(1)

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

Total current liabilities 2,084,507 447,774 66,762

Notes payable - acquisition
Long-term debt 235,443 88,764

------------------ ----------- ---------
Total liabilities 2,084,507 683,217 155,526
------------------ ----------- ---------

Stockholders' equity (deficit):
Common stock 5,153 26,750 138,890

Additional paid-in capital 11,506,636 117,897

Deferred financing costs (1,029,600)
Treasury stock (147,808)

Accumulated deficit (12,254,803) (14,637) (60,976) 490,000(1)

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

Total stockholders' equity (deficit) (1,772,614) (17,798) 77,914
------------------ ----------- ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $311,893 $665,419 $233,440
================== =========== =========
</TABLE>

<TABLE>
<CAPTION>
Proforma Acquisition/Offering Proforma
-------------------------------------
Debit Credit December 31, 1998
----- ------ -----------------

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

Current Assets:
Cash $2,800,000(2) $20,697(3) $1,257,566
970,000(4)
100,000(4)
491,600(6)
Accounts Receivable 299,779(3) 13,372
Inventories 100,000(4) 207,861(3) 155,371
Prepaid expenses and other current assets 1,500(3) 22,048
--------------

Total current assets 1,448,357

Fixed assets 1,698,475(4) 1,839,557

Intangible assets 836,525(4) 186,445(3) 697,768
139,872(3)
Other assets 42,705(3) 149,611
50,000(4)
--------------
TOTAL ASSETS $4,135,293
==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Notes payable - related parties 101,600(6) 129,986
75,000(6)
Notes payable - other 138,169(3)
Accounts payable and accrued liabilities 376,367(3) 320,205
Other accrued liabilities 157,473
Current portion long-term debt 390,000(6) 323,750(4) 743,993

Total current liabilities 1,351,657

Notes payable - acquisition 371,250(4) 371,250
Long-term debt 324,207(3)

--------------
Total liabilities 1,722,907
--------------

Stockholders' equity (deficit):
Common stock 165,640(3) 700(2) 2,361
4,122(2) 164(4)
300(4)
166(5)

Additional paid-in capital 117,897(3) 2,799,300(2) 17,459,428
4,122(2)
819,836(4)
1,499,700(4)
829,834(5)

Deferred financing costs 1,029,600(6)
Treasury stock 147,808(3)

Accumulated deficit 1,500,000(4) 75,613(3) (15,049,403)
830,000(5) 75,000(6)
1,029,600(6)

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

Total stockholders' equity (deficit) 2,412,386
--------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $4,135,293
==============
</TABLE>
F - 3
<PAGE>
NEW YORKER MARKETING CORP.

PRO FORMA STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31,1998

<TABLE>
<CAPTION>
As Reported Adjustments Pro Forma
------------------
December 31, 1998 New Yorker Jerry's Eliminations Debit Credit December 31, 1998
----------------- ---------- ------- ------------ ----- ------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sales, net $103,410 $6,145,418 $809,117 $410,654 $6,647,291

Cost of sales 436,457 5,637,062 690,799 410,654 184,000(7) 6,537,664

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

Gross profit (333,047) 508,356 118,318 109,627
------------ ----------- ---------- ------------

Operating expenses

Selling, marketing and shipping 31,878 31,878
Research & development 759,928 759,928
General and administrative 7,754 487,066 117,797 93,400(7) 234,000(7) 472,017

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

Total operating expenses 799,560 487,066 117,797 1,263,823
------------ ----------- ---------- ------------

Loss from operation (1,132,607) 21,290 521 (1,154,196)

Interest expense (net) 166,769 16,553 6,391 189,713

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

Net loss ($1,299,376) $4,737 ($5,870) (1,343,909)
============ =========== ========== ============

Weighted average common shares outstanding(a) 725,427 2,360,582
============ ============

Basic loss per share(a) ($1.79) ($0.57)
============ ============

<FN>
(a) Gives effect to the 1 for 5 reverse split to take effect with this
offering.
</FN>
</TABLE>
F - 4
<PAGE>
NEW YORKER MARKETING CORP.
PRO FORMA STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
As Reported Adjustments Pro Forma
-----------------
December 31, 1997 New Yorker Jerry's Eliminations Debit Credit December 31, 1997
----------------- ---------- ------- ------------ ----- ------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sales, net $384,348 $6,498,430 $807,310 $515,099 $7,174,989

Cost of sales 451,198 5,990,781 656,922 515,099 184,000(6) 6,767,802

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

Gross profit (66,850) 507,649 150,388 407,187
------------ ----------- --------- --------------

Operating expenses
Selling, marketing and shipping 723,861 723,861
Research & development 28,584 28,584
General and administrative 2,177,698 397,702 157,121 93,400(6) 256,127(6) 2,569,794

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

Total operating expenses 2,930,143 397,702 157,121 3,322,239
------------ ----------- --------- --------------

Loss from operation (2,996,993) 109,947 (6,733) (2,915,052)

Interest expense (net) 1,505,642 15,852 9,232 1,530,726

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

Net loss ($4,502,635) $94,095 ($15,965) ($4,445,778)
============ =========== ========= ==============

Weighted average common shares outstanding(a) 532,403 2,360,582
============ ==============

Basic loss per share(a) ($8.46) ($1.88)
============
==============

<FN>
(a) Gives effect to the 1 for 5 reverse split to take effect with this
offering.
</FN>
</TABLE>
F - 5
<PAGE>
NEW YORKER MARKETING CORP.
NOTES TO PRO FORMA FINANCIAL STATEMENTS

AS OF DECEMBER 31, 1998

(1) The Company has entered into agreements to restructure certain debt which
includes (i) forgiveness of trade notes payable of $140,000; and (ii)
forgiveness and reduction of accounts payable in the amount of $350,000.

(2) The Company is offering 700,000 shares of its Common Stock at an assumed
price of $5.00 per share with estimated net proceeds of $2,800,000 and
simultaneously effecting a 1 for 5 reverse split of its Common Stock.

(3) This adjustment eliminates all assets and liabilities of New Yorker Ice
Cream Corp. and Jerry's Ice Cream, Inc. (see Note 4) not being acquired by the
Company.

(4) The Company has acquired the rights to acquire assets of New Yorker Ice
Cream Corp. and Jerry's Ice Cream, Inc. in exchange for $1,020,000 in cash (of
which $50,000 was paid prior to December 31, 1998), $200,000 8% notes payable in
six months, assumption of debt of $495,000 payable at 8% over four years and
$820,000 in the Company's Common Stock. In addition, inventory will be purchased
currently estimated at $100,000. The acquisition has been accounted for as a
purchase and therefore fixed assets have been recorded at fair market appraisal
value resulting in the recording of additional equity and reducing goodwill. The
Company will issue 300,000 shares as a finder's fee. These shares have been
charged to accumulated deficit at the assumed offering price of $5.00.

The purchase price is summarized as follows:

<TABLE>
<S> <C>
Cash $1,020,000
Notes payable 695,000
Common stock 820,000
----------
Total purchase price 2,535,000
Less: Book value of fixed assets acquired 139,900
----------
Excess purchase price $2,395,100
==========

Allocation of total purchase price

Fixed Assets $ 1,698,475
Covenant Not to Compete 150,000
Goodwill 686,525
----------
2,535,000
==========
</TABLE>

Fixed assets have been written up to fair market value ( of $1,839,557)
based upon an appraisal performed for purposes of establishing the purchase
price of the entities to be acquired. In addition, inventory estimated to be
approximately $100,000 will be acquired.

(5) The Company will issue 166,000 of its common shares in exchange for services
rendered. Arthur Rosenberg, President, and David Lieberman, outside counsel,
will be issued 95,000 and 70,000 shares respectively at the closing of the
acquisitions for management services provided for the last eighteen months. The
remaining 1,000 shares will be issued to the Company's financial consultant.
These shares have been valued at $5.00 per share.

(6) This entry reflects the payment of notes to related parties and notes issued
in the private placement of $491,600. Deferred interest aggregating $1,029,600
is being charged to accumulated deficit. A forgiveness of $75,000 has been
recorded associated with the settlement of a related party debt.

(7) Preparation of the pro forma statements of operations gives effect to the
depreciation of fixed assets and amortization of goodwill as if they were
acquired at the beginning of the period. In addition, a management fee payable
by New Yorker Ice Cream Corp. to a party not being acquired has been eliminated
since it will not continue to be paid after closing.

F - 6
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------

To the Board of Directors and Stockholders
New Yorker Marketing Corp.

We have audited the balance sheets of New Yorker Marketing Corp., formerly
Mike's Original, Inc., (a Delaware corporation) as of December 31, 1998 and
1997, and the related statements of operations, changes in stockholders'
deficit, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 financial statements referred to above present fairly, in
all material respects, the financial position of New Yorker Marketing Corp., as
of December 31, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred net losses of $1,113,155 and
$4,502,645 for the years ended December 31, 1998 and 1997, respectively, current
liabilities exceeded current assets by $1,974,550 and $1,062,651, as of December
31, 1998 and 1997, respectively and the stockholders' deficit aggregated
$1,772,614 and $1,051,056, as of December 31, 1998 and 1997, respectively. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans regarding these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Lazar Levine & Felix LLP
----------------------------
LAZAR LEVINE & FELIX LLP

New York, New York
February 15, 1999

F - 7
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
BALANCE SHEETS
--------------
AS OF DECEMBER 31, 1998 AND 1997
--------------------------------
- ASSETS (Note 8) -
<TABLE>
<CAPTION>
1998 1997
---------- -----------
<S> <C> <C>
CURRENT ASSETS:

Cash $ 19,166 $ 438,277
Accounts receivable, less allowance for doubtful
accounts of $-0- and $15,916 for 1998 and 1997,
respectively 13,372 12,600
Inventories (Notes 3b and 4) 55,371 143,899
Prepaid expenses 22,048 17,303
----------- -----------
TOTAL CURRENT ASSETS 109,957 612,079
----------- -----------
FIXED ASSETS - NET (Notes 3c and 5) 1,210 3,505
----------- -----------
OTHER ASSETS:
Trademarks and organization costs, net of accumulated amortization of
$17,701 and $15,489 for 1998 and 1997, respectively (Note 3d) 1,115 3,022
Security deposits and other assets (Note 13f) 188,154 5,068
Deferred offering costs 11,457 -
----------- -----------
200,726 8,090
----------- -----------
$ 311,893 $ 623,674
=========== ===========
</TABLE>
- LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) -
<TABLE>
<CAPTION>
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable - trade $ 670,205 $ 500,453
Accrued payroll and payroll taxes - 20,587
Other accrued liabilities (Note 6) 157,473 137,822
Notes payable - related parties (Note 7) 346,586 486,250
Notes payable - other (Notes 8 and 13d) 910,243 529,618
----------- -----------
TOTAL CURRENT LIABILITIES 2,084,507 1,674,730
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 2, 12, 13 and 14)

STOCKHOLDERS' EQUITY (DEFICIT) (Notes 10 and 11):
Preferred stock, $.01 par value; 500,000 shares authorized;
none issued or outstanding - -
Common stock, $.001 par value; 20,000,000 shares authorized;
5,152,908 and 3,265,429 shares issued and outstanding for
1998 and 1997, respectively 5,153 3,265
Additional paid-in capital 11,506,636 10,087,327
Deferred financing costs (1,029,600) -
Accumulated deficit (12,254,803)(11,141,648)
----------- -----------
(1,772,614) (1,051,056)
----------- -----------
$ 311,893 $ 623,674
=========== ===========

</TABLE>

See accompanying notes

F - 8
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
STATEMENTS OF OPERATIONS
------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
<TABLE>
<CAPTION>

1998 1997
----------- -----------
<S> <C> <C>
SALES - NET (Notes 3e) $ 103,410 $ 384,348

