UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
_______________TO_______________
Commission File Number: 000-30095
UNIQUE BAGEL CO., INC.
(Exact name of small business issuer as specified in its charter)
Delaware 33-0921967
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
127 Bunga Ext., Ayala Alabang Village, Muntinlupa City Metro
Manila, Philippines 1780
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(Address and Zip Code of principal executive offices)
(619) 482-7177
(Issuer's Telephone Number)
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 ____
On May 1, 2000, there were 7,000,000 shares of the Registrant's Common
Stock, par value $.0001 per share, outstanding.
UNIQUE BAGEL CO., INC.
FORM 10-QSB
FOR THE QUARTER ENDED MARCH 31, 2000
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Balance Sheets - March 31, 2000 (Unaudited) and Dec. 31, 1999 3
Statements of Operations -- Three Month Period Ended
March 31, 2000 and March 31, 1999, (Unaudited) 4
Statements of Cash Flows -- Three Month Period Ended
March 31, 2000 and March 31, 1999, (Unaudited) 5
Notes to Financial Statements 6,7
Item 2. Management's Discussion and Analysis of Operations 7,8
PART II. OTHER INFORMATION
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
Item 6. Exhibits and Reports on Form 8-K - NONE
SIGNATURE 9
1. Financial Statements
UNIQUE BAGEL CO., INC.
Balance Sheets
March 31, Dec 31,
2000 1999
ASSETS
Cash $ 1,976 $ 2,006
19% of New York Bagel Company, Inc. 375 375
Organization Cost 125 125
TOTAL ASSETS $ 2,476 $ 2,506
LIABILITIES
Accounts Payable $ 0 0
TOTAL LIABILITIES 0 0
STOCKHOLDERS EQUITY
Common Stock, $.0001 par value,
50,000,000 shares authorized;
11,000,000 issued and outstanding 1,100
7,000,000 issued and outstanding 700
Additional paid-in capital 4,800 4,400
Accumulated deficit (3,024) (2,994)
TOTAL STOCKHOLDERS EQUITY 2,476 2,506
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 2,476 $ 2,506
See Notes to Financial Statements
UNIQUE BAGEL CO., INC.
Statements of Operations
(Unaudited)
Three Months Ended
March 31, March 31,
2000 1999
Net Sales 0 0
Costs of Sales 0 0
Gross Profit 0 0
Operating Expenses
General and Administrative 30 1,130
Total Operating Expenses 30 1,130
Net Income (Loss) (30) (1,130)
Income Taxes (Note C) 0 0
Net Income (30) (1,130)
Earnings per Share (.000003) (.000226)
Weighted Average
Shares Outstanding 10,333,000 5,000,000
See Notes to Financial Statements
UNIQUE BAGEL CO., INC.
Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31, March 31,
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) (30) (1,130)
Adjustments to reconcile Net
Operating Activities 0 0
NET CASH USED IN OPERATING ACTIVITIES (30) (1,130)
CASH FLOWS FROM INVESTING ACTIVITIES 0 0
CASH FLOWS FROM FINANCING ACTIVITIES 0 0
PROCEEDS FROM ISSUANCE OF STOCK 0 0
NET INCREASE (DECREASE) IN CASH (30) (1,130)
CASH BEGINNING 2,006 5,000
CASH ENDING 1,976 3,870
See Notes to Financial Statements
UNIQUE BAGEL CO., INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
As of March 31, 2000 and for the Three Months Periods Ended March 31,
2000 and March 31, 1999
The accompanying interim financial statements should be read in
conjunction with the annual financial statements and notes thereto
included in Unique Bagel Co., Inc.'s Annual Report and Form 10-SB. The
Balance Sheet as of March 31, 2000 and the related Statements of
Operations and Statements of Cash Flows for the quarters ended March 31,
2000 and March 31, 1999 are unaudited, but in the opinion of management
include all normal and recurring adjustments necessary for a fair
statement of the results for such interim periods.
a. Organization
The financial statements presented are those of Unique Bagel Co., Inc.
(the company). The company was incorporated on August 11, 1998 in the
state of Delaware, to be a diversified holding company.
b. Stockholders Equity
The company is authorized to issue 50,000,000 shares of common stock, par
value $0.0001 per share, of which 7,000,000 shares are issued and
outstanding. In August and September 1998 the company sold 500,000
shares of common stock at $.01 per share for a total proceeds of $5,000.
On March 31, 1999 the shareholders of the company agreed to a two for one
stock split, issuing 5,500,000 shares to increase the total number of
shares of common stock issued and outstanding to 11,000,000 shares. On
March 17, 2000 the shareholders agreed to a second two for one split,
lifting the outstanding shares to 22,000,000, but on the same day the
president of the Company agreed to cancel 15,000,000 of his shares. As a
result, there are now 7,000,000 shares issued and outstanding.
