<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
X Quarterly report Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended September 30, 1999
Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
----------------- -------------------
Commission File number 0-28058
BIG CITY BAGELS, INC.
-----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
New York 11-3137508
---------------------------- -------------------
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
620 Johnson Avenue, Bohemia, New York 11716
-------------------------------------------
(Address of Principal Executive Offices)
(631) 218-0700
--------------
(Issuer's Telephone Number Including Area Code)
99 Woodbury Road, Hicksville, New York 11801
-----------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date: At November 12, 1999, the
issuer had outstanding 16,643,691 shares of Common stock, par value $.001
per share.
<PAGE> 2
BIG CITY BAGELS, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
QUARTER ENDED SEPTEMBER 30, 1999
ITEMS IN FORM 10-QSB
PAGE
PART I FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in Securities and Use of Proceeds None
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders None
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES
<PAGE> 3
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
BIG CITY BAGELS, INC. AND SUBSIDIARIES
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 102,179 $ 21,897
Accounts receivable 757,027 43,454
Inventory 140,544
Prepaid expenses and other current assets 123,041 -
---------- ---------
Total Current Assets 1,122,791 65,351
Fixed assets, net of accumulated depreciation 281,001 141,485
Intangible assets, net of accumulated amortization 2,335,215 916
Net assets of discontinued operations 44,564
Deferred tax asset 56,700 56,700
Security deposits and other assets 12,883 -
---------- ---------
TOTAL $3,853,154 $ 264,452
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 200,000
Bridge loan 400,000
Accounts payable and accrued expenses 515,777 $ 24,320
Deferred income 31,030 40,785
Other current liabilities 80,244 -
---------- ---------
Total Current Liabilities 1,227,051 65,105
Loans payable 535,261 306,301
Deferred taxes payable 15,500 8,900
Security deposits payable 1,419 1,419
---------- ---------
Total Liabilities 1,779,231 381,725
---------- ---------
Stockholders' Equity:
Convertible preferred stock; $.001 par value; 1,000,000 shares
authorized; 508,152 shares issued and outstanding at September 30,
1999 508
Common stock; $.001 par value; 25,000,000 shares authorized;
16,708,970 shares issued and outstanding at September 30, 1999.
No par value; 1,000 shares authorized, issued and outstanding at
December 31, 1998. 16,708 1,000
Additional paid in capital 2,872,450 -
Accumulated deficit (751,119) (118,273)
Treasury stock (65,279 shares at cost) (64,624) -
---------- ---------
Total stockholders' equity 2,073,923 (117,273)
---------- ---------
TOTAL $3,853,154 $ 264,452
========== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 4
BIG CITY BAGELS, INC. AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER
30, 1999 30, 1998 30, 1999 30, 1998
REVENUES:
<S> <C> <C> <C> <C>
Subscription services $ 271,957 $ 332,216 $ 91,649 $ 117,139
Hardware sales 428,977 - 428,977 -
Installation services 55,867 - 55,867 -
Other 78,221 - 78,221 -
---------- ----------- ----------- -----------
Total Revenues 835,022 332,216 654,714 117,139
---------- ----------- ----------- -----------
COSTS AND EXPENSES:
Cost of sales 584,114 135,815 482,390 61,180
Selling, general and administrative 338,431 111,083 256,711 24,943
Amortization of excess of cost over fair value of
net assets acquired 39,565 - 39,565 -
Interest expense 14,020 - 12,736 -
---------- ----------- ----------- -----------
Total costs and expenses 976,130 246,898 791,402 86,123
---------- ----------- ----------- -----------
(Loss) Income from Continuing Operations
before income taxes (141,108) 85,318 (136,688) 31,016
(Credit) Provision for income taxes (39,500) 25,000 (41,900) 8,000
---------- ----------- ----------- -----------
(Loss) Income from Continuing Operations (101,608) 60,318 (94,788) 23,016
