1
U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB12G
General Form For Registration Of Securities Of
Small Business Issuers
Under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Unique Bagel Co., Inc.
(Name of Small Business Issuer in its charter)
Delaware Applied For
(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
(Address and ZIP code of Principal Office)
(632) 842-2675
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: None
Name of each exchange on which each class is to be registered:
None
Securities to be registered under Section 12(g) of the Act:
Common Stock
(Title of class)
ITEM 1 DESCRIPTION OF BUSINESS
GENERAL
Unique Bagel Co., Inc. (the "Company") was incorporated under the
laws of the State of Delaware on August 11, 1998. The articles of
incorporation of the Company authorized the issuance of fifty
million (50,000,000) shares of Common Stock at a par value of
$0.0001 per share. Also on August 11, 1998 the Company acquired a
nineteen percent (19%) interest in New York Bagel Company, Inc.
in exchange for 5,000,000 shares of common stock in the Company.
On August 19, 1998 a Form D was filed with the Securities and
Exchange Commission and, thereafter, 500,000 shares of common
stock were sold pursuant to a Rule 504 exemption.
On March 31, 1999 the Company authorized a two (2) for one (1)
forward stock split, resulting in a total of 11,000,000 common
shares then issued and outstanding. On March 17, 2000 the Company
authorized a second two (2) for one (1) forward stock split,
increasing the total number of issued and outstanding shares to
22,000,000. Immediately thereafter, also on March 17, 2000,
Dennis Greenfield, the President of the Company and the holder of
20,000,000 shares, returned 15,000,000 of his shares to the
treasury for cancellation. Consequently, Mr. Greenfield now holds
the same number of shares in the Company that he held originally:
5,000,000 shares. As a result of the split and subsequent
cancellation there are, as of the date hereof, seven million
(7,000,000) shares issued and outstanding.
The Company currently owns a nineteen percent (19%) interest in
New York Bagel Company, Inc. (hereinafter NYBC), a Philippine
corporation producing and selling health oriented breads and
bagels. The Company also holds an option to acquire the remaining
eighty-one percent (81%) of New York Bagel Company, Inc.
Business Description
The Issuer has no direct operations other than to oversee the
business of NYBC. Therefore this business description will
concentrate on the activities of NYBC, the Philippine corporation
which is the Issuer's only asset.
Over the past three years NYBC has developed, produced, and
marketed a line of bagels and other bread products which are
formulated for people who are very health conscious and/or who
have restrictive diets as a result of health problems. At the
present time, approximately 75% of NYBC's business is generated
from the health conscious market and the business is growing.
In a typical bagel shop customers find a long list of flavored
bagels, all made from white flour, as well as a plain whole wheat
bagel and, in some cases, a five grain bagel. But most shops do
not offer flavored whole wheat bagels or flavored five grain
bagels. Many people, particularly in Asia, are wheat intolerant
or are diabetics and therefore cannot eat wheat flour because it
creates problems with their blood sugar, but they can eat other
flour products, such as rice flour, soy flour, amarynth flour and
a host of other grains. Yet these flours are not found in the
vast majority of bakeries, and management is not aware of any
competing bagel shops which offer such products. NYBC does use
these alternate flours in the production of its baked products.
In addition to bagels, NYBC makes other baked items, such as pita
bread and loaf breads, all made with the same types of healthy
flours. NYBC also produces a wide array of fat free muffins,
granola bars, various spreads, pickles, etc. All of these items
are designed to fit a niche market of specialty foods, slightly
more expensive than the ordinary run of the mill, but quality is
a prime concern. All ingredients are organic in origin as much as
possible and healthy to consume. To this is of course added a
complete line of regular white flour bagels and Philly Cream
Cheese spreads.
NYBC's production process for the bagel is highly traditional.
