UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X ] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended March 31, 1999
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the transition period from ______________to ________________
Commission File Number: 0-22431
NEW YORKER MARKETING CORP.
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(Exact name of registrant as specified in its charter)
Delaware 11-3214529
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
366 N. Broadway, Jericho, NY 11753
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(Address of principal executive offices)
Registrant's Telephone Number (516) 942-8068
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Number of Shares Outstanding of Common Stock,
$.001 Par Value, at May 3, 1999 5,152,908
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Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
<PAGE>
NEW YORKER MARKETING CORP.
BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1999
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<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 367
Inventories 55,371
Prepaid expenses 78,223
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Total current assets 133,961
Fixed assets, net of accumulated depreciation of
$36,053 907
Trademarks and organization costs, net of
accumulated amortization of $18,633 183
Security deposits 975
Other assets 247,179
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TOTAL ASSETS $ 383,205
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $850,282
Notes payable 493,984
Notes payable to related parties 299,497
Notes payable-trade 635,456
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Total current liabilities 2,279,219
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 per value;
20,000,000 shares authorized; 5,152,908
shares issued and outstanding 5,153
Additional paid-in capital 11,506,636
Deferred financing costs (748,800)
Accumulated deficit (12,659,003)
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (1,896,014)
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 383,205
==========
</TABLE>
<PAGE>
NEW YORKER MARKETING CORP.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
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1999 1998
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<S> <C> <C>
Sales, net $ -0- $ 49,010
Cost of sales 863 53,500
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Gross profit (863) (4,490)
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Operating expenses
Selling, marketing and shipping - 106,408
Research and Development - 7,754
General and administrative 92,108 242,102
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Total operating expenses 92,108 356,263
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Loss from operations (92,971) (360,753)
Interest expense (net) 311,229 7,079
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Net loss $ (404,200) $ (367,832)
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Weighted average common
shares outstanding 5,152,908 3,280,429
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Basic loss per share $ (.08) $ (.11)
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</TABLE>
<PAGE>
NEW YORKER MARKETING CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
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1999 1998
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<S> <C> <C>
Cash flows from operating activities
Net loss $(404,200) $(367,832)
Adjustments to reconcile net loss to net cash provided
(used) in operating activities
Imputed interest on stock issued 280,800
Depreciation and amortization 1,235 1,541
Compensation expense attributable to the
issuance of common stock for services rendered 88,800
Changes in operating assets and liabilities
Accounts receivable 13,372 (615)
Inventories 52,270
Prepaid expenses (44,718) (29,698)
Accounts payable and accrued liabilities 180,077 (45,377)
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Net cash provided (used) in operating activities 26,566 (300,911)
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Cash flows from investing activities
Purchases of office equipment (1,513)
Security deposit and other assets (60,000) (306)
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Net cash (used by) investing activities (60,000) (1,819)
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Cash flows from financing activities
Proceeds from notes payable 14,635
Payment of line of credit (9,375)
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Net cash (used) provided by financing activities 14,635 (9,375)
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Net Increase (Decrease) in Cash (18,799) (312,105)
Cash at beginning of period 19,166 438,277
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Cash at end of period $ 367 $ 126,172
========= =========
</TABLE>
<PAGE>
NEW YORKER MARKETING CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
(Unaudited)
NOTE A - BASIS OF PRESENTATION
On March 2, 1999 the Company changed its name from Mike's Original, Inc. to
New Yorker Marketing Corp. This name change was part of the future plan of
operations as described in the Company's Registration Statement filed on Form
SB-2 with the Securities and Exchange Commission for the sale of common stock.
See Note
The balance sheet as of March 31, 1999 and the related statements of
operations for the three-month periods ended March 31, 1999 and 1998 and
statements of cash flows for the three month periods ended March 31, 1999 and
1998 and have been prepared by New Yorker Marketing Corp. (the "Company")
without audit. In the opinion of management, all adjustments (which include only
normal, recurring accrual adjustments) necessary to present fairly the financial
position as of March 31, 1999 and for all periods presented have been made.
Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted. These financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report filed on Form 10-KSB. Results of operations for the
period ended March 31, 1999 are not necessarily indicative of the operating
results expected for the full year.
NOTE B - COMMITMENT AND CONTINGENCIES
Legal Proceedings
The Company is subject to various legal proceedings, claims and liabilities
which arise in the ordinary course of its business. In the opinion of
management, the amount of ultimate liability with respect to these actions will
not have a material adverse effect on the Company's results of operations, cash
flow or financial position.