Loss from Discontinued Operations (531,238) - (531,238) -
---------- ----------- ----------- -----------
Net (Loss) Income $ (632,846) $ 60,318 $ (626,026) $ 23,016
========== =========== =========== ===========
Basic net income (loss) per common share from
continuing operations $(0.01) $ 0.01 $ (0.01) $ 0.01
========== =========== =========== ===========
Basic weighted average common shares
outstanding 8,466,232 4,309,733 16,643,671 4,309,733
========== =========== =========== ===========
Diluted net income (loss) per common share
from continuing operations $(0.01) $ - $ (0.01) $ -
========== =========== =========== ===========
Diluted weighted average common shares
outstanding 8,466,232 39,372,221 16,643,671 39,372,221
========== =========== =========== ===========
Basic and diluted net (loss) per common share
from discontinued operations $(0.06) $ (0.03)
========== =========== =========== ===========
Weighted average common shares
outstanding 8,466,232 16,643,691
========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 5
BIG CITY BAGELS, INC. AND SUBSIDIARIES
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional
Preferred Stock Common Stock Paid-In Treasury Stock
Shares Amount Shares Amount Capital Shares Amount
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1999 - $ - 1,000 $ 1,000 $ - - $ -
Exchange of VillageNet pre-merger
shares for shares of the Company 254,076 254 4,308,733 3,309 (3,563)
Purchase of ICS 254,076 254 4,309,733 4,310 2,572,960
Reverse acquisition of Big City 7,964,504 7,964 178,178 65,279 (64,624)
Stock compensation 125,000 125 124,875
Net loss - - - - - - -
------- ----- ---------- ------- ---------- ------ --------
Balance, September 30, 1999 508,152 $ 508 16,708,970 $16,708 $2,872,450 65,279 $(64,624)
======= ===== ========== ======= ========== ====== ========
</TABLE>
<TABLE>
<CAPTION>
Accumulated
Deficit Total
<S> <C> <C>
Balance, January 1, 1999 $ (118,273) $ (117,273)
Exchange of VillageNet pre-merger
shares for shares of the Company 0
Purchase of ICS 2,577,524
Reverse acquisition of Big City 121,518
Stock compensation 125,000
Net loss (632,846) (632,846)
---------- -----------
Balance, September 30, 1999 $ (751,119) $ 2,073,923
========== ===========
</TABLE>
5
The accompanying notes are an integral part of the financial statements.
<PAGE> 6
BIG CITY BAGELS, INC. AND SUBSIDIARIES
CASH FLOWS STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss (income) from continuing operations $ (101,608) $ 60,318
---------- ---------
Adjustments to reconcile net loss (income) to net cash used in operating activities:
Depreciation and amortization 68,155 8,320
(Increase) Decrease in:
Accounts receivable (62,487) (26,565)
Inventory (93,355)
Prepaid expenses and other current assets (78,325)
Increase (Decrease) in:
Accounts payable and accrued expenses 219,269 27,161
Deferred revenue (9,755) 2,622
---------- ---------
Total adjustments 43,502 11,538
---------- ---------
Net cash provided (used) by continuing operating activities (58,106) 71,856
Cash used in discontinued operations (399,038) -
---------- ---------
Net cash provided (used) by operating activities (457,144) 71,856
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in merger 139,306 -
Purchase of fixed assets (106,769) (62,339)
---------- ---------
Net cash provided (used) by investing activities 32,537 (62,339)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable 120,000
Proceeds from bridge loan 400,000
Repayment of loans payable (15,111) (2,264)
---------- ---------
Net cash provided (used) by financing activities 504,889 (2,264)
---------- ---------
NET INCREASE (DECREASE) IN CASH 80,282 7,253
Cash, beginning of period 21,897 1,692
---------- ---------
Cash, end of period $ 102,179 $ 8,945
========== =========
Supplemental disclosures of non cash activities:
Cash paid during the year for:
Interest $ 4,720 $ -
Income taxes 6,066 380
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE> 7
BIG CITY BAGELS, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(NOTE A)- MERGER
On July 1, 1999, Big City Bagels, Inc. ("Big City" or the
"Company") completed its merger with VillageNet, Inc.
("VillageNet") and Intelligent Computer Solutions, Inc.