Many bagel shops are employing new steam ovens for their bagel
making process. In this the bagel is steamed while baking rather
than being boiled for several minutes prior to baking. Also, most
outlets using these ovens use a pre-mix, which of course is
loaded with preservatives, extenders and the like. In
traditional bagel baking there are three processes to complete
the bagel and preservatives are never used. Following the
traditional process, NYBC's bakers first prepare the dough and
let it rise, then broil it to toughen the outside and accelerate
the yeast action, then boil it for a few minutes before the final
baking.
This business is currently generating slightly in excess of
$30,000 per month and operating from two facilities, one of
approximately 1500 square feet and the other of approximately 880
square feet. Management is preparing to expand the company to
reach a wider market in the Philippines and to introduce the
products in other cities in Asia and ultimately in the US.
Plans include patenting the recipes for the specialty wheats and
then establishing a franchise operation throughout Asia.
Management anticipates that franchises will be fully integrated
operations with baking, wholesale sales, and retail sales all
under one roof.
The profit margin on sales is also about 40% of the selling
price. Sales are generated through home deliveries (this covers
about 35% of sales), through outlet stores (about 30% of sales),
and through direct sales (about 35% of sales).
The current product line includes 32 flavors of bagels and 6
different kinds of bagel bases; 18 flavors of muffins, all whole
wheat; Bagel chips; Pita bread chips; Pita Bread, in 6 different
flours; an array of pickles, smears, tofu dips, middle eastern
dips, etc.
Manufacturing Facilities
NYBC currently produces its baked products in a commercial bakery
and retail location of approximately 1500 square feet. NYBC has a
second retail location of approximately 880 square feet. These
facilities are rented on a month to month basis. In addition, the
Issuer utilizes a space of approximately 50 square feet which is
provided gratis by the President of the Company.
Sales
NYBC has monthly sales of approximately $30,000. Because of the
lower standard and cost of living in the Philippines, management
considers this an acceptable level of sales for this stage of
NYBC's development.
Competition
While other bagel shops are operating in the Philippines, there
are none which appeal to the health conscious consumer through
the use of alternative flowers in the way that NYBC does.
Research and Development
NYBC continues to research and develop the use of new flours and
new recipes, however the cost of this is currently negligible as
it is done in the same bakery and using the same workers used for
regular production.
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 $2,006 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 ended December 31,
1998, which was the Company's first five months after
incorporation, showed total assets of $5,500 consisting of $5,000
in cash, $125 in organizational costs, and $375 being the par
value stock basis of its investment in New York Bagel Company,
Inc. The $5,000 in cash resulted from a private placement. There
were no liabilities.
The Company's balance sheet for the period ending December 31,
1999, the Company's first full year of operation, reflects 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. Once again, there
were 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 THE PRIVATE 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 headings:
(i) "Description of Business" - the general description of
NYBC's plan to grow and engage in sales of its baked products.
(ii) "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.
Item 3. DESCRIPTION OF PROPERTY.
The Company currently maintains an office within the home of its
President and which is furnished gratis by its President.
Management believes that the Company will not need to maintain
any other office at any time in the foreseeable future.
Item 4. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY
OWNERS.
As of March 22, 2000, the following persons were known by the
Company to be part of Management or to own, of record or
beneficially, 5% or more of the Company's Common Stock.
Name and Address of Class of Number of Percent Owned
Beneficial Owner Shares Shares
Dennis Greenfield (1) Common 5,000,000 71.4%
127 Bunga Ext.,
Ayala Alabang
Village, Muntinlupa
City
Metro Manila,
Philippines 1780
Lorelie Capul (2) None 0 0%
127 Bunga Ext.,
Ayala Alabang
Village, Muntinlupa
City
Metro Manila,
Philippines 1780
(1) Dennis Greenfield serves as President and Director. He may
also be deemed the parent of the Company, as defined by the
Securities and Exchange Commission.
(2) Lorelie Capul serves as Secretary and Director.
Item 5. DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT
EMPLOYEES.