COST OF SALES 436,457 451,198
----------- -----------
GROSS PROFIT (LOSS) (333,047) (66,850)
----------- -----------
OPERATING EXPENSES:
Selling, marketing and shipping (Note 3f) 31,878 723,861
General and administrative 759,928 2,177,698
Research and development (Note 3h) 7,754 28,594
----------- -----------
799,560 2,930,153
----------- -----------
LOSS FROM OPERATIONS (1,132,607) (2,997,003)
----------- -----------
OTHER INCOME (EXPENSE):
Forgiveness of debt (Note 7) 186,221 -
Interest expense - net of interest income of $3,698
and $30,744 for 1998 and 1997, respectively (166,769) (1,505,642)
----------- -----------
19,452 (1,505,642)
----------- -----------
LOSS BEFORE INCOME TAXES (1,113,155) (4,502,645)

Provision for income taxes (Notes 3i and 9) - -
----------- -----------
NET LOSS $(1,113,155) $(4,502,645)
=========== ===========

BASIC LOSS PER SHARE (Note 3j) $(0.31) $(1.69)
====== ======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 3j) 3,627,133 2,662,013
=========== ===========

</TABLE>

See accompanying notes

F - 9
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
---------------------------------------------

<TABLE>
<CAPTION>
Additional Deferred Total
Common Common Paid-in Financing Accumulated Stockholders'
Shares Amount Capital Costs Deficit Deficit
--------- ------ ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996 1,892,641 $1,892 $ 4,000,700 $ (360,000) $(6,639,003) $(2,996,411)

Amortization of imputed interest -
convertible debt - - - 360,000 - 360,000
Conversion of debt into common stock
by creditor 320,288 320 455,938 - - 456,258
Imputed interest - convertible debt - - 426,715 - - 426,715
Issuance of common stock for imputed
interest 67,000 67 301,433 - - 301,500
Issuance of common stock for services
rendered 285,500 286 1,330,964 - - 1,331,250
Waiver of compensation payable to
founder - - 27,333 - - 27,333
Imputed interest attributable to
warrants issued and loans - - 202,500 - - 202,500
Proceeds from Company's initial
public offering 700,000 700 3,341,744 - - 3,342,444

Net loss - - - - (4,502,645) (4,502,645)
--------- ------ ----------- ----------- ------------ ------------
Balance at December 31, 1997 3,265,429 3,265 10,087,327 - (11,141,648) (1,051,056)

Issuance of common stock for
services rendered 327,479 328 285,869 - - 286,197
Shares issued in private offering
of securities 1,560,000 1,560 1,168,440 (1,170,000) - -
Costs associated with offering
of securities - - (35,000) - - (35,000)
Amortization of interest - private
offering - - - 140,400 - 140,400

Net loss - - - - (1,113,155) (1,113,155)
---------- ------ ----------- ----------- ------------ -----------
BALANCE AT DECEMBER 31,
1998 5,152,908 $5,153 $11,506,636 $(1,029,600) $(12,254,803) $(1,772,614)
========= ====== =========== =========== ============ ===========

</TABLE>

See accompanying notes

F - 10
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
STATEMENTS OF CASH FLOWS
------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,113,155) $(4,502,645)
Adjustments to reconcile net
loss to net cash used in operating activities:
Depreciation and amortization 6,020 14,675
Allowance for doubtful accounts (15,916) (4,835)
Imputed interest 140,400 1,327,051
Compensation expense attributable to issuance of common
stock for services rendered 286,197 1,325,250
Compensation expense attributable to issuance of common
stock and stock options - 6,000
Forgiveness of debt (186,221) -
Changes in operating assets and liabilities:
Decrease in accounts receivable 15,144 53,454
Decrease in inventories 88,528 103,709
(Increase) in prepaid expenses and other current assets (4,745) (714)
Increase (decrease) in accounts payable 175,501 (130,986)
Increase (decrease) in accrued expenses and other liabilities 84,871 (12,920)
---------- -----------
Net cash used in operating activities (523,376) (1,821,961)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Refund of security deposits 3,788 14,023
Purchases of fixed assets (1,513) -
Deposits and costs relating to potential acquisition (187,179) -
---------- -----------
Net cash (used in) provided by investing activities (184,904) 14,023
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of stockholders notes - (123,750)
Net proceeds from issuance of common stock - 3,387,444
Costs associated with offering of securities (46,457) -
Payment of notes payable to related parties (45,000) (253,750)
Payment of capital lease obligations - (13,568)
Payment of line of credit (9,374) (14,130)
Proceeds from short-term loans 390,000 440,000
Repayment of short-term loans - (315,000)
Repayment of notes payable - trade creditors - (893,554)
---------- -----------
Net cash provided by financing activities 289,169 2,213,692
---------- -----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (419,111) 405,754

Cash and cash equivalents, at beginning of year 438,277 32,523
---------- -----------
CASH AND CASH EQUIVALENTS, AT END OF YEAR $ 19,166 $ 438,277
========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
(a) Interest paid $ - $267,369
Taxes paid - -

(b) During 1997, the Company converted $432,077 of trade
accounts payable to notes payable, respectively.
During 1997, the Company also converted $39,920
of accounts payable and $380,000 of notes payable
into common stock.
</TABLE>

See accompanying notes

F - 11
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 1 - ORGANIZATION:

New Yorker Marketing Corp., formerly Mike's Original, Inc., (the "Company")
was incorporated in Delaware in May 1994 as successor to Melanie Lane
Farms, Inc. ("Melanie Farms"), a New York corporation formed in 1993. In
June 1994, Melanie Farms was merged into the Company. As both entities were
under common control, the merger was accounted for in a manner similar to a
pooling of interests. On December 18, 1997, a new entity, New Yorker Frozen
Desserts, Inc., was incorporated in New York, as a wholly-owned subsidiary
of the Company, for the purpose of making acquisitions. On March 4, 1998,
the Company formed NATCO Brands Inc. for the purpose of operating licensing
agreements for the manufacture and distribution of branded desserts. Both
of these subsidiaries are currently inactive. In February 1999, subsequent
to the year end, the Company changed its name to New Yorker Marketing
Corp., approved by a shareholder vote in December 1998.

Effective December 31, 1995, the Company changed its fiscal year-end from
March 31 to December 31.

Since April 1, 1993, the Company has been engaged in the marketing and
distribution of super- premium ice cream products and licensed frozen
desserts. The Company initially marketed, sold and distributed Mike's
Original Cheesecake Ice Cream, a blend of ice cream and cheesecake
ingredients. This product line was offered in a variety of flavors mainly
to supermarkets and grocery stores and also, to a lesser extent, to
convenience stores, food service outlets and warehouse clubs. Since March
1998, sales of Mike's ice cream have been nominal. In June 1998, sales of
Mike's ice cream were reduced and the Company began distributing Veryfine
Frozen Juice Bars under an agreement between Veryfine and the Company's
subsidiary - New Yorker Frozen Desserts, Inc. See also Note 13f.

NOTE 2 - BASIS OF PRESENTATION:

The Company has incurred losses from operations since its inception in 1993
and, at December 31, 1998, has a stockholders' deficit and a working
capital deficit of $1,772,614 and $1,974,550, respectively. At December 31,
1997, the Company had a stockholders' deficit and a working capital deficit
of $1,051,056 and $1,062,651 respectively. Further, the Company is
continuing to incur operating losses from its limited operations

The circumstances described above raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in
regard to this matter are to change the emphasis of the Company's
operations from marketing and distributing super-premium ice cream products
to marketing and distributing frozen desserts that will include a line or
lines of super- premium ice cream products. Management hopes to accomplish
this plan through the strategic acquisition of distribution companies,
concentrated in large metropolitan areas, which will provide new brands and
customers, distribution expertise and an operations center that can absorb
future acquisitions. On December 18, 1997, and amended through July 20,
1998, the Company entered into agreements to acquire two such distributors.
The Company is engaged in discussions with nationally known companies to
obtain licenses to market and distribute product bearing the name of the
licensor. See Note 13f.

F - 12
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 2 - BASIS OF PRESENTATION (Continued):

These acquisitions and distribution licenses would be financed from an
additional offering of securities filed with the Securities and Exchange
Commission on November 13, 1998 and amended on January 22, 1999 (see Note
14). It is anticipated that the offering will close in the first quarter of
1999. If an offering cannot be consummated or other financing obtained, the
Company would not be able to continue operations. The Company does not have
sufficient cash on hand to meet its current obligations. The financial
statements do not include any adjustments that might result from this
uncertainty.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Use of Estimates in Financial Statement Presentation:

The preparation of these financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that could affect the amounts reported in these financial
statements and related notes. Actual results could differ from these
estimates.

(b) Inventories:

Inventories are stated at the lower of cost or market value, with cost
determined on a first-in, first out basis.

Fixed assets are stated at cost less accumulated depreciation. Depreciation
of fixed assets is recorded on a straight-line basis over their estimated
useful lives ranging from three to five years. Certain leased computer
equipment with rental payments for periods through 1998 have been
capitalized. These amounts are included in fixed assets within the
accompanying balance sheets and are being depreciated over the estimated
useful life of the equipment or term of the lease, whichever is shorter.

(d) Other Assets:

Costs related to trademark and organizational expenditures have been
deferred and are being amortized on a straight-line basis over five years.

(e) Revenue Recognition:

Revenue from the sale of products is recognized upon shipment. Sales are
presented net of distribution fees of $95,679 for the year ended December
31, 1997. In the year ended December 31, 1997 a significant portion of the
Company's sales was made to one distributor pursuant to a distribution
agreement which provides for the payment of distribution fees based upon a
percentage of sales, price protection and certain rights of return on
product unused by third parties. A provision for such costs is made as
revenue is recognized; however, costs relating to price protection have not
been material to date. This distribution agreement was terminated by the
distributor in September 1997.

F - 13
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

(f) Advertising:

Advertising costs are charged to operations when incurred. Advertising
costs charged to operations were $2,000 and $93,000 for the years ended
December 31, 1998 and 1997, respectively.

(g) Introductory Programs:

Payments for introductory programs are made to certain customers
(supermarkets and other food chain retailers) in exchange for the Company
obtaining retail shelf space and are charged to operations when the Company
initially ships products to customers under such agreement. No costs of
introductory programs are deferred as of December 31, 1998 and 1997.

(h) Research & Development:

Research & development expenditures, primarily for product development, are
expensed as incurred.

(i) Income Taxes:

Deferred income taxes are recognized for temporary differences between the
financial statement and income tax bases of assets and liabilities and loss
carryforwards for which income tax benefits are expected to be realized in
future years. A valuation allowance has been established to offset the
deferred tax assets since it is not "more likely than not" that such
deferred tax assets will be realized. The effect on deferred taxes of a
change in tax rates is recognized in income in the period that includes the
enactment date.

(j) Income Per Common Share:

The Company has adopted SFAS 128 "Earnings Per Share" ("SFAS 128"), which
has changed the method of calculating earnings per share. SFAS 128 requires
the presentation of "basic" and "diluted" earnings per share on the face of
the income statement. Loss per common share is computed by dividing the net
loss by the weighted average number of common shares and common equivalent
shares outstanding during each period.

(k) Statements of Cash Flows:

For the purpose of the statements of cash flows, the Company considers all
highly liquid investments purchased with a remaining maturity of three
months or less to be cash equivalents.

F - 14
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

(l) New Accounting Pronouncements:

SFAS 130 "Reporting Comprehensive Income" is effective for years beginning
after December 15, 1997. This statement prescribes standards for reporting
comprehensive income and its components. Since the Company currently does
not have any items of other comprehensive income, a statement of
comprehensive income is not yet required.

SFAS 131 "Disclosures About Segments of an Enterprise and Related
Information", is effective for years beginning after December 15, 1997. The
Company does not presently believe that it operates in more than one
identifiable segment.