("ICS") and issued 8,619,466 shares of Common Stock and
508,152 shares of Class B Preferred Stock to the stockholders
of VillageNet and ICS.
The transaction was accounted for as an acquisition of the
Company and ICS by VillageNet, as the former shareholders of
VillageNet own a majority of the shares of the combined
companies as of the completion of the transaction. In
addition, as the Company is discontinuing its bagel business,
the reverse acquisition of the Company was treated as a
purchase with the issuance of common stock and options to
purchase common stock to the pre-merger shareholders and
option holders of Big City in exchange for the net assets of
Big City, valued at fair value of the net assets acquired and
to be sold. The acquisition of ICS was accounted for as a
purchase with the securities issued as consideration for ICS
valued at $2,577,524 based on the opinion of an independent
appraiser. The historical financial statements of the Company
are those of VillageNet and include the operations of ICS and
Big City from July 1, 1999. The financial statements reflect
the operations of Big City for the period July 1, 1999 to
September 30, 1999 as discontinued operations as the Company
is disposing of the bagel operations.
(NOTE B)- THE COMPANY AND BASIS OF PRESENTATION
The Company is a provider of Internet on-line services,
offering its subscribers a wide variety of services including
electronic mail, software, computing support, and easy access
of the Internet. In addition, the Company provides small
businesses with fully managed services that include Internet
connections, remote dial access and Web hosting services. ICS
is a full service system integration firm specializing in
high-end computer networking infrastructures, internet
solutions, and Local and Wide Area Network installations.
The information herein is unaudited. However, in the opinion
of management, such information reflects all adjustments
(consisting only of normal recurring accruals) necessary to
make the financial statements not misleading. Additionally, it
should be noted that the accompanying financial statements do
not purport to contain complete disclosures in conformity with
generally accepted accounting principles.
The results of operations for the three and nine months ended
September 30, 1999 are not necessarily indicative of the
results of operations for the full year ending December 31,
1999. These statements should be read in conjunction with the
Company's Annual Report on Form 10-KSB.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Company's financial statements and the notes thereto. The discussion of results,
causes and trends should not be construed to imply any conclusion that such
results or trends will necessarily continue in the future.
FORWARD-LOOKING STATEMENTS
When used in the Form 10-QSB and in future filings by the Company with the
Securities and Exchange Commission, the words or phrases "will likely result,",
"management expects" or the "the Company expects," "will continue," "is
anticipated," "estimated" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Section 21E of the
Securities Exchange Act of 1934, as amended. Readers are cautioned not to place
undue reliance on any such forward-looking statements, each of which speak only
as of the date made. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company
has no obligation to publicly release the result of any revisions which may be
made to any forward-looking statements to reflect anticipated or unanticipated
events or circumstances occurring after the date of such statements.
MERGER
On July 1, 1999, the Company completed its merger with VillageNet, Inc.
("VillageNet") and Intelligent Computer Solutions, Inc. ("ICS"). For accounting
purposes, the transaction was accounted for as a reverse acquisition where the
Company and ICS are treated as the acquired companies and VillageNet as the
acquiring company, as the shareholders of VillageNet obtained a majority of the
shares of the combined company upon completion of the merger. Accordingly,
VillageNet's historical financial statements are the historical financial
statements of the combined companies and the results of Big City and ICS are
included in the financial statements from the date of the merger. The following
discussions, relate to the historical financial results of VillageNet for all
periods and include the results of ICS beginning July 1, 1999. The operating
results of Big City are classified as discontinued as the Company is in the
process of disposing of the remaining assets of the bagel business.
RESULTS OF OPERATIONS
Revenues for the three and nine months ended September 30, 1999 were $654,714
and $835,022, respectively a 458% and 151% increase in revenues over $117,139
and $332,216 for the three and nine months ended September 30, 1998. This
increase was primarily attributable to the addition of ICS sales of $566,065 for
the three and nine months ended September 30, 1999. Subscription service revenue
decreased by $25,490 and $60,259 for the three and nine months ended September
30, 1998. This decrease was primarily attributable to a decline in the number of
subscribers, as the Company scaled back on its advertising and marketing efforts
until it raised capital for expansion.