On August 11, 1998, the company acquired 19% of New York Bagel Company,
Inc., in a related party transaction. New York Bagel commenced
operations in 1996 under the name "New York Bagel Company" and was
incorporated in the Philippines in March of 1998 as the "New York Bagel
Company, Inc." The company holds an option to acquire the remaining
eighty-one percent (81%) of New York Bagel Company, Inc. The company
acquired its 19% interest in New York Bagel Company, Inc. through the
issuance of five million (5,000,000) shares of its common stock to New
York Bagel Company, Inc.'s shareholder. The investment in New York Bagel
Company, Inc. is recorded at the par value of the Unique Bagel Co., Inc.
stock given up in the exchange.
c. Accounting Method
The company's financial statements are prepared using the accrual method
of accounting. The company has elected a December 31 year end.
d. Net Income
The company is in the development stage and as such had no income or
expenses in 1998, a loss in 1999, and a loss in the period ended March
31, 2000.
e. Provision for taxes
The company accounts for income taxes using Statement of Financial
Accounting Standard No 109, the liability method is used in accounting
for income taxes.
f. Earnings Per Share
Earnings per share is provided in accordance with accounting principles
board opinion No. 15(APB No. 15) "Earnings Per Share." Due to the
Company's simple capital structure, only one earnings per share
calculation is presented. Earning per share is computed by dividing
income available to common stockholders by the weighted average number of
common shares outstanding during the period.
g. Limited History of Operations
The company was organized on August 11, 1998 and has had no operations to
date other than those of New York Bagel Company, Inc. which the company
acquired on August 11, 1998. The success of the company must be
considered in light of the problems encountered with the start up of a
new business and the likelihood of succeeding.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
Liquidity and Capital Resources
The Issuer is in the development stage. It is a holding company with no
ongoing expenses other than those required to maintain corporate
existence. It pays no salaries and no rent. The Issuer currently has cash
on hand of $1,976 and no liabilities. It is believed that this sum will
be sufficient to maintain the Company for at least a year. Management
also anticipates that it will receive its first dividends from NYBC
before the end of this year and that those dividends will be in an amount
at least equal to, and probably greater than, annual expenses. Based on
the foregoing, the Company's capital is sufficient to allow it to
continue to finance operating activities in this manner for the
foreseeable future.
Results of Operations
The Company's balance sheet for the period ending December 31, 1999, the
Company's first full year of operation, reflected total assets of $2,506,
consisting of $2,006 in cash, $125 in organizational costs, and $375
being the par value stock basis of its investment in New York Bagel
Company, Inc. There were no liabilities. By the end of the first quarter
cash had declined by $30 to $1,976 with no liabilities.
The Company has not engaged in any significant operations since inception
other than oversight of its investment in NYBC, corporate maintenance
activities, acquisition of capital, and preparation for filing of its
Registration Statement on Form 10-SB. No operating revenues have been
realized by the Company since inception.
The Company anticipates incurring increased expenses in the current year
as a result of costs associated with registration under the Securities
Exchange Act of 1934. However the Company also expects to receive its
first dividends from its investment in NYBC before September 1, 2000.
Management therefore expects that it will be able to offset the higher
operating costs associated with registration under the Securities
Exchange Act with dividends from its holdings in NYBC.
Need for Additional Financing
The Company believes that its existing capital will be sufficient to meet
the Company's cash needs through the inception of dividend receipts. The
Company believes that these dividends will generate sufficient cash for
its operating needs by the end of the third quarter. The Company
therefore does not foresee the need for additional financing in the year
ahead.
"CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THEP RIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for
historical matters, the matters discussed in this Form 10-SB are forward-
looking statements based on current expectations, and involve risks and
uncertainties. Forward-looking statements include, but are not limited
to, statements under the following heading: "Management's Discussion And
Analysis Or Plan Of Operations" - the timing and expected profitable
results of dividend receipts from NYBC and the need for no additional
financing.
PART II: OTHER INFORMATION
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.
Item 6. Exhibits and Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNIQUE BAGEL CO., INC. (Registrant)
Date: May 10, 2000 By: /s/ Dennis Greenfield
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Dennis Greenfield
President and Chief Financial Officer
FINANCIAL DATA SCHEDULE:
PERIOD TYPE: 3-MOS
FISCAL YEAR END: DEC-31-1999
PERIOD END: MAR-31-2000
CASH: 1,976
SECURITIES: 0
RECEIVABLES: 0
ALLOWANCES: 0
INVENTORY: 0
CURRENT ASSETS: 2,476
PP&E: 0
DEPRECIATION: 0
TOTAL ASSETS: 2,476
CURRENT LIABILITIES: 0
BONDS: 0
PREFERRED MANDATORY: 0
PREFERRED: 0
COMMON: 5,500
OTHER SE: 0
TOTAL LIABILITY AND EQUITY: 2,476
SALES: 0
TOTAL REVENUES: 0
CGS: 0
TOTAL COSTS: 0
OTHER EXPENSES: 30
LOSS PROVISION: 0
INTEREST EXPENSE: 0
INCOME PRETAX: (30)
INCOME TAX: 0
INCOME CONTINUING: (30)
DISCONTINUED: 0
EXTRAORDINARY: 0
CHANGES: 0
NET INCOME: (30)
EPS BASIC: (0.000003)
EPS DILUTED: (0.000003)