(m) Impact of the Year 2000 Issue:

The year 2000 issue ("Y2K") is the result of computer programs being
written using two digits rather than four to define the applicable year.
Any of the Company's computer programs that have date-sensitive software
may recognize a date using "00" as the year 1900 rather than the year 2000.
This could potentially result in a system failure or miscalculations
causing disruption of operations, including, among other things, a
temporary inability to process transactions, send invoices, or engage in
other similar normal business activities. The Company's current accounting
system was purchased "off-the-shelf,""and this will be replaced, if
necessary, by Y2K compliant software and hardware available from retail
vendors at reasonable cost. The Company has not yet contacted other
companies on whose services it depends to determine whether such companies'
systems are Y2K compliant.

NOTE 4 - INVENTORIES:

Inventories consist of the following as of December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
------- --------
<S> <C> <C>
Finished goods $37,255 $143,899
Raw materials 18,116 -
------- --------
$55,371 $143,899
======= ========
</TABLE>
F - 15
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 5 - FIXED ASSETS:

Fixed assets consist of the following as of December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Computer equipment $29,447 $29,447
Office equipment 7,513 6,000
36,960 35,447
Less: accumulated depreciation 35,750 31,942
------- -------
$ 1,210 $ 3,505
======= =======
</TABLE>

NOTE 6 - OTHER ACCRUED LIABILITIES:

Other accrued liabilities consist of the following as of December 31, 1998
and 1997:
<TABLE>
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
Accrued distribution fee $ - 1,499
Accrued interest payable
(Notes 7 and 8) 143,998 124,288
Other accrued expenses 13,475 12,035
-------- --------
$157,473 $137,822
======== ========
</TABLE>

NOTE 7 - NOTES PAYABLE TO RELATED PARTIES:

During the fiscal year ended March 31, 1994, the Company borrowed $100,000
from a shareholder of the Company. This loan, which was originally due on
demand, was formalized in the form of a promissory note during September
1995. In April 1996, the maturity date of the $100,000 obligation was
revised to occur subsequent to the repayment of the promissory note issued
in April 1996 as further described in Note 8. The loan was non-interest
bearing through April 1994. From May 1994 through maturity, interest
accrues at an annual rate of 6% and is payable upon maturity. In September
1996, the maturity date of this promissory note was revised to occur the
earlier of: (i) February 1, 1998 or (ii) upon the occurrence of events
defined by the note as a "Change in Control." The Company has not repaid
this note and is currently negotiating to satisfy this liability with a
payment of $25,000. Accrued interest payable related to this note amounted
to $33,491 at December 31, 1998.

F - 16
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 7 - NOTES PAYABLE TO RELATED PARTIES (Continued):

During the fiscal year ended March 31, 1995, the Company issued two
promissory notes of $25,000 each to an investor, who is related to the
founder of the Company, which were originally due in November and December
1998, respectively. The Company repaid $25,000 of these notes in April
1995. In September 1995, the maturity date of the outstanding promissory
note was revised to occur the earlier of the Company receiving proceeds
from a securities offering or June 1, 1996. In April 1996, the maturity
date of the outstanding promissory note was revised to occur subsequent to
the repayment of the promissory note issued in April 1996 as further
described in Note 8. In September 1996, the maturity date of this
promissory note was revised to occur the earlier of: (i) February 1, 1998
or (ii) upon the occurrence of events defined by the note as a "Change in
Control." Interest accrues at an annual rate of 6% and is payable at the
maturity date of the note. On May 1, 1998, these notes along with accrued
interest were reduced to $11,250 and fixed at that amount with $6,250 to be
paid at the closing of the offering of securities contemplated in 1999. The
other $5,000 is to be paid from the proceeds of additional offerings of
securities closed prior to April 30, 2001. This forgiveness of debt is part
of a settlement reached with the founder.

On May 30, 1996, the Company received loans aggregating $100,000 from two
stockholders. The loans were originally due on demand bearing interest at a
rate of 10%. In September 1996, the maturity date of these promissory notes
was revised to occur the earlier of: (i) twenty-four months from the date
of the loans, or (ii) the date the Company successfully consummates an
initial public offering of securities of the Company, but only to the
extent that the over-allotment option is exercised in such offering and
only from the proceeds received by the Company from the exercise of the
over-allotment option. These notes are still outstanding at December 31,
1998. Accrued interest payable related to these notes amounts to $25,833
and $15,833 at December 31, 1998 and 1997, respectively.

During the fiscal year ended March 31, 1994, the Company obtained loans
from the founder of the Company, and issued promissory notes of $40,000 and
$15,000 which were payable in May and June 1998, respectively. Interest
accrued at an annual rate of 8% and was payable at the maturity date of the
notes. On August 28, 1996, the founder of the Company was issued an
additional promissory note of $206,250. The funds that the founder lent the
Company were a result of the founder selling 183,333 shares of his stock to
an investor at a price of $1.12 per share. This loan bears interest at an
annual rate of 8% and was originally payable the earlier of: (i) thirteen
months from the date of the loan, or (ii) the successful consummation of an
initial public offering of securities of the Company, but only to the
extent that the over-allotment option is exercised in such offering and
only from the proceeds received by the Company from the exercise of the
over-allotment option. In September 1996, the maturity date of this
promissory note was revised to occur twenty-four months from September 30,
1996. In addition, the revised promissory note provides that one-half of
the note will be paid with accrued interest in the event the Company
successfully consummates an initial public offering of securities of the
Company, but only to the extent that the over-allotment option is exercised
in such offering and only from the proceeds received by the Company from
the exercise of the over-allotment option. On May 1, 1998, these two notes
along with accrued interest were reduced to $180,386 and fixed at that

F - 17
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 7 - NOTES PAYABLE TO RELATED PARTIES (Continued):

amount with $70,336 to be paid at the closing of the offering of securities
contemplated in 1999 and 12 monthly payments of $5,000 effective May 1998.
The other $50,000 is to be paid from the proceeds of additional offerings
of securities closed prior to April 30, 2001. This forgiveness of debt is
part of a settlement agreement reached with the founder. The Company is
current in its monthly payments of $5,000, and at December 31, 1998, the
outstanding balance was $135,336.

In August and September 1996, the Company received three loans from a
stockholder aggregating $253,750. A portion of the funds that this
shareholder lent the Company was a result of the shareholder selling shares
of his stock to investors. In August 1996, this shareholder sold 38,889
shares of his stock at a price of $1.12 per share. In September 1996, the
shareholder sold 23,333 shares of his stock at a price of $1.50 per share.
During 1997 the Company repaid the entire balance of $253,750 plus interest
accrued (at an annual rate of 8%), to the date of repayment of $18,162.

As of December 31, 1998 and 1997, loans payable to related parties
aggregated $346,586 and $486,250, respectively. Interest accrued and unpaid
at December 31, 1998 and 1997 aggregated $59,324 and $90,455, respectively.

NOTE 8 - NOTES PAYABLE - OTHER:

In April 1996, the Company issued a promissory note in the amount of
$830,275 in exchange for certain trade accounts payable. The Company was
required to make payments in monthly installments beginning May 1996
consisting of: (i) accrued interest, and (ii) principal in the amount of
$12,000. In addition to these monthly installments, the Company was
required to pay additional amounts upon the occurrence of certain events.
In the event the Company did not complete an initial public offering, the
note was due in full on December 31, 1996. Interest on the promissory note
accrues at the prime rate plus 1% per annum. This note is collateralized by
substantially all of the assets of the Company. The balance of this note
was $710,275 at December 31, 1996. Accrued interest payable related to this
note amounted to $2,738 at December 31, 1996. In April 1997, the terms of
the note were amended to provide for payments to the lender, from the
proceeds of the Company's initial public offering, in the amount of
$575,000 with the balance of $135,275 payable on December 31, 1997. In the
event that the initial public offering was not completed by June 1, 1997,
all amounts outstanding will then become immediately due and payable in
full. Further, in April 1997, the Company issued a $221,550 convertible
note due December 31, 1998 in exchange for a like amount of trade payables.
The convertible note bears interest at 10% per annum, payable at maturity,
and is convertible by the holder into the Company's common stock at a
conversion rate of $3.00 principal amount for each share of common stock at
the option of the holder at any time prior to maturity. In June 1997, the
Company renegotiated the terms of this agreement. The renegotiated terms
provide that if the Company's initial public offering is not completed by
July 15, 1997, all amounts will then become immediately due and payable in
full. In addition, the balance due to the lender from the proceeds of the
Company's initial public offering was increased from $575,000 to $595,000
and the principal balance of the convertible note due December 31, 1998 was
reduced to $201,000. On August 8, 1997, at the closing of the initial

F - 18
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 8 - NOTES PAYABLE - OTHER (Continued):

public offering, the principal amount plus all accrued interest was paid.
At December 31, 1998, $115,275 plus accrued interest of $15,280 of the
convertible note remain unpaid. During 1997, the Company issued an
additional 10% promissory note to this vendor in the amount of $193,033 in
exchange for a like amount of trade payables, which amount is still
outstanding at December 31, 1998, plus accrued interest of $28,955. The
creditor has agreed to accept payment of $190,000, to satisfy these notes
plus accrued interest, if such payment is made by April 10, 1999. The
Company plans to make that payment from the proceeds of the proposed
offering (see Note 14).

On August 20, 1996, the Company issued a promissory note in the amount of
$289,482 in exchange for certain trade accounts payable and inventories.
The note bears interest at a rate of 10% per annum and was payable on or
before November 15, 1996. The balance of this note was $210,283 at December
31, 1996. On December 31, 1996, the Company was not in compliance with the
terms of the note, however, the vendor amended the agreement to permit the
Company to be in compliance with such terms at December 31, 1996. In
February 1997, the Company issued a second promissory note in the amount of
$20,000 in exchange for a like amount of trade payables. In April 1997, the
lender agreed to extend the due date of such notes to the earlier of June
1, 1997 or the closing of the Company's initial public offering. In the
event the Company completed its initial public offering by June 1, 1997,
the lender agreed to extend the due date of the then outstanding $96,000 of
principal to December 31, 1998. If such amount is extended, the lender has
the right to convert such amount into 32,000 shares of the Company's common
stock at any time prior to maturity. At December 31, 1998, $96,000 of the
convertible note plus accrued interest of $11,394 remain unpaid.

In December 1996, the Company issued a $225,000 promissory note to an
investor bearing interest at the rate of 8% per annum. This note was
payable in full the earlier of: (i) December 31, 1997 or (ii) five days
after the closing date of an initial public offering. In lieu of receiving
payment, the investor had the right to convert this promissory note within
five days of the closing of such initial public offering into 200,000
shares of common stock of the Company, par value $.001 per share. Imputed
interest resulting from the difference between the estimated fair value of
the Company's common stock and the conversion price has been provided for
and was charged to operations over the period this note first became
convertible. Interest expense of $360,000 was recognized by the Company
during the three months ended March 31, 1997, which represented the
amortization of the imputed interest associated with this transaction. In
April 1997, the investor elected to convert this note.

In January 1997, the Company issued a convertible promissory note to an
investor bearing interest at the rate of 8% per annum, in the principal
amount of $100,000. This convertible note is to be paid in full the earlier
of five days after the closing of an initial public offering or January 31,
1998. In April 1997, the investor converted the note into 78,431 shares of
the Company's common stock. Interest expense of $252,940 representing the
difference between the estimated fair value of the Company's common stock
and the conversion price was recognized during the three months ended March
31, 1997.

F - 19
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 8 - NOTES PAYABLE (Continued):

In March 1997, the Company issued a $50,000 promissory note to an investor
bearing interest at the rate of 10% per annum. This note is payable on
demand on or after May 12, 1997. As additional consideration for this loan,
the Company issued the lender 2,000 shares of its common stock. These
shares were valued at $4.50 per share, the estimated fair market value of
the stock at the date of issuance. On April 3, 1997, the lender converted
$25,000 of the outstanding note balance into 12,500 shares of the Company's
common stock. An interest charge of $31,000 representing the difference
between the estimated fair value of the Company's common stock and the
value the Company ascribed to these shares on the date of issuance was
recognized by the Company upon conversion. In June 1997, the lender agreed
to extend the maturity date of the outstanding note balance to the earlier
of July 31, 1997 or the completion of the Company's initial public
offering. This note was fully repaid in August 1997, together with interest
accrued to the date of payment.