Cost of sales were $482,390 and $584,114, representing 74% and 70% of total
revenues for the three and nine months ended September 30, 1999, compared to
$61,180 and $135,815, representing 52% and 41% of total revenues for the three
and nine months ended September 30, 1998. This increase in cost of sales as a
percentage of sales was primarily attributable to the addition of ICS's computer
network business for the three months ended September 30, 1999. VillageNet
upgraded its backbone service and redundancy to ensure its connectivity. These
costs increased without an increase in revenues. This was undertaken to position
the Company for expansion of its internet business.
Selling, general and administrative expenses (SG&A) were $256,711 and $338,431
for the three and nine months September 30, 1999, an increase of $81,720 and
$65,220 from $24,943 and $111,083 for the three and nine months ended September
30, 1998. This increase was primarily attributable to the addition of the SG&A
expenses of ICS for the three months ended September 30, 1999. There was an
increase of $34,543 in professional fees for the nine months ended September 30,
1999, primarily attributable to the expenses related to the merger.
8
<PAGE> 9
The net loss for the three and nine months ended September 30, 1999 were
$626,026 and $632,846 compared to net income of $23,016 and $60,318 for the
three and nine months ended September 30, 1998. The primary reasons for the
increase in the current period loss was due to the incorporation of the results
of operations of ICS and the loss from discontinued operations.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents at September 30, 1999 were $102,179, compared to
$21,897 at December 13, 1998. This increase was primarily attributable to the
Company receiving financing in 1999 which was partially used to fund its
operating loss and merger costs incurred in the three months ended September 30,
1999.
Accounts receivable increased to $757,027 at September 30, 1999, from $43,454 at
December 31, 1998. This increase was primarily due to the acquisition of
accounts receivable of $712,873 in the merger with ICS.
Inventory increased to $140,544 at September 30, 1999 from $0 at December 31,
1998, due to the acquisition of inventory of $140,544 in the merger with ICS.
Prepaid expenses and other current assets increased to $123,041 at September 30,
1999 from $0 at December 31, 1998, due to the acquisition of prepaid insurance
and other current assets of $123,041 in the merger with ICS.
Fixed assets, net of accumulated depreciation, increased to $281,001 at
September 30, 1999 from $141,485 at December 31, 1998, as a result of the
purchase of $76,089 of internet equipment to upgrade and increase the Company's
internet capacity and reliability, and the acquisition of equipment of $86,841,
net of accumulated depreciation, in the merger with ICS.
Intangible assets, net of accumulated amortization, increased to $2,335,215 at
September 30, 1999 from $916 at December 31, 1998. This increase resulted from
the recognition of $2,373,923 in excess of costs over fair value of net assets
acquired in the purchase of ICS by VillageNet. Amortization expense of $39,565
was recognized for the three months ended September 30, 1999.
Security deposits and other assets increased to $12,883 at September 30, 1999
from $0 at December 31, 1998, due to the acquisition of security deposits of
$12,883 in the merger with ICS.
The combination of accounts payable and accrued expenses increased to $515,777
at September 30, 1999 from $24,320 at December 31, 1998. This increase was
primarily due to the acquisition of accounts payable and accrued expenses of
$429,574 in the merger with ICS.
Notes and loans payable increased to $1,135,261 at September 30, 1999 from
$306,301 at December 31, 1998. The Company has obtained a $400,000 bridge loan
pursuant to a private placement offering, maturing February 11, 2000 with
principal and interest at eight percent (8%) per annum, and $200,000 of bank
notes, maturing April 30, 2000 with interest payable monthly at prime plus two
percent, to fund operations. In addition $516,531 of loans were assumed in the
merger with ICS, these loans are subordinated to the bank debt with interest at
five percent (5%) per annum.
At September 30, 1999, the Company had $(104,260) of negative working capital
and a current ratio of 0.9 to 1.