The directors and executive officers currently serving the
Company are as follows:
Name and Address Age Title
Dennis Greenfield 59 President and
127 Bunga Ext., Director
Ayala Alabang Village,
Muntinlupa City
Metro Manila,
Philippines 1780
Lorelie Capul 26 Secretary and
127 Bunga Ext., Director
Ayala Alabang Village,
Muntinlupa City
Metro Manila,
Philippines 1780
Resumes of the Officers and Directors of the Company are as
follows:
Dennis Greenfield
President, Director
Dennis Greenfield has been a co-owner of the NYBC and has been
responsible for its administration since 1996. From 1992 to 1996
he was Director of operations at Asiawealth Apparel, Inc. of
Manila where he was responsible for all production and
administration of the company's operations in the Philippines.
From 1990 to 1992 he was Consultant Manager for new product
development at Feltman Brothers, also of Manila. Prior to 1990
he held similar positions in manufacturing management with a
number of other companies both in Asia and in the United States.
Mr. Greenfield holds a B.A. in Business Administration from
Seattle University.
Lorelie Capul
Secretary, Director
Lorelie Capul has also served as Manager of Sales and Marketing
and Purchasing for the NYBC since May, 1998. She is involved in
the local distribution of finished products as well as in
sourcing of raw materials and supplies. Prior to May, 1998 she
worked as an industrial engineer at Star Performance Inc., a
manufacturer of underwear, where she conducted time and motion
studies to determine the efficiency of workers. She also
provided assistance to the Production Manager to improve
productivity and cost through development and implementation of
simplification, methods analysis, and cost control. Other
activities included checking sewer performance levels, quality
performance, and line balancing. She received her B.S. in
Industrial Engineering from Manuel Luis Quezon University in
March, 1995.
Item 6. EXECUTIVE COMPENSATION
The Company pays no compensation to either of its officers and
directors. The Company has agreed to consider pay to its officers
when positive cash flow permits, but not before then.
On August 11, 1998 Mr. Dennis Greenfield, then President and a
Director of the Company, received 5,000,000 shares of common
stock. These shares were issued in exchange for his shares in
NYBC representing a 19% interest in NYBC. On March 31, 1999 and
again on March 17, 2000 the shares were split two for one.
However, also on March 17, 2000, Mr. Greenfield returned all of
his split shares to treasury for cancellation. Consequently,
Mr. Greenfield now holds a total of 5,000,000 shares of common
stock.
There is no annuity, pension or retirement benefits proposed to
be paid to officers, directors or employees of the Company in the
event of retirement.
No remuneration (other than the possibility that the issue will
be reconsidered when the Company is profitable as reported in
paragraph 1 of this item), is proposed to be paid in the future
directly or indirectly by the Company to any officer or director
under any plan which is presently existing. No options have been
granted.
Summary Compensation Table
Name and Yea Salar Bonu Other Restricted
Position r y s Compensation Stock Awards
Dennis 199 $ 0 $ 0 $ 0 5,000,000
Greenfield 8 shares
President/Dire
ctor
Dennis 199 $ 0 $ 0 $ 0 0 shares
Greenfield 9
President/Dire
ctor
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 11, 1998 the Company issued 5,000,000 shares of its
common stock in a non-public offering to its founder and
President, Dennis Greenfield. These shares were issued in
exchange for a 19% interest in New York Bagel Company, Inc., a
Philippine corporation. On March 31, 1999 and again on March 17,
2000 the shares were split two for one. However, also on March
17, 2000, Mr. Greenfield returned all of his split shares to
treasury for cancellation. Consequently, Mr. Greenfield now holds
a total of 5,000,000 shares of common stock.
PART II
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
A. Market Information.
The Common Stock of the Company is not currently traded and has
never been traded in the past. Hence there is no market history.
There is only one class of stock: Common. None of the Company's
stock is subject to options or warrants to purchase, and there
are no securities convertible into the Company's common stock.
There is currently no common equity that is being offered or that
is proposed to be offered by the registrant.
B. Stockholders.
As of March 22, 2000, the number of common shareholders of record
was 51.