In May 1997, the Company negotiated with a creditor in connection with
trade accounts payable balances owed to this creditor aggregating $60,000.
The creditor agreed that the Company would repay $30,000 of this balance
upon completion of an initial public offering. The Company issued a
convertible promissory note for the remaining outstanding balance of
$30,000 bearing interest at the rate of 10% per annum. The note was payable
in full on December 31, 1998. As of December 31, 1998, $30,000 plus accrued
interest of $5,000 remained unpaid. In lieu of receiving payment, the
creditor has the right to convert this promissory note, at any time prior
to the maturity date, into 10,000 shares of common stock of the Company.

In May and June 1997, the Company issued three promissory notes to
investors bearing interest at the rate of 12% per annum in the aggregate
principal amount of $150,000. These notes are payable in full the earlier
of: (i) July 31, 1997 or (ii) on the date of an initial public offering. In
connection with these transactions, the Company issued an aggregate of
75,000 warrants, expiring July 31, 2000, to these investors to purchase
75,000 shares of the Company's common stock at a price of $3.00 per share.
These notes were paid in full in August 1997, together with interest
accrued to the date of payment.

From July through November 1998, the Company issued an aggregate of 7.8
private placement units, each unit consisting of $50,000 principal amount
of private placement notes and 200,000 shares of the Company's common
stock. The notes, aggregating $390,000, bear interest at the rate of 12%
per annum and are payable on the earlier of December 1, 1999 or the closing
of the proposed offering. Accrued interest at December 31, 1998 amounted to
$12,444 (see also Note 10).

F - 20
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 9 - INCOME TAXES:

A reconciliation between the actual income tax (benefit) and
the amount computed by applying the statutory Federal income tax rate
to the loss before taxes is as follows:
<TABLE>
<CAPTION>

1998 1997
---------- ------------
<S> <C> <C>
Tax expense (benefit) at statutory Federal
income tax $(378,000) $(1,532,000)
Nondeductible compensation 98,000 450,000
Net operating loss not currently utilizable 280,000 1,082,000
--------- -----------
$ - $ -
========= ===========

The tax effects of temporary differences and loss carryforwards giving
rise to deferred tax assets and liabilities are as follows:

1998 1997
---------- ------------

Net operating loss and other carryforwards $3,268,000 $ 2,890,000
Bad debts - 5,000
Depreciation/amortization - 1,000
Deferred compensation 350,000 276,000
----------- -----------
3,618,000 3,172,000
Valuation allowance (3,618,000) (3,172,000)
----------- -----------
$ - $ -
=========== ===========
</TABLE>

The Company anticipates that for the foreseeable future it will continue to
be required to provide a 100% valuation allowance for the tax benefit of
its net operating loss carryforward and temporary differences as the
Company cannot presently predict when it will generate sufficient taxable
income to utilize such deferred tax assets.

At December 31, 1998 and 1997, Company had net operating losses available
to carry forward of approximately $9,300,000 and $8,500,000 respectively,
for tax purposes. Such net operating loss carryforwards expire through the
year ending 2014. No benefit has been recorded for such loss carryforwards
since realization cannot be assured. The Company's use of its net operating
loss carryforwards is limited as the Company is deemed to have undergone an
ownership change as defined in Internal Revenue Code Section 382.

NOTE 10 - STOCKHOLDERS' EQUITY:

On May 30, 1996, the Board of Directors authorized a reverse stock split in
the ratio of one common share for every six and one-half common shares
outstanding as of that date. In addition, on such date, the Board of
Directors approved an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of the Company's
common stock from 3,076,923 to 20,000,000 shares. On February 6, 1997, the
Board of Directors authorized a reverse stock split in the ratio of two
common shares for every three common shares outstanding as of February 7,
1997. The reverse splits and changes in authorized capital have been
retroactively reflected for all periods presented.

F - 21
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 10 - STOCKHOLDERS' EQUITY (Continued):

During June 1996 through September 1996, the Company completed a Private
Placement Offering pursuant to Rule 506 of the Securities Act of 1933
consisting of the sale of 61.5 units (the "Second Private Placement"). Each
unit consisted of a $2,500, 12% subordinated promissory note and 7,500
shares of common stock at an offering price of $25,000 per unit. The note
balance at December 31, 1996 which resulted from this Second Private
Placement was $153,750. These notes mature on the earlier of: (i) July 31,
1997, or (ii) the closing date of the initial public offering. Accrued
interest payable related to these notes amounted to $7,688 at December 31,
1996. In April 1997, $30,000 of such notes, as well as $2,100 of accrued
interest, were converted to 16,050 shares of the Company's common stock.
The balance was repaid upon the successful completion of the Company's IPO
in July 1997.

In March 1997, the Company in connection with entering into a two-year
exclusive East coast manufacturing agreement, issued 35,000 shares of its
common stock. These shares were valued at $4.50 per share, the estimated
fair market value of the stock at the date of issuance. Pursuant to the
agreement, the manufacturer agreed to provide $250,000 of 21-day credit
terms. Further, the Company was obligated to pay the manufacturer $150,000
against existing amounts owed by April 30, 1997. In the event such amount
was not paid, the Company was obligated to issue an additional 30,000
shares of its common stock to the manufacturer. These additional shares
were issued to the manufacturer in May 1997.

In May 1997, the Company issued 100,000 shares of its common stock to its
legal counsel for services rendered during March and April of 1997. These
shares were valued at $4.50 per share, the estimated fair value of the
stock at the date of issuance and, accordingly, $450,000 was charged to
operations during the year ended December 31, 1997.

In June 1997, the Company issued 13,307 shares of its common stock to
certain individuals in settlement of amounts owed to these individuals
aggregating $39,921. An interest charge of $19,961 representing the
difference between the estimated fair value of the Company's common stock
and the value the Company ascribed to these shares on the date of issuance
was recognized by the Company in the year ended December 31, 1997.

On July 31, 1997, the Company completed its Initial Public Offering ("IPO")
of 700,000 units sold to investors on the OTC Bulletin Board at $6.20 per
unit for aggregate gross proceeds of $4,340,000. Each unit contained one
share of common stock and two Class A warrants to purchase one share of
Common Stock each at $5.00 per share. The Company realized net proceeds of
$3,342,444.

In August 1997, the Company issued 35,500 shares of common stock as
compensation for professional fees rendered aggregating $206,250.

F - 22
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 10 - STOCKHOLDERS' EQUITY (Continued):

In February 1998, the Company issued 30,000 shares of non-restricted common
stock as compensation for consulting services to be rendered in 1998. The
Company charged $88,800 to operations based upon the market value of the
stock at the time of issuance. The Company also issued 29,979 shares of
common stock to this consultant in lieu of monthly payments aggregating
$33,333, due under an agreement. In August 1998, the Company issued 97,500
shares of restricted common stock as compensation for professional services
rendered. These shares were valued at 50% of the market price at the time
of issuance and, accordingly, $36,564 was charged to operations.

In October 1998, the Company issued 170,000 shares of common stock (valued
at 75% of the proposed public offering price - see Note 14), to two
directors as compensation for prior services rendered. The Company charged
$127,500 to operations.

In November 1998, the Company issued 1,560,000 shares of common stock,
valued at $0.75 per share, as additional interest in connection with the
private placement notes (see Note 8). The aggregate value of $1,170,000,
was deemed a financing charge, and is being amortized over the term of the
notes, one year. Amortization expense for the year ended December 31, 1998,
aggregated $140,400.

NOTE 11 - STOCK OPTION PLANS:

At December 31, 1997, the Company has two stock-based compensation plans,
which are described below. The Company utilizes APB Opinion 25, "Accounting
for Stock Issued to Employees" and related interpretations in accounting
for stock options issued to employees. The Company applies Statement of
Financial Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for
Stock-Based Compensation," in accounting for stock options issued to
non-employees. No options were granted under these plans during 1998 or
1997.

Had compensation cost for employees been determined based on the fair value
at the grant dates consistent with the methodology of SFAS No. 123
(Black-Scholes option valuation model), the Company's net loss and net loss
per share would have been increased to the pro forma amounts indicated:

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1998 1997
----------- -----------
<S> <C> <C>
Net loss:
As reported $(1,113,155) $(4,502,645)
Pro forma (1,146,550) (4,732,943)
Net loss per share:
As reported $(.31) $(1.69)
Pro forma (.32) (1.78)
</TABLE>

F - 23
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 11 - STOCK OPTION PLANS (Continued):

In August 1995, the Company formally adopted a Long-Term Incentive Plan
(the "1995 Plan"), which provides that the Company may grant certain key
employees or consultants either stock options, stock appreciation rights,
restricted stock, performance grants or other Company securities (the
"Awards"). The 1995 Plan, as amended, authorizes the issuance of a maximum
of 433,333 shares of common stock. As of December 31, 1998, the Company has
granted an aggregate of 306,667 options to purchase common stock with
exercise prices ranging from $1.50 to $3.00 under this Plan. At December
31, 1998 and 1997, options exercisable under this plan were 306,667. None
of these options have been exercised to date. Options granted under this
plan are exercisable six months from date of grant and expire 10 years from
date of grant.

On October 15, 1996, the Company's Board of Directors approved a 1996
Non-qualified Stock Option Plan ("Non-qualified Plan") for officers,
directors, employees and consultants of the Company. The Plan, as amended,
authorizes the issuance of up to 500,000 shares of common stock. As of
December 31, 1998, the Company has granted 478,332 options to purchase
shares of common stock under the Non-qualified Plan at an exercise price of
$1.50. None of the stock options granted have been exercised to date.
Options granted under this plan are exercisable six months from date of
grant and expire 10 years from date of grant.

A summary of stock option activity related to the Company's Plans is as
follows:
<TABLE>
<CAPTION>

Weighted
Average 1996
1995 Plan Exercise Non-qualified Plan
Shares Price Range Price Shares Price Range
------ ----------- -------- ------ -----------

<S> <C> <C> <C> <C> <C>
Outstanding at January 1, 1996 - -
Granted during 1996 256,667 $1.50 - $3.00 $1.69 396,666 $1.50
------- -------
Outstanding at December 31, 1996 256,667 $1.50 - $3.00 $1.69 396,666 $1.50
Granted during 1997 50,000 $1.50 $1.50 81,666 $1.50
------ ------
Outstanding at December 31, 1997
and 1998 306,667 $1.66 478,332 $1.50
======= =======
Exercisable at December 31, 1997
and 1998 306,667 $1.50 - $3.00 $1.69 478,332 $1.50
======= =======
</TABLE>

F - 24
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK:

The carrying amounts of cash, accounts receivable, accounts payable and
other accrued liabilities are estimated to approximate their fair value.
The Company believes that it is not practicable to estimate the value of
its debt obligations due to its current financial condition.

Concentration of credit risk with respect to trade accounts receivable
exists as the Company sells products primarily to one distributor. The
Company performs periodic credit evaluations of its customers' financial
condition and does not require collateral or other security. The
distributor referred to in Note 3e accounted for approximately 91% of the
Company's sales for the year ended December 31, 1997. As of December 31,
1997, the Company no longer sells to this distributor and there are no
amounts uncollected.

The Company's products have historically been manufactured by independent
facilities. These facilities have ceased manufacturing on behalf of the
Company due to the fact that these facilities are owed substantial sums of
money by the Company.

NOTE 13 - COMMITMENTS AND CONTINGENCIES:

(a) Lease Commitments:

The Company is currently renting office space on a month to month basis.
The monthly rent expense is $650. Rent expense for the years ended December
31, 1998 and 1997 aggregated $27,049 and $32,160, respectively.