The Company's operating activities used net cash of $58,106 during the nine
months ended September 30, 1999, as compared to net cash provided by operations
of $71,856 for the corresponding period of the prior year. This increase in use
of cash was primarily due to the funding of the Company's net loss from
continuing operations and loss from discontinued operations.
In June 1998, management determined that the Company's business of operating
Company-owned retail stores no longer provided the opportunity for growth or
profitability. Accordingly, to reduce costs and losses and to replenish
9
<PAGE> 10
capital needed for operations, the Company decided to sell Company-owned stores,
preferably to new or existing franchisees, or to close stores that could not be
timely sold. To date, the Company has sold or closed all of its Company-owned
stores . To further reduce costs, in March 1999, the Company relocated its
commissary to a facility in Santa Ana, California that it shares with an
existing baked goods manufacturing business.
The Company has decided to discontinue its business as a franchiser and operator
of a commissary that supplies retail stores and wholesale accounts with bagel
products, because the Company recognized that this remaining core business would
not generate sufficient revenues to achieve profitability. On July 1, 1999, the
Company completed an Agreement and Plan of Reorganization and Merger, with
Intelligent Computer Solutions, Inc. (ICS) and VillageNet, Inc. (VillageNet).
VillageNet, founded in June 1995, is a community-oriented Internet service
provider specializing in educational and family-based Internet services with a
local emphasis on business advertising and shopping, chat rooms and
parent/student/teacher interaction. It is a subscriber service that offers
solutions to the world closest to home, simplifying and concentrating Internet
information for users interested in on-line purchases as well as their local
community's activities, including educational, cultural and consumer affairs.
The VillageNet ISP is based on the idea that people want to use the Internet as
a convenient way to communicate with school districts, local government and
local businesses, taking advantage of the latest 56K dial, ISDN and DSL user
services.
ICS, founded in October 1994, is a systems-integration firm specializing in
network design, implementation and maintenance and providing Internet/Intranet
messaging and security products and services. Its wide range of services, from
complex installations for the Pentagon and Fortune 500 companies to educational
institutions, has led to rapid growth of the business. In addition to its
computer consulting expertise, ICS is a strategic partner with various companies
in the network integration business. ICS also manufactures several specialized
Internet applications in the area of messaging and security. It plans to offer
these products and services nationally.
The Company intends to acquire Internet companies currently outsourcing internet
access needs that are compatible with the ISP services offered by the Company.
By then placing these companies on its existing backbone infrastructure, the
Company should be adding services, attracting new Internet users and increasing
revenue through the elimination of outsourcing costs of the acquired companies.
As a result of the business combination with VillageNet and ICS, the Company
will require additional working capital. These funds will be needed to finance
operations and the discontinued operations of Big City. Additionally the Company
plans to expand its Internet business through the franchising of ISP's and
increase its marketing and advertising to expand its local ISP network. The
Company intends to obtain additional working capital through the issuance of
convertible debt and through the private placement of equity securities.
However, there can be no assurance that the Company will be able to do so, that
the terms available to the Company in such a financing will be favorable to the
Company or that the proceeds of such financing will provide sufficient working
capital for more than a limited period of time. The Company has completed a two
bridge financing arrangements which it issued an aggregate of $600,000 principal
amount of promissory notes, which bear interest at the rate of eight percent
(8%) per annum. These loans mature February 11, 2000, $400,000, and October 11,
2004, $200,000, together with interest. These loans are secured by common and
preferred stock of two of its stockholders.
OTHER MATTERS
General
On July 1, 1999, Big City Bagels, Inc. ("Company"), BCB Acquisition Corp. I
("BCB I") and BCB Acquisition Corp. II ("BCB II" and, together with the Company
and BCB I, the "Big City Parties") consummated the transactions contemplated by
the Agreement and Plan of Reorganization and Merger with Intelligent Computer
Solutions, Inc. ("ICS"), VillageNet, Inc. ("VillageNet") and each of the
shareholders of ICS and VillageNet (collectively, the "Shareholders" and,
together with ICS and VillageNet, the "Target Corporation Parties"), dated May
21, 1999 and as amended on June 28, 1999 (the "Merger Agreement"). The Merger
Agreement provided for the merger (the "Merger") of BCB I and BCB II with and
into ICS and VillageNet, respectively, for the separate
10
<PAGE> 11
corporate existence of BCB I and BCB II to cease and for ICS and VillageNet to
be the surviving corporations of the Merger, continuing after the Merger as
wholly-owned subsidiaries of the Company.