There have been no changes to the matters listed below, except as noted,
and therefore no additional information is available other than information
disclosed in the Company's Annual Report filed on Form 10-KSB.
J.W. Messner, Inc. v. New Yorker Marketing Corp.
Universal Folding Box Co., Inc. v. New Yorker Marketing Corp.,et al
Lee's Marketing Services, Inc. v. New Yorker Marketing Corp. The Company
has received correspondence from plaintiff's counsel indicating that after
further review, the alleged liability to Lee's Marketing Services, Inc. is
between $5,000 and $6,000 (reduced from $128,354) and that he believes that
payment of such an amount will resolve this matter. The Company intends to
continue its defense of this claim.
In the opinion of management, the amount of any additional liability in
connection with the aforementioned matters, in excess of amounts provided for in
the normal course of business, will not materially affect the Company.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Results of Operations
Quarter Ended March 31, 1999 Compared to March 31, 1998
The Company had no revenues during the quarter ended March 31, 1999.
Inventory of Veryfine frozen juice bars was being held awaiting the warmer
weather and the completion of the pending acquisitions.
General and administrative expenses (G&A) for the quarters ended March 31,
1999 and March 31, 1998 were approximately $92,100 and $242,100 respectively.
Major components of general and administrative expenses for the quarter ended
March 31, 1999 were professional fees of $73,200 and insurance $9,700. For the
quarter ended March 31, 1998, the major components were salaries of $71,000,
professional fees of $86,600, insurance of $11,000 and office expenses,
including rent, of $25,300.
Interest expense, net of interest income for the quarters ended March 31,
1999 and March 31, 1998 were $311,200 and $7,100 respectively. The increase in
the amount charged to profit and loss was due to the shares issued in connection
with the sale of private placement units and recorded as interest expense.
Net loss for the quarters ended March 31, 1999 and 1998 amounted to
$404,200 and $367,832 respectively. The primary reason for the net losses in
1999 and 1998 was due to the lack of volume in 1998 and no sales volume for
1999.
<PAGE>
Liquidity and Capital Resources
The Company's cash requirements have been significantly exceeding its
resources due to the limited operations of the Company. At March 31, 1999 the
Company had no available resources and was awaiting the sale of additional
securities from a registration statement filed with the Securities and Exchange
Commission. It is anticipated that this offering will be completed in the latter
part of the quarter ended June 30, 1999. The failure of the Company to complete
this offering would require the Company to seek other financing in order to
continue as a going concern and currently the Company has no alternative plans
for financing.
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All statements other than statements of historical fact included in this report
regarding the Company's financial position, business strategy and plans and
objectives of management of the Company for future operations, are
forward-looking statements. When used in this report, words such as
"anticipate", "believe", "estimate", "expect", "intend" and similar expressions,
as they relate to the Company or its management, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of the
Company's management, as well as assumptions made by and information currently
available to the Company's management. 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 and general economic conditions. Such statements reflect
the current views of the Company with respect to future events and are subject
to these and other risks, uncertainties and assumptions relating to the
operations, results of operations, growth strategy and liquidity of the Company.
All subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by this paragraph.
<PAGE>
NEW YORKER MARKETING CORP.
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PART II- OTHER INFORMATION
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ITEM 1 - LEGAL PROCEEDINGS:
None
ITEM 2 - CHANGES IN SECURITIES:
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES:
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None
ITEM 5 - OTHER INFORMATION
None
ITEMS 6 - EXHIBITS AND REPORTS OF FORM 8-K
Exhibits:
None
Reports on Form 8-K
None
<PAGE>
In accordance with the requirements of the Securities Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NEW YORKER MARKETING CORP.
By: /s/ Arthur G. Rosenberg
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Arthur G. Rosenberg
President, Chairman of the Board and CEO
(Chief Executive Officer)
Date: May 18, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements for the three months ended March 31, 1999 and is qualified
in its entirety by reference to such statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 367
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 55,371
<CURRENT-ASSETS> 133,961
<PP&E> 36,960
<DEPRECIATION> (36,053)
<TOTAL-ASSETS> 383,205
<CURRENT-LIABILITIES> 2,279,219
<BONDS> 0
0
0
<COMMON> 5,153
<OTHER-SE> (1,901,167)
<TOTAL-LIABILITY-AND-EQUITY> 383,205
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 863
<TOTAL-COSTS> 863
<OTHER-EXPENSES> 92,108
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 311,229
<INCOME-PRETAX> (404,200)
<INCOME-TAX> 0
<INCOME-CONTINUING> (404,200)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (404,200)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