(b) Employment Contracts:

The Company had employment agreements with the founder and another employee
which provided for annual base salaries of $125,000 and $40,000,
respectively, and expire, as amended, in June 2001 and June 1998,
respectively. During the year ended December 31, 1996, these individuals
voluntarily waived all rights to receive the accrued salaries payable to
them aggregating $110,565 and, accordingly, such amount was recorded as a
contribution to the Company's additional paid-in capital. Further, in April
1997, the founder agreed to waive an additional $27,333 of accrued salary
through February 28, 1997. In December 1997 the employee whose contract
expired in June 1998, agreed to modify the agreement and be compensated on
an hourly basis which is anticipated to produce substantially lower
compensation. The agreements with the founder and another employee have
been terminated as part of a settlement agreement which includes the
repayment of debt by the Company (See Note 7). Under the terms of the
settlement dated May 1, 1998, the Company agreed to repay debt as
previously discussed, along with an auto lease and health insurance.

F - 25
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 13 - COMMITMENTS AND CONTINGENCIES (Continued):

(b) Employment Contracts (continued):

In March 1997, the Company entered into a two-year employment agreement
with its Vice- President - Finance which provided for an annual base salary
of $95,000 for the first year and $105,000 for the second year. In November
1997, this employee resigned, however remained as a member of the Board of
Directors.

On July 16, 1997, the Company entered into an employment agreement with its
Vice-President Marketing. The agreement provided for an annual base salary
of $115,000, plus an incentive bonus. This agreement was for an initial
term of one year from the effective date of the initial public offering of
the Company's securities. Options were granted to purchase 66,667 shares of
the Company's common stock at an exercise price of $1.50 per share. The
Company was responsible for up to $25,000 of expenses related to the
employee traveling to and from Buffalo, NY, temporary living and other such
amounts necessary for the employee to devote his full time employment to
the Company. The agreement also provided for an automobile allowance of
$650 per month. On September 15, 1998, this employee was terminated due to
the limited operations of the Company.

On March 1, 1994, the Company entered into a consulting agreement with an
investor (the "Investor"), whereby the Company shall pay the Investor
$75,000 for the first year ended March 31, 1995, $100,000 for the second
year and $125,000 for the third year. The Company recorded accrued
consulting expense of $89,585 during the year ended December 31, 1996. In
September 1996, this investor voluntarily waived all rights to receive the
consulting fee payable to him and accordingly, the aggregate amount waived,
$247,917 has been reflected as a contribution to additional paid-in
capital.

In November 1996, this consulting agreement was superseded by a new
agreement. The new agreement provides that beginning January 1, 1997, the
Company will pay consulting fees to the Investor at the rate of $125,000
per annum for a three-year period. However, no monies will be paid to this
Investor until such time as the Company shall consummate a private or
public offering of its securities for not less than $2,000,000 in gross
proceeds.

In April 1997, the November 1996 consulting agreement was terminated and,
in consideration for such termination, the Company issued 150,000 shares of
its common stock to the consultant. At March 31, 1997, accrued compensation
payable to this consultant aggregated approximately $31,000. In April 1997
the Company recognized a charge to operations of approximately $644,000
based upon the estimated fair market value of the shares issued to the
consultant.

During the year ended December 31, 1996, the Company entered into a
consulting agreement with an entity that will provide sales and marketing
advisory and consulting services to the Company. This entity will receive
30,000 shares of common stock (see Note 10), an annual consulting fee of
$50,000 and has received options to purchase 133,333 shares of the
Company's common stock at $1.50 per share expiring October 15, 2006. One
third of such options become exercisable at the end of each successive
six-month period. At December 31, 1997, options to purchase 88,889 common
shares were exercisable.

F - 26
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 13 - COMMITMENTS AND CONTINGENCIES (Continued):

In August 1998, the Company entered into a consulting agreement with an
individual to provide financial services. This agreement calls for weekly
payments of $1,850 plus reasonable expenses and the issuance of 97,500
shares of the Company's common stock. The Company recorded an expense of
$36,564 in connection with the issuance of those shares.

(d) Line of Credit:

In December 1995, the Company obtained an unsecured line of credit for
$25,000. Borrowings under this line bear interest at 15% per annum.
Borrowings outstanding under this line at December 31, 1997 were $9,374,
which amount was repaid during 1998.

(e) Legal Proceedings:

The Company is subject to various legal proceedings, claims and liabilities
which have arisen as a result of the Company's inability to satisfy its
liabilities. In the opinion of management, the amount of such liabilities,
including applicable interest, has been provided for with respect to these
actions, in the aggregate of $160,000. In addition, the Company is subject
to two additional actions brought by (i) Darigold, Inc., which seeks
damages in the amount of $59,379 arising from the Company's alleged failure
to accept return of product and (ii) Lee's Marketing which seeks $128,354
for services allegedly performed in 1996. The Company intends to deny these
allegations and to vigorously defend these actions. The Company has not
recorded any potential liability arising from these two actions.

(f) Acquisitions:

On July 20, 1998, the Company entered into two agreements to acquire
companies engaged in the full service distribution of ice cream in the New
York Metropolitan area. In exchange for all the assets of New Yorker Ice
Cream Corp., the Company will pay (i) $515,000 at closing, (ii) $150,000
payable in six months with interest at 8% per annum, (iii) issuance of
650,000 shares of the Company's common stock and (iv) will assume an
existing obligation of $695,000, paying $200,000 at closing, and the
remaining $495,000 over four years with interest at 8% per annum. In
exchange for all the assets of Jerry's Ice Cream Co., Inc., the Company
will pay $255,000 at closing, $50,000 payable in six months with interest
at 8% per annum and 170,000 shares of the Company's common stock.

In connection with these acquisitions, the Company entered into an
agreement with an unrelated third party that provides for a finder's fee in
the amount of 1,500,000 shares of the Company's common stock and 750,000
options to purchase additional shares at an exercise price of $1.50, which
amounts are payable upon the closing of the acquisitions. All future
acquisitions introduced by this third party, will involve similar fee
arrangements to be negotiated prior to the closing of each transaction.

F - 27
<PAGE>
NEW YORKER MARKETING CORP.
--------------------------
(formerly Mike's Original, Inc.)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------

NOTE 13 - COMMITMENTS AND CONTINGENCIES (Continued):

(f) Acquisitions (continued):

As of December 31, 1998, the Company had (i) made payments to the sellers
aggregating $90,000 as required per the terms of the agreements, (ii)
deposited $38,243 towards the purchase of new equipment and (iii) incurred
$58,936 of costs associated with these acquisitions.

The Company has also entered into five-year employment agreements with two
individuals to serve as President and Vice-President, which become
effective upon the closing of these acquisitions. These agreements provide
for annual payments of $126,000 and $115,500, respectively, issuance of
shares of common stock and bonus arrangements. The current President of the
Company will resign upon the closing of these acquisitions, and a
consulting agreement which provides for monthly payments of $5,000, will
then become effective.

(g) Government Regulation:

The Company is subject to regulation by various governmental agencies
regarding the distribution and sale of food products, including the FDA and
various state agencies. The Company believes that its marketing and
distributing operations comply with all existing applicable laws and
regulations.

(h) Insurance:

The Company's business exposes it to potential liability which is inherent
in the marketing and distribution of food products. The Company currently
maintains $2,000,000 of product liability insurance. The Company also
maintains $1,000,000 of general and personal injury insurance per
occurrence and $5,000,000 in the aggregate. If any product liability claim
is made and sustained against the Company and is not covered by insurance,
the Company's business and prospects could be materially adversely
affected.

NOTE 14 - PROPOSED PUBLIC OFFERING:

The Company has filed a Registration Statement with the Securities and
Exchange Commission to register 3,500,000 shares of common stock
(pre-split), at a price of $1.00 per share, or an aggregate of
approximately $2,800,000 of net proceeds. Proceeds from this offering will
be used to repay existing debt, including the promissory notes from the
private offering (see Note 8), acquire certain operating assets (see Note
13f) and for general working capital.

The proposed offering also covers the sale of 1,560,000 shares of common
stock held by certain shareholders. The Company will not receive any of the
proceeds from the sale of these shares.

In December 1998, the stockholders approved a reverse stock split in the
ratio of one common share for every five common shares outstanding. Such
reverse split will take effect upon the consummation of the Company's
proposed public offering.

F - 28
<PAGE>

Report of Independent Accountant

To The Stockholders of
New Yorker Ice Cream Corp.
-------------------------

I have audited the accompanying balance sheets of New Yorker Ice Cream Corp.,
as of December 1998 and December 31, 1997, and the related statements of
operations, stockholder's equity and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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. I believe that my audits provide a reasonable basis
for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of New Yorker Ice Cream Corp.,
as of December 31, 1998 and December 31, 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Sidney Neuhof
------------------------
Sidney Neuhof
Certified Public Accountant

February 15, 1999

F - 29
<PAGE>

NEW YORKER ICE CREAM CORP. PAGE (2)

BALANCE SHEETS
AS AT: DECEMBER 31, 1998 AND DECEMBER 31, 1997
-----------------------------------------------
<TABLE>
<CAPTION>

ASSETS
------
December 31, 1998 December 31, 1997
----------------- -----------------
<S> <C> <C>
CURRENT ASSETS
Cash in banks $ 20,697 $ --
Accounts receivable - net 295,259 251,964
Merchandise inventory - Note 1 197,100 184,612

Other current assets -- 10,979
-------- --------
Total current assets 513,056 447,555

FIXED ASSETS
Furniture and fixtures
Net of accumulated depreciation
of $520,157 for 1998 and
$494,915 for 1997 - Note 1 109,658 111,187

OTHER ASSETS
Intercompanies - Note 2 42,705 1,394

-------- --------
TOTAL ASSETS $665,419 $560,136
======== ========

LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------

CURRENT LIABILITIES
Bank overdraft $ - $ 28,979
Loans payable - bank - Note 3 100,000 100,000
Accounts payable and accrued expenses 347,774 347,692
-------- --------
Total current liabilities 447,774 476,671
OTHER LIABILITIES
Loans payable - long term Note 4 112,000 106,000
Officer Loan Note 5 123,443 -
-------- -------
235,443 106,000
STOCKHOLDER'S EQUITY
Capital stock
83.25 shares authorized, issued
and outstanding 26,750 26,750
Additional Paid-In-Capital 117,897 117,897
Treasury Stock (147,808) (147,808)
Retained Earnings (deficit) (14,637) (19,374)
-------- --------
Total stockholder's equity (deficit) (17,798) (22,535)
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $665,419 $560,136
======== ========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

F - 30
<PAGE>

NEW YORKER ICE CREAM CORP. PAGE (3)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED: DECEMBER 31, 1998 AND DECEMBER 31, 1997

1998 1997
---- ----

<S> <C> <C>
NET SALES - Note 8 $6,145,418 $6,498,430

COST OF GOODS SOLD 5,130,871 5,412,912
---------- ----------

GROSS PROFIT 1,014,547 1,085,518
---------- ----------

OPERATING EXPENSES 993,257 975,571
---------- ----------

INCOME BEFORE OTHER EXPENSES 21,290 109,947

OTHER EXPENSES:
Interest expense 16,553 15,852
---------- ----------

NET INCOME $ 4,737 $ 94,095
========== =========

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

F - 31
<PAGE>
NEW YORKER ICE CREAM CORP. PAGE (4)
STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
FOR THE YEARS ENDED: DECEMBER 31, 1998 AND DECEMBER 31, 1997

Additional Retained
Capital Paid In Treasury Earnings
Stock Capital Stock (Deficit) Total
------- ---------- -------- --------- -----
<S> <C> <C> <C> <C> <C>

Balance January 1, 1997 $26,750 $117,897 (147,808) (113,469) (116,630)

Net Income - - - 94,095 94,095
------- ------- ------- ------- -------
Balance - December 31, 1997 26,750 117,897 (147,808) (19,374) (22,535)

Net Income 4,737
------- -------- -------- -------- --------
Balance December 31, 1998 $26,750 $117,897 ($147,808) ($14,637) ($17,798)
======= ======== ========= ======= =======

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

F - 32
<PAGE>
NEW YORKER ICE CREAM CORP. PAGE (5)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED: DECEMBER 31, 1998 AND DECEMBER 31, 1997
<TABLE>
<CAPTION>

1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income $ 4,737 $ 94,095

Adjustments to reconcile net income to net
Cash provided by operating activities
Depreciation and Amortization 25,242 33,506
(Increase) in accounts receivable (43,295) (39,770)
(Increase) Decrease in inventory (12,488) 52,350
Decrease (Increase) in other current assets 10,979 (10,979)
(Increase) Decrease in bank overdraft (28,979) 28,979
Increase (Decrease) in accounts payable and
accrued expenses 82 (85,551)

Net cash used by operating activities -------- --------
(43,722) 72,630
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:

Fixed assets (23,713) (10,336)
Other assets - -
-------- --------
Net cash used in investing activities (23,713) (10,336)
-------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:

Intercompany net (41,311) (107,425)
Loans Net 6,000 41,000
Shareholder's Loans 123,443 -
-------- --------
Net cash provided by (used in) financing activities 88,132 (66,425)
-------- --------
NET INCREASE (DECREASE) IN CASH 20,697 (4,131)

CASH AT BEGINNING OF YEAR - 4,131
-------- --------
CASH AT END OF YEAR $ 20,697 $ 0
======== ========

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

F - 33
<PAGE>
PAGE (6)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

NOTE 1
------
HISTORY AND BUSINESS DESCRIPTION
--------------------------------
New Yorker Ice Cream Corp., was incorporated under the laws of the state of
New York on December 1, 1996.