YEAR 2000 COMPLIANCE
Many computer systems currently in use were designed to use only two digits in
the date field and thus may experience difficulty processing dates beyond the
Year 1999. Consequently, some computer hardware and software will need to be
modified prior to the Year 2000 to remain functional. The Company's own systems
are Year 2000 compliant, which means that the systems will accurately process
date/time date regardless of whether the date is in the twentieth century or the
twenty-first century.
The Company is also in the process of assessing its vendors, utilities, banks
and others with whom it does business to determine whether the failure of any of
the foregoing to be Year 2000 compliant would have a material adverse effect on
the Company. Management believes that the likelihood of such adverse effect is
immaterial. The Company's operations utilize relatively little electronic data
interchange with vendors and other third parties. However, to the extent that
such third parties, particularly utilities and banks, may not be Year 2000
compliant, the Company may be adversely affected, although the magnitude of such
effect cannot be estimated. The cost to the Company of making its third-party
Year 2000 compliance assessment is not expected to be material.
11
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NUMBER
3.1 Certificate of Incorporation of the Company, as amended through
September 30, 1999 (1)
3.2 By-Laws of the Company, as amended (2)
27.1* Financial Data Schedule (9/30/99)
- ------------
* Filed herewith
(1) Filed as an Exhibit to the Company's Form 10-QSB, dated August 20,
1999, and incorporated herein by reference.
(2) Filed as an Exhibit to the Company's Form 10-KSB (No. 000-28058) dated
March 31, 1999, and incorporated herein by reference.
(b) REPORTS ON FORM 8-K
Form 8-K filed July 1, 1999 relating to the acquisition by the Company
of Intelligent Computer Solutions, Inc. and VillageNet, Inc. (Pro-forma
financial statements relating to the acquisition were filed on October
5, 1999, on Form 8-K.)
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this export to be signed on its behalf by the
undersigned thereunto duly authorized.
Big City Bagels, Inc.
---------------------
(Registrant)
Dated: November 17, 1999 By: \s\ Peter Keenan
-------------------------------
Peter Keenan, President
By: \s\ Edilberto Enriquez
-------------------------------
Edilberto Enriquez, Treasurer and Chief Financial
Officer
13
<PAGE> 14
Index to Exhibits
EXHIBIT
NUMBER
- -------
3.1 Certificate of Incorporation of the Company, as amended through
September 30, 1999 (1)
3.2 By-Laws of the Company, as amended (2)
27.1* Financial Data Schedule (9/30/99)
- ------------
* Filed herewith
(1) Filed as an Exhibit to the Company's Form 10-QSB, dated August 20,
1999, and incorporated herein by reference.
(2) Filed as an Exhibit to the Company's Form 10-KSB (No. 000-28058) dated
March 31, 1999, and incorporated herein by reference.
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 102,179
<SECURITIES> 0
<RECEIVABLES> 759,527
<ALLOWANCES> 2,500
<INVENTORY> 140,544
<CURRENT-ASSETS> 1,122,791
<PP&E> 398,550
<DEPRECIATION> 117,549
<TOTAL-ASSETS> 3,853,154
<CURRENT-LIABILITIES> 1,227,051
<BONDS> 0
0
508
<COMMON> 16,708
<OTHER-SE> 2,056,707
<TOTAL-LIABILITY-AND-EQUITY> 3,853,154
<SALES> 835,022
<TOTAL-REVENUES> 835,022
<CGS> 584,114
<TOTAL-COSTS> 976,130
<OTHER-EXPENSES> 39,565
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,020
<INCOME-PRETAX> (141,108)
<INCOME-TAX> (39,500)
<INCOME-CONTINUING> (101,608)
<DISCONTINUED> (531,238)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (632,846)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