C. Dividend Policy.
The Company has not paid any dividends to date, and it does not
expect to pay any dividends at any time in the foreseeable
future. The board of directors of the Company will review its
dividend policy from time to time to determine the desirability
and feasibility of paying dividends after giving consideration to
the Company's earnings, financial condition, capital requirements
and such other factors as the board may deem relevant.
D. Reports to Shareholders.
The Company intends to furnish its shareholders with annual
reports containing audited financial statements and such other
periodic reports as the Company may determine to be appropriate
or as may be required by law. Upon the effectiveness of this
Registration Statement, the Company will be required to comply
with periodic reporting, proxy solicitation, and certain other
requirements under the Securities Exchange Act of 1934 as
amended.
E. Transfer Agent and Registrar.
The transfer agent for the Company's common stock is Interwest
Transfer, P. O. Box 17136, Salt Lake City, Utah, 84117.
ITEM 3. RECENT SALES OF UNREGISTERED SECURITIES
On August 11, 1998 the Company issued 5,000,000 shares of common
stock to its President, Dennis Greenfield, in exchange for a 19%
interest in New York Bagel Company, Inc., a Philippine
corporation. These shares were issued in a non-public offering in
reliance on Section 4(2) of the Securities Act of 1933 as
amended.
On or about August 19, 1998 the Company filed a Form-D with the
U.S. Securities and Exchange Commission. Between August 19, 1998
and September 15, 1998 the Company offered and sold common shares
to a total of 50 unaffiliated individuals. Those individuals
purchased a total of 500,000 shares for total proceeds of $5,000.
The offers and sales were made pursuant to Rule 504 of Regulation
D under the Securities Act of 1933 as amended.
All shares were subsequently split two (2) for one (1) twice,
first on March 31, 1999 and again on March 17, 2000. Also on
March 17, 2000, Dennis Greenfield, the President of the Company
and the holder of 20,000,000 shares, returned 15,000,000 of his
shares (that being the total number received through stock
splits) to the treasury for cancellation. Consequently, Mr.
Greenfield now holds the same number of shares in the Company
that he held originally, 5,000,000 shares, while investors in the
Company now hold 2,000,000 shares. As of the date hereof, a total
of seven million (7,000,000) shares are issued and outstanding
and these are held by fifty-one (51) shareholders of record.
ITEM 4. DESCRIPTION OF SECURITIES
Common Stock
The Company's Certificate of Incorporation authorizes the
issuance of 50,000,000 shares of Common Stock, par value $0.0001
per share, of which 7,000,000 shares were outstanding as of March
22, 2000.
Description of Rights and Liabilities of Common Stockholders.
Voting Rights - Each record holder of common stock is entitled to
one vote for each share held on all matters to be voted on by the
stockholders. Holders of common stock do not have cumulative
voting rights. Thus the holder of fifty percent (50%) plus one of
the shares voting for the election of directors can elect all of
the directors.
Dividend Rights - Holders of common stock are entitled to share
ratably in such dividends, if any, as may be declared from time
to time by the Board of Directors out of legally available funds.
Liquidation Rights - In the event of liquidation, dissolution or
winding up of the affairs of the Company, holders of shares of
common stock are entitled to share ratably all net assets
remaining after payment in full of all liabilities.
Preemptive Rights - Holders of common stock have no preemptive or
other subscription rights, and there are no conversion or
redemptive rights or sinking fund provisions with respect to such
shares.
Conversion Rights No shares of common stock are currently
subject to outstanding options, warrants, or other convertible
securities.
Redemption Rights No redemption rights exist for the Company's
common stock.
Sinking Fund Provisions No sinking fund provisions exist.
Further Liabilities for Calls No shares of common stock are
subject to further call or assessment by the issuer. The Company
has not issued any stock options as of the date of this
Registration Statement.
Potential Liabilities of Common Stockholders to State and Local
Authorities No material potential liabilities are anticipated
to be imposed on shareholders under state laws. However, certain
Delaware regulations require regulation of beneficial owners of
more than five percent (5%) of voting securities. Shareholders
who fall into this category may be subject to fines in
circumstances where non-compliance with these regulations is
established.