The company distributes various types of ice cream products such as Haagen
Dazs and Baskin Robbins to retail stores and for food servicing. They also
sell to sub-distributors who work out of the company's facility. The company
adds 7% to 10% to the cost of the merchandise which is included in sales.

All of the shares of the company were purchased by Theodore Ketsoglou on May
13, 1991 from the estate of Joseph K. Ketsoglou.

In 1993 Mr. Theodore Ketsoglou sold all his stock to the The Kerry Group,
Inc., with The Kerry Group, Inc., assuming the outstanding note obligation due
to the estate in return for the ownership of New Yorker Ice Cream Corp.

The Kerry Group, Inc., is a management consulting company whose primary client
is New Yorker Ice Cream Corp. These financials do not include the financial
information of The Kerry Group, Inc. Mr. Theodore Ketsoglou is the 100%
shareholder of The Kerry Group, Inc.

USE OF ESTIMATES
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles require management to make estimates and assumptions
that affect the amounts reported in the financial statement and accompanying
notes. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENT
------------------------
All highly liquid investments with original maturities of three months or less
are considered to be cash equivalents.

F - 34
<PAGE>
PAGE (7)

NOTE 1 (Continued)
-----------------
INVENTORIES
-----------
Inventories are valued at the lower of cost or market, cost being determined
using the first in, first out (FIFO) method. All inventory are prepackaged
units which are available for sale.

PROPERTIES, RENTAL EQUIPMENT, AND DEPRECIATION
----------------------------------------------
Properties and rental equipment are carried at cost and are depreciated over
the estimated lives of such assets using the straight-line method. Leasehold
improvements are amortized over the shorter of the asset lives or the terms of
the respective leases.

Properties, Rental Equipment And Depreciation Schedule
------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
----------------------- -----------------------
Asset Accumulated Asset Accumulated
Value Depreciation Value Depreciation
----- ------------ ----- ------------
<S> <C> <C> <C> <C>
Freezer Cabinets $317,765 $263,198 $294,052 $244,988

Machinery 61,481 61,481 61,481 61,481

Office Equipment 8,997 8,901 8,997 8,901

Vehicles 55,122 53,740 55,122 52,765

Improvements 186,450 132,837 186,450 126,780
-------- -------- -------- --------
$629,815 $520,157 $606,102 $494,915
======== ======== ======== ========
</TABLE>

F - 35
<PAGE>
PAGE (8)

NOTE 2
------
INTERCOMPANIES - PARENT AND RELATED COMPANIES
---------------------------------------------
All intercompany loans are non-interest bearing and have no specified
repayment date. The outstanding balances are as follows:
<TABLE>
<CAPTION>
1998 1997
--------------------- -------------------

Due From Due To Due From Due To
-------- ------ -------- ------

<S> <C> <C> <C> <C>
(1) The Kerry Group, Inc. $100,224 - $104,483 -

(2) American Classic Inc. 150,893 - 105,323 -

(3) Tri K Realty Inc. - $100,000 - $100,000

(4) Silver Crown Ice Cream Inc. - 108,412 - 108,412
-------- -------- -------- --------
$251,117 $208,412 $209,806 $208,412
======== ======== ======== ========
</TABLE>

NOTE 3
------
LOANS PAYABLE BANK OF NEW YORK
--------------------------------
The company has a $100,000 line of credit with interest of 1% over existing
prime. The bank has taken through a UCC filing collateral on all New Yorker
Ice Cream Corp.'s receivables and fixed assets. There is no due date on the
loan as the bank makes a business evaluation each year on the credit
worthiness of the loan. Mr. Theodore Ketsoglou is a personal guarantor. The
interest rate at 12/31/98 was 9%.

NOTE 4
------
LOANS PAYABLE LONG TERM
-------------------------
The company owes $100,000 to Smaragda Tragellis (Mr. Ketsoglou's mother) with
interest accruing at 6% per annum.

F - 36
<PAGE>
PAGE (9)

NOTE 5
- ------
During 1998, Theodore Ketsoglou loaned the corporation $123,443. Mr. Ketsoglou
has indicated that the loan will not be repaid until all other liabilities are
satisfied. Accordingly, the loans have been classified at long-term.

NOTE 6
- ------
PROVISION FOR INCOME TAXES
- --------------------------

No provision for income taxes were made due to carry over tax losses.
<TABLE>
<CAPTION>
Schedule Of Federal Net Operating Loss
--------------------------------------
<S> <C> <C>
Net Operating Loss 1/1/97 ($159,042)
Loss Used 1997 $94,095
Loss Used 1998 4,737 98,832
---------
Carry Forward $ (60,210)
=========
</TABLE>

The value of the net operating loss carry forward at a federal tax rate of 34%
would be $20,471.

NOTE 7
- ------
LEASES
- ------
The company has no lease at their current premises. The company occupies
premises from a related corporation Tri-K Realty, Inc. As no fair market value
rental has been arrived at, this would be considered a non-arm's-length
transaction.

NOTE 8
- ------
LITIGATION
- ----------
There is one lawsuit that was brought against the company in 1997 and stopped in
1998. Corporate attorney and management indicate that there are currently no
lawsuits against the company.

F - 37
<PAGE>
PAGE (10)

NOTE 9
------
SALES BREAK AND CONCENTRATION
-----------------------------
The company has two sources of sales (1) routes and food service and (2)
sub-distributors.
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
1. Routes and food service $3,511,259 $3,267,188

2. Sub-distributors 2,634,159 3,231,242
---------- ----------
$6,145,418 $6,498,430
========== ==========
</TABLE>
Sub-distributors are other distributors who buy products directly from New
Yorker Ice Cream Corp. at a 7% - 10% up-charge (gross margin) for storage, rent
and loading products onto sub-distributors' trucks. The two largest
sub-distributors are (A) Bartolini Ice Cream Co., Inc. and (B) Jerry's Ice Cream
Inc.
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
A. Bartolini Ice Cream Co., Inc. $1,830,879 $1,997,244

B. Jerry's Ice Cream Inc. 410,654 515,100
</TABLE>

A. Bartolini Ice Cream Co., Inc. would be considered a high concentration
customer given the percentage of sales. Bartolini Ice Cream Co., Inc. pays
a 7% fee on all purchases from New Yorker Ice Cream Corp. Currently,
management feels there is is no reason expect that Bartolini Ice Cream Co.,
Inc. will not continue its purchase from New Yorker Ice Cream Corp.

B. Jerry's Ice Cream Inc. As mentioned in footnote number 9, regarding sale of
assets, Jerry's Ice Cream Inc. is also selling their assets to the same
parties at that same time.

F-38
<PAGE>
PAGE (11)

NOTE 10
-------
The company signed a contract on July 20, 1998 to sell all of its assets to
Mike's Original Inc. for $2,045,000. The contract calls for the assets (not
including inventory which will be purchased separately, cash and accounts
receivable) to be paid for as follows:
<TABLE>
<S> <C> <C>
1. Down payment (already paid) $ 35,000

2. At closing in cash 515,000

3. Due in 6 months with 8% interest 150,000

4. Promissory Notes to be paid by the issuance
of shares of Mike's Original Inc. stock 650,000

5. Assumption of indebtedness of a liability to
the estate of Joseph Ketsoglou to be paid:

A. At closing $200,000
B. Over 4 years with
interest at 8% 495,000
--------
695,000
----------
$2,045,000
==========
</TABLE>

The contract is subject to Mike's Original Inc. raising the necessary funds
through a public offering and final approval by the SEC.

Assuming that the sale of assets takes place, the company will cease to be a
going concern entity.

F - 39
<PAGE>
Report of Independent Accountant

To The Stockholders of
Jerry's Ice Cream, Inc.
-----------------------

I have audited the accompanying balance sheets of Jerry's Ice Cream, Inc., as
of December 31, 1998 and December 31, 1997, and the related statements of
operations, retained earnings and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Jerry's Ice Cream, Inc., as
of December 31, 1998 and December 31, 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/ Sidney Neuhof
------------------------
Sidney Neuhof
Certified Public Accountant

February 16, 1999

F - 40
<PAGE>
JERRY'S ICE CREAM INC. PAGE (2)
BALANCE SHEETS
AS AT: DECEMBER 31, 1998 AND DECEMBER 31, 1997
-----------------------------------------------
<TABLE>
<CAPTION>
ASSETS
------
December 31, 1998 December 31, 1997
----------------- -----------------
<S> <C> <C>
CURRENT ASSETS
Cash in banks $ - $ 5,585
Accounts receivable - net 4,520 5,468
Merchandise inventory 10,761 4,177
Other current assets 1,500 --
-------- --------

Total current assets 16,781 15,230

FIXED ASSETS
Furniture and fixtures
Net of accumulated depreciation 30,214 40,798
of $67,218 for 1998
and $50,147 for 1997

INTANGIBLE ASSETS - Goodwill
Net of accumulated amortization 186,445 205,403
of $74,257 for 1998
and $55,299 for 1997 -------- --------

TOTAL ASSETS $233,440 $261,431
======== ========

LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
CURRENT LIABILITIES
Bank overdraft $ 6,453 $ -
Accounts payable and accrued expenses 28,593 23,825
Notes payable - Note 2 31,716 31,716
-------- --------
Total current liabilities 66,762 55,541

OTHER LIABILITIES
Loans payable stockholder 43,926 58,873
Notes payable - Note 2 44,838 63,233
-------- --------
88,764 122,106

STOCKHOLDER'S EQUITY
Capital stock 10 shares authorized, 138,890 138,890
Issued and outstanding no par value
Deficit (60,976) (55,106)
-------- --------
Total stockholder's equity 77,914 83,784

$233,440 $261,431
======== ========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

F - 41
<PAGE>
JERRY'S ICE CREAM, INC. PAGE (3)
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
FOR THE YEARS ENDED: DECEMER 31, 1998 AND DECEMBER 31, 1997

December 31, 1998 December 31, 1997
----------------- -----------------

<S> <C> <C>
NET SALES $ 809,117 $ 807,310

COST OF GOODS SOLD 690,799 656,922
--------- ---------
GROSS PROFIT 118,318 150,388

OPERATING EXPENSES 117,797 157,121
--------- ---------
INCOME (LOSS) BEFORE
OTHER EXPENSES 521 (6,733)

OTHER EXPENSES:
Interest Expense 6,391 9,232
--------- ---------
NET (LOSS) $ (5,870) $ (15,965)
========= =========
RETAINED EARNINGS (DEFICIT)
Beginning of year $ (55,106) $ (39,141)

NET (LOSS) (5,870) (15,965)
--------- ---------
RETAINED EARNINGS (DEFICIT)
End of year $ (60,976) $ (55,106)
========= =========

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

F - 42
<PAGE>
JERRY'S ICE CREAM INC. PAGE (4)
STATEMENTS OF CASH FLOWS
FOR YEARS ENDED: December 31, 1998 AND December 31, 1997
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net (Loss) $ (5,870) $(15,965)

Adjustments to reconcile net income (loss) to
net cash provided by operating activities

Depreciation and Amortization 36,031 33,649

Decrease in accounts receivable 948 3,032

(Increase) in inventory (6,584) (1,627)

(Increase) Decrease in other current assets (1,500) 8,052

Increase in accounts payable and
accrued expenses 4,768 11,316
-------- -------
Net cash provided by operating activities 27,793 38,457
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:

Fixed Assets (6,488) (8,492)
-------- -------
Net cash used in investing activities (6,488) (8,492)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:

Loans - Shareholder (14,947) (12,481)

Loans - Net (18,396) (7,485)
-------- -------
Net cash (used in) financing activities (33,343) (19,966)
-------- -------
NET (DECREASE) INCREASE IN CASH (12,038) 9,999

CASH AT BEGINNING OF YEAR 5,585 (4,414)
-------- -------
CASH AT END OF YEAR $ (6,453) $ 5,585
======== =======

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

F - 43
<PAGE>
PAGE (5)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

NOTE 1
------
HISTORY AND BUSINESS DESCRIPTION
--------------------------------
Jerry's Ice cream Inc., was incorporated under the laws of the state of New
York on September 1, 1994. The company is owned 100% by Gerald Schneider.

On January 20, 1995, Mr. Schneider through a stock redemption agreement sold
all of his stock interest back to the Ennis Ice Cream Co., Inc., and received
certain fixed and intangible assets in exchange. Mr. Schneider transferred his
share (28.57%) of the assets and liabilities of Ennis Ice Cream to Jerry's Ice
Cream, Inc., pursuant to a tax free exchange.

The estate of Ron Ennis sold stock of Ennis Ice Cream, Inc., to three
stockholders. The remaining stockholders after the stock redemption were Ron
Kissel and Michael Chase (both non-related to Mr. Schneider). Mr. Schneider
agreed not to sell certain accounts of Ennis Ice Cream, Inc., and Ennis Ice
Cream, Inc., agreed not to sell accounts of Gerald Schneider or Jerry's Ice
Cream, Inc.

USE OF ESTIMATES
---------------
The preparation of financial statements in conformity with generally accepted
accounting principles require management to make estimates and assumptions
that affect the amounts reported in the financial statement and accompanying
notes.

CASH AND CASH EQUIVALENTS
-------------------------
All highly liquid investments with original maturities of three months or less
are considered to be cash equivalents.

INVENTORIES
-----------
Inventories are valued at the lower of cost or market, cost being determined
using the first in, first out (FIFO) method. All inventory are prepackaged
merchandise available for sale.

F - 44
<PAGE>
PAGE (6)

NOTE 1 (Continued)
------------------
PROPERTY, RENTAL EQUIPMENT, AND DEPRECIATION
--------------------------------------------
Properties and rental equipment are carried at cost and are depreciated over
the estimated lives of such assets using the straight-line method.
<TABLE>
<CAPTION>
Properties, Rental Equipment And Depreciation Schedule
------------------------------------------------------
1998 1997
--------------------- ----------------------

Asset Accumulated Asset Accumulated
Value Depreciation Value Depreciation
----- ------------ ----- ------------

<S> <C> <C> <C> <C>
Computers $ 5,144 $ 2,381 $ 4,644 $ 1,328
Auto and Truck 15,190 14,539 15,190 13,939
Freezer Cabinets 76,261 49,963 70,274 34,712
Furniture Fixtures 837 335 837 168
------- ------- ------- -------
$97,432 $67,218 $90,945 $50,147
======= ======= ======= =======
</TABLE>
NOTE 2
------
<TABLE>
<CAPTION>
1998 1997
--------------------- --------------------
Short Term Long Term Short Term Long Term

<S> <C> <C> <C> <C>
1) Note Payable - Schneider
Management - Long term
Note 7% interest -- $15,000 -- $15,000

2) Note Payable - Estate of
Ron Ennis
Self Amortizing Loan
Interest Rate 10% $31,716 29,838 $31,716 48,233
------- ------- ------- -------
$31,716 $44,838 $31,176 $63,233
======= ======= ======= =======

</TABLE>

F - 45
<PAGE>
PAGE (7)

NOTE 2 (Continued)
-----------------
1) Schneider Management is a corporation owned by Gerald Schneider's brother.
Gerald Schneider has no interest in Schneider Management. The loan is
unsecured and Mr. Gerald Schneider is a personal guarantor. The loan was
made on December 17, 1997 and repayment date is January 1, 1999 with
interest at 7% per annum. There is no prepayment penalty.

2) Notes Payable Estate of Ron Ennis Represent portion of loan that Mr.
Gerald Schneider and two other original stockholders of Ennis Ice Cream,
Inc., Agreed to, upon purchasing Ennis Ice Cream, Inc. Jerry's Ice Cream,
Inc., assumed 28.57% of the loan in which the monthly payments are
$2,643.00. Mr. Gerald Schneider is a personal guarantor on this
obligation.

NOTE 3
------
AMORTIZATION OF INTANGIBLE ASSETS
---------------------------------
The company is amortizing route values (goodwill) acquired as part of a stock
redemption (see Note 1) of $248,057.00 over 15 years.

NOTE 4
------
PROVISION FOR INCOME TAXES
--------------------------
Provision for income taxes Jerry's Ice Cream Inc., has elected to be taxed
under the provision of Subchapter S of the Internal Revenue Code and New York
State tax laws. Accordingly, there is only a provision for minimum taxes of
$625 which is included in operating expenses.

NOTE 5
------
LEASES
------
The company has no leases.

NOTE 6
-------
LITIGATION
----------
Management and Counsel has indicated that as of report date there are no
lawsuits pending.

F - 46
<PAGE>
PAGE (8)

NOTE 7
------
SALE OF CORPORATE ASSETS
------------------------
The company signed a contract on July 20, 1998 to sell all of its assets to
Mike's Original Inc., for $490,000. The contract calls for an asset sale (not
including inventory which will be purchased separately, cash and accounts
receivable) to be paid for as follows:
<TABLE>

<S> <C>
1. Down payment (already paid) $ 15,000

2. At closing in cash 255,000

3. Due in 6 months with 8 % interest 50,000

4. Promissory Notes to be paid by the
issuance of shares of Mike's
Original Inc. stock 170,000
--------
$490,000
========
</TABLE>

The contract is subject to the raising of funds by Mike's Original Inc.,
through a public offering and approval by the SEC.

Assuming that the sale of assets takes place, the company will cease to be a
going concern entity.

` F - 47

<PAGE>

================================================================================
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this prospectus and, if given or made, must not be
relied upon as having been authorized by New Yorker, the Selling Stockholders or
the Underwriter. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the common stock offered
by this prospectus, nor does it constitute an offer to sell or a solicitation of
an offer to buy the securities by any person in any jurisdiction where such
offer or solicitation is not authorized, or in which the person making such
offer is not qualified to do so, or to any person to whom it is unlawful to make
such offer or solicitation. The delivery of this prospectus shall not, under any
circumstances create any implication that there has been no change in the
affairs of New Yorker since the date hereof.
---------------
TABLE OF CONTENTS
Page
----
Prospectus Summary . . . . . . . . 1
Risk Factors . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . 6
Dilution . . . . . . . . . . . . . 7
Capitalization . . . . . . . . . . 8
Price Range of Common Stock. . . . 9
Dividend Policy. . . . . . . . . . 9
Selected Financial Data. . . . . . 10
Management's Discussion and Analysis
of Financial Condition and Results of
Operations . . . . . . . . . . . 11
Business . . . . . . . . . . . . . 13
Management . . . . . . . . . . . . 18
Principal Stockholders . . . . . . 24
Certain Transactions . . . . . . . 25
Selling Stockholders . . . . . . . 27
Description of Securities. . . . . 28
Shares Eligible for Future Sale. . 31
Underwriting . . . . . . . . . . . 31
Legal Matters. . . . . . . . . . . 33
Experts. . . . . . . . . . . . . . 34
Where to Find Additional Information 34
Index to Financial Statements. . . F-1
Independent Auditor's Report . . .
Independent Auditor's Report . . . F-23
================================================================================

1,012,000 Shares

NEW YORKER MARKETING CORP.

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

PROSPECTUS
--------

FAIRCHILD SECURITIES CORP.

MILLENNIUM SECURITIES CORP.

, 1999

================================================================================
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Offices

See "Management -- Personal Liability and Indemnification of Directors".

Item 25. Other Expenses of Issuance and Distribution

The estimated expenses of the distribution, all of which are to be borne by
New Yorker, are as follows:
<TABLE>

<S> <C>
SEC Registration Fee. . . . . . . . . . . . . . . . . $882
NASD Filing Fee . . . . . . . . . . . . . . . . . . . 7,500
Blue Sky Fees and Expenses. . . . . . . . . . . . . . 15,000
Transfer Agent Fees . . . . . . . . . . . . . . . . . 2,500
Accounting Fees and Expenses. . . . . . . . . . . . . 25,000
Legal Fees and Expenses . . . . . . . . . . . . . . . 135,000
Printing and Engraving. . . . . . . . . . . . . . . . 40,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . 19,118
--------
Total. . . . . . . . . . . . . . . . . . . . . . . $245,000
========
</TABLE>

Item 26. Recent Sales of Unregistered Securities

All references hereunder take into effect a proposed .20 for 1 reverse
stock split of Registrant's outstanding common stock which has been approved by
New Yorker's stockholders and will take effect on the day following the
effective date of this Registration Statement.

1. In May 1994, New Yorker issued an aggregate of 226,666 shares of common
stock to its two founding stockholders. This was a transaction by the issuer not
involving any public offering which was exempt from the registration
requirements under the Securities Act pursuant to Section 4(2) thereof.

2. From November 1994 to May 1995, New Yorker issued an aggregate of
approximately 36,133 shares of common stock to 206 purchasers in consideration
for the aggregate sum of $612,881. These transactions by New Yorker did not
involve any public offering and were exempt from the registration requirements
under the Securities Act pursuant to Section 3(b) thereof and Rule 504 of
Regulation D promulgated pursuant thereto.

3. In April 1995, New Yorker issued 1,025 shares of its common stock to a
consultant in consideration of his efforts in assisting in various matters for
New Yorker during the fiscal year ended March 31, 1994 and 1995. This
transaction by New Yorker did not involve any public offering and was exempt
from the registration requirements under the Securities Act pursuant to Section
4(2) thereof. The consultant was a sophisticated investor with full access to
corporate and financial information.

4. In September 1995, New Yorker issued 1,435 shares of its common stock to
two individuals for services rendered on behalf of New Yorker during the nine
month period ending December 31, 1995.
These transactions by New Yorker did not involve any public offering and was
exempt from the registration requirements under the Securities Act pursuant to
Section 4(2) thereof. The two individuals were employees of New Yorker, with
full access to corporate and financial information.
<PAGE>
5. In February 1996, New Yorker issued $325,000 principal amount of 12%
convertible notes payable in August 1996 to four purchasers thereof. These
transactions by New Yorker did not involve any public offering and were exempt
from the registration requirements under the Securities Act pursuant to Section
4(2) thereof. The purchasers were accredited investors.

6. In October 1996, New Yorker issued 3,846 shares of common stock to two
consultants as payment for services rendered during the year ended December 31,
1996. These transactions by New Yorker did not involve any public offering and
were exempt from the registration requirements under the Securities Act pursuant
to Section 4(2) thereof. The two individuals were sophisticated investors, with
full access to corporate and financial information.