Debt Securities.
The Company is not registering any debt securities and there are
no debt securities currently authorized or outstanding.
Other Securities to be Registered.
The Company is not registering any securities other than its
common stock.
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The By-Laws of the Company provide indemnification of officers
and directors of the Company as follows:
By-Law 25
The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the
provisions of paragraph (7) of subsection (b) of Section 102 of
the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented.
By-Law 29
The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the
State of Delaware, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the
expenses, liabilities, or other matters referred to in or covered
by said section. The indemnification provided for herein shall
not be deemed exclusive of any other rights to which those
indemnified may be entitled under any agreement, vote of
stockholders or disinterested directors, or otherwise. Such
indemnification shall apply both as to action in his official
capacity of one holding office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and
administrators of such a person.
PART F/S
ITEM 1. FINANCIAL STATEMENTS
The following documents are filed as part of this report:
Audited Financial Statement for the years ended
December 31, 1998
December 31, 1999
ITEM 2. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None.
UNIQUE BAGEL CO., INC.
(A Delaware Corporation)
127 Bunga Ext.
Ayala Alabang Village
Muntinlupa City
Metro Manila, Philippines 1780
FINANCIAL STATEMENTS
For the period ended December 31, 1998
ROBERT J. BLISS
Certified Public Accountant
Chula Vista, California
INDEX TO FINANCIAL STATEMENTS
PAGE
INDEPENDENT AUDITORS REPORT 1
FINANCIAL STATEMENTS:
Balance Sheet as of December 31, 1998 2
Statement of Operations for the period ended
December 31, 1998 3
Statement of Changes in Stockholders Equity
For the period ended December 31, 1998 4
Statement of Cash Flows for the period ended
December 31, 1998 ` 5
NOTES TO FINANCIAL STATEMENTS 6-7
ROBERT J. BLISS, C.P.A.
289 Church Avenue
Chula Vista, California 91910
Tel (619) 585-7595 * Fax (619) 585-7597
Independent Auditors Report
The Board of Directors
Unique Bagel Co., Inc.
I have audited the accompanying balance sheet of Unique Bagel
Co., Inc. (a Delaware Corporation) as of December 31, 1998, and
the related statements of income, stockholders equity and cash
flows for the period from inception (August 11, 1998) to December
31, 1998. 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 accordance about whether
the financial statements are free of material misstatements. 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
audit provides 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
Unique Bagel Co., Inc. as of December 31, 1998 and the results of
its operations and its cash flows for the period then ended in
conformity with generally accepted accounting principles.
February 26, 1999
Robert J. Bliss
Chula Vista, CA
UNIQUE BAGEL CO., INC.
(a Delaware Corporation)
BALANCE SHEET
December 31, 1998
ASSETS
CURRENT ASSETS 1998
Cash 5,000
INVESTMENTS
19% of New York Bagel Company, Inc.
375
ORGANIZATION COST 125
Total Assets $5,500
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIIES
Accounts payable trade
STOCKHOLDERS EQUITY
Common stock, 40,000,000 shares
Authorized at $0,0001 par value;
5,500,000 shares issued and outstanding 550
Capital in excess of par value
4,950
Total Stockholders Equity 5,500
Total Liabilities and Stockholders Equity
$5,500
The accompanying notes are an integral part of these
financial statements
UNIQUE BAGEL CO., INC.
(A Delaware Corporation)
STATEMENT OF INCOME
From Inception, August 11, 1998 to December 31, 1998
REVENUE $
0
EXPENSES 0
Net Income (loss) $
0
Earning per share 0
Weighted Average shares outstanding 2,250,00
0
The accompanying notes are an integral part of these
financial statements.
UNIQUE BAGEL CO., INC.