7. In May 1996, New Yorker issued two 10% notes each in the amount of
$50,000 to two purchasers. These transactions by New Yorker did not involve any
public offering and were exempt from the registration requirements under the
Securities Act pursuant to Section 4(2) thereof. The two purchasers were
accredited investors.

8. In May 1996, New Yorker issued 4,000 shares of common stock to two
persons for services rendered. These transactions by New Yorker did not involve
any public offering and were exempt from the registration requirements under the
Securities Act pursuant to Section 4(2) thereof. The two persons were accredited
investors.

9. In June through September 1996, New Yorker sold $1,537,500 principal
amount of Second Private Placement Units, each Second Private Placement Unit
consisting of one $2,500 principal amount of 12% promissory notes and 1,500
shares of common stock, to 36 persons, all of whom are deemed accredited
pursuant to Rule 501 of Regulation D, including the exchange of the notes
referred to in paragraph 3, in private transactions by the issuer not involving
any public offering which were exempt from registration requirements under the
Securities Act pursuant to Section 4(2) thereof and Rule 506 of Regulation D
promulgated pursuant thereto.

10. In December 1996, New Yorker issued an 8% convertible promissory note
in the amount of $225,000 to one purchaser, which was convertible into 40,000
shares of common stock in April 1997.
This transaction by New Yorker did not involve any public offering and was
exempt from the registration requirements under the Securities Act pursuant to
Section 4(2) thereof. The purchaser was an accredited investor.

11. In January 1997, New Yorker issued an 8% convertible promissory note in
the amount of $100,000 to one purchaser, which was convertible into 15,686
shares of common stock in April 1997. This transaction by New Yorker did not
involve any public offering and was exempt from the registration requirements
under the Securities Act pursuant to Section 4(2) thereof. The purchaser was an
accredited investor.
<PAGE>
12. In March 1997, New Yorker issued 7,000 shares of common stock to its
East coast product manufacturer pursuant to the terms of a credit agreement by
and among New Yorker, the product manufacturer and Michael Rosen. This
transaction by New Yorker did not involve any public offering and was exempt
from the registration requirements under the Securities Act pursuant to Section
4(2) thereof. The purchaser was a sophisticated investor with full access to
corporate and financial information.

13. In March 1997, New Yorker issued a 10% promissory note in the amount of
$50,000 together with 400 shares of common stock, to one purchaser. In April
1997, this person exchanged $25,000 of such note into 2,500 shares of common
stock. This transaction by New Yorker did not involve any public offering and
was exempt from the registration requirements under the Securities Act pursuant
to Section 4(2) thereof. The purchaser was an accredited investor.

14. In April 1997, New Yorker issued 30,000 shares of common stock in
payment of obligations under a consulting agreement. This transaction by New
Yorker did not involve any public offering and was exempt from the registration
requirements under the Securities Act pursuant to Section 4(2) thereof. The
purchaser was an accredited investor.

15. In February 1998, New Yorker issued 6,000 shares of common stock to one
of its marketing consultants in exchange for services to be performed during
1998. This transaction by New Yorker did not involve any pubic offering and was
exempt from the registration requirements under the Securities Act pursuant to
Section 4(2) thereof. The purchaser was a sophisticated investor with full
access to corporate and financial information.

16. From July through November 11, 1998, New Yorker sold $390,000 principal
amount of Private Placement Units, each Private Placement Unit consisting of one
$50,000 principal amount of 12% promissory note and 40,000 shares of common
stock, to 10 persons, all of whom are deemed accredited pursuant to Rule 501 of
Regulation D, including the exchange of the notes referred to in paragraph 3, in
private transactions by the issuer not involving any public offering which were
exempt from registration requirements under the Securities Act pursuant to
Section 4(2) thereof and Rule 506 of Regulation D promulgated pursuant thereto.

17. In August 1998, New Yorker issued 19,500 shares of common stock to one
of its financial consultants in exchange for services performed through July,
1998. This transaction by New Yorker did not involve any pubic offering and was
exempt from the registration requirements under the Securities Act pursuant to
Section 4(2) thereof. The consultant was an accredited investor.

18. In October 1998, New Yorker issued 17,000 shares of common stock to
each of its two outside directors. This transaction by New Yorker did not
involve any pubic offering and was exempt from the registration requirements
under the Securities Act pursuant to Section 4(2) thereof. The directors were
accredited investors.

Item 27. Exhibits.

1.1 Form of Underwriting Agreement .**
1.2 Form of Agreement Among Underwriters.**
3.1 Restated Certificate of Incorporation of the Registrant (*).
3.2 By-laws of the Registrant (*).
<PAGE>
5.1 Form of Opinion of Blau, Kramer, Wactlar & Lieberman, P. C. regarding
the legality of the securities being registered.
10.1 1995 Long Term Incentive Plan (*).
10.2 1996 Non-Qualified Stock Option Plan (*).
10.3 Employment Agreement dated June 1, 1995 between the Registrant and
Michael Rosen, as amended (*).
10.4 Consulting Agreement dated November 1, 1996 between the Registrant and
Alma Management Corp. (*)
10.5 Form of Second Private Placement Note (*).
10.6 Form of Second Private Placement Unit Subscription Agreement (*).
10.7 Form of Indemnification Agreement between the Registrant and its
officers and directors (*).
10.8 Credit Agreement dated April 10, 1996, as amended, between the
Registrant and The Penn Traffic Company (*).
10.9 Manufacturing, Delivery & Pricing Agreement dated as of September 11,
1996 between the Registrant and Fieldbrook Farms (*).
10.10 Credit Agreement with Fieldbrook Farms dated March 20, 1997 (*).
10.11 Modification Agreement with The Penn Traffic Company dated April 15,
1997 (*).
10.12 Asset Purchase Agreement among New Yorker Ice Cream Corp., Kerry Group
Ltd., Ted Ketsoglou and the Registrant dated as of July 20, 1998.**
10.13 Asset Purchase Agreement between Jerry's Ice Cream, Inc. and the
Registrant dated as of July 20, 1998.**
10.14 Proposed Employment Agreement with Ted Ketsoglou.**
10.15 Proposed Employment Agreement with Gerald Schneider.**
10.16 Test Market License Agreement for Veryfine Frozen Juice Bar dated
April 1, 1998.**
10.17 Consulting Agreement between Registrant and Arthur G. Rosenberg.**
10.18 Form of Promissory Note dated July 20, 1998 between Registrant and New
Yorker Ice Cream Corp.**
10.19 Form of Promissory Note dated July 20, 1998 between Registrant and
Jerry's Ice Cream Co., Inc.**
10.20 Security Agreement dated as of July 20, 1998 between Registrant and
New Yorker Ice Cream Corp.**
10.21 Security Agreement dated as of July 20, 1998 between Registrant and
Jerry's Ice Cream Co., Inc.**
10.22 Settlement and General Release dated May 15, 1988 among Michael Rosen,
Rachelle Rosen, Elizabeth Pilossoph, Martin Pilossoph and
Registrant.**
21 Subsidiaries of Registrant.

Name State of Incorporation
---- ----------------------
New York Frozen Desserts, Inc. New York
Natco Brands, Inc. New York

23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P. C. (included in
Exhibit 5.1).
23.2 Consent of Lazar, Levine & Felix.
23.3 Consent of Sidney Neuhof.
23.4 Consent of Ted Ketsoglou.**
23.5 Consent of Gerald Schneider.**
25.1 Powers of Attorney.**
27 Financial Data Schedule
- -------

(*) Incorporated by reference to registration statement on Form SB-2 (No.
333-21575) filed July 23, 1997.
(**) Previously filed.

Item 28. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
<PAGE>
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

Registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and
(iii)Include any additional or changed material information on the plan of
distribution.
(2) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

Registrant further undertakes that it will:

(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of
the time the Commission declared it effective.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
<PAGE>
SIGNATURES

In accordance with the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 and authorized Amendment No. 2 to this
registration statement to be signed on its behalf by the undersigned, in
Jericho, New York on the 1st day of March, 1999.

NEW YORKER MARKETING CORP.

By: /s/ Arthur G. Rosenberg
-------------------------------------
Arthur G. Rosenberg
President (Chief Executive Officer)

In accordance with the requirements of the Securities Act, Amendment No. 2
to this registration statement was signed by the following persons in the
capacities indicated on March 1, 1999.

Signatures Title
---------- -----

/s/ Arthur G. Rosenberg President, Chief Executive Officer,
Arthur G. Rosenberg Chief Financial Officer, Director

* Director
Frederic D. Heller

* Director
Myron Levy

- ------
*By Arthur G. Rosenberg, Attorney-in-fact

March 2, 1999

Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549

Re: Mike's Original, Inc.
Registration Statement on Form SB-2

Gentlemen:

Reference is made to the filing by Mike's Original, Inc. (the "Company") of
a Registration Statement on Form SB-2 (the "Registration Statement"), as
amended, with the Securities and Exchange Commission pursuant to the provisions
of the Securities Act of 1933, as amended, covering the registration of (a)
700,000 post-split shares of the Company's common stock, par value $.001 per
share (the "Common Stock") and (b) an aggregate of 312,000 post-split shares of
Common Stock which are owned by selling shareholders (the "Selling
Securityholders").

As counsel for the Company, we have examined its corporate records,
including its Certificate of Incorporation, By-Laws, its corporate minutes, the
form of its Common Stock certificate and such other documents as we have deemed
necessary or relevant under the circumstances.

Based upon our examination, we are of the opinion that:

1. The Company is duly organized and validly existing under the laws of the
State of Delaware.

2. The shares of Common Stock covered by the Registration Statement have
been duly authorized and, when issued in accordance with their terms, as more
fully described in the Registration Statement, will be validly issued, fully
paid and non-assessable.

We hereby consent to be named in the Registration Statement and in the
Prospectus which constitutes a part thereof as counsel to the Company, and we
hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.

Very truly yours,

/s/ Blau, Kramer, Wactlar
& Lieberman, P.C.
BLAU, KRAMER, WACTLAR
& LIEBERMAN, P.C.

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We hereby consent to the use in this amendment No. 2 to the registration
statement on Form SB-2 of our report dated February 15, 1999, relating to the
financial statements of New Yorker Marketing Corp. (formerly Mike's Original,
Inc.), and to the reference to our firm under the caption "Experts" in the
prospectus.

/s/ Lazar Levine & Felix LLP
------------------------
LAZAR LEVINE & FELIX LLP

New York, New York
March 1, 1999

Consent of Independent Certified Public Accountant

Re: New Yorker Ice Cream Corp.

I hereby consent to the use in this registration statement on Form SB-2 of my
report dated February 15, 1999.

/s/Sidney Neuhof
Sidney Neuhof, C.P.A.

S. Neuhof
New York
February 26, 1999

<PAGE>

Consent of Independent Certified Public Accountant

Re: Jerry's Ice Cream Inc.

I hereby consent to the use in this registration statement on Form SB-2 of my
report dated February 16, 1999.

/s/Sidney Neuhof
Sidney Neuhof, C.P.A.

S. Neuhof
New York
February 26, 1999

<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the financial
statements for the year ended December 31, 1998 and is qualified in its entirety
by reference to such statements
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 19,166
<SECURITIES> 0
<RECEIVABLES> 13,372
<ALLOWANCES> 0
<INVENTORY> 55,371
<CURRENT-ASSETS> 109,957
<PP&E> 36,960
<DEPRECIATION> 35,750
<TOTAL-ASSETS> 311,893
<CURRENT-LIABILITIES> 2,084,507
<BONDS> 0
0
0
<COMMON> 5,153
<OTHER-SE> (1,777,767)
<TOTAL-LIABILITY-AND-EQUITY> 311,893
<SALES> 103,410
<TOTAL-REVENUES> 103,410
<CGS> 436,457
<TOTAL-COSTS> 436,457
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 166,769
<INCOME-PRETAX> (1,113,155)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,113,155)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,113,155)
<EPS-PRIMARY> (0.31)
<EPS-DILUTED> (0.31)

</TABLE>