(A Delaware Corporation)
STATEMENT OF STOCKHOLDERS; EQUITY
From inception August 11, 1998 to December 31, 1998
Deficit
Accumulate
Capital d during
Stock in the
Common Excess developmen
Shares Amount of t stage
Par
Value
Balance, 8-11-98 0 $ 0 $ 0 $ 0
Shares issued
to acquire 19% of
New York Bagel
Co Inc. and to pay
organization cost of
$125 on 8-11-98
valued at par value
0.0001 per share 5,000,00 500 0
0
Issuance of
500,000 shares
of common stock
in August 1998
at $0.01 per
share 500,000 50 4,950
Net income
for the
period ended
12-31-98 0
Balance on
12-31-98 5,500,00 $550 $4,950 $ 0
0
The accompanying notes are an integral part of these
financial statements
UNIQUE BAGEL CO., INC.
Statement of Cash Flows
From inception August 11, 1998 to December 31, 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $
0
Adjustments to reconcile Net
Operating activities
0
NET CASH USED IN OPERATING ACTIVITIES
0
CASH FLOWS FROM INVESTING ACTIVITIES
Organizational cost (
125)
Investment in New York Bagel
( 375)
Total cash used in investing
( 500)
CASH FLOWS FROM FINANCING ACTIVITIES
0
PROCEEDS FROM ISSUANCE OF
COMMON STOCK 5,500
NET INCREASE (DECREASE) IN CASH
5,000
CASH BEGINNING
0
CASH ENDING $5,000
The accompanying notes are an integral part of these
financial statements.
UNIQUE BAGEL CO., INC.
(A Delaware Corporation)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 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 5,000,000
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 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 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 companys 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.
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. 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.
UNIQUE BAGEL CO., INC.
(A Delaware Corporation)
127 Bunga Ext.
Ayala Alabang Village
Muntinlupa City
Metro Manila, Philippines 1780
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1998 and 1999
ROBERT J. BLISS
Certified Public Accountant
Chula Vista, California
INDEX TO FINANCIAL STATEMENTS
PAGE
INDEPENDENT AUDITORS REPORT 1
FINANCIAL STATEMENTS:
Balance Sheet as of December 31, 1998 & 1999 2
Statement of Operations for the periods ended
December 31, 1998 & 1999 3
Statement of Changes in Stockholders Equity
For the periods ended December 31, 1998 & 1999
4
Statement of Cash Flows for the periods ended
December 31, 1998 & 1999` 5
NOTES TO FINANCIAL STATEMENTS 6-7
ROBERT J. BLISS, C.P.A.
289 Church Avenue
Chula Vista, California 91910
Tel (619) 585-7595 * Fax (619) 585-7597
Independent Auditors Report
The Board of Directors
Unique Bagel Co., Inc.
I have audited the accompanying balance sheet of Unique Bagel
Co., Inc. (a Delaware Corporation) as of December 31, 1998 and
1999, and the related statements of income, stockholders equity
and cash flows for the period from inception (August 11, 1998) to
December 31, 1998 and for the year ended December 31, 1999.
These financial statements are the responsibility of the
companys 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 accordance about whether
the financial statements are free of material misstatements. 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
audit provides 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
Unique Bagel Co., Inc. as of December 31, 1998 and 1999 and the
results of its operations and its cash flows for the periods
ended December 31, 1998 and 1999 in conformity with generally
accepted accounting principles.
March 1, 2000
Robert J. Bliss
Chula Vista, CA
UNIQUE BAGEL CO., INC.
(a Delaware Corporation)
BALANCE SHEET
ASSETS
December 31,
CURRENT ASSETS 1999 1998
Cash 2,006
5,000
INVESTMENTS
19% of New York Bagel Company, Inc. 375
375
ORGANIZATION COST 125 125
Total Assets $2,506 5,500
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIIES
Accounts payable trade
STOCKHOLDERS EQUITY
Common stock, 50,000,000 shares
Authorized at $0.0001 par value;
11,000,000 shares issued and outstanding 1,100
550
Capital in excess of par value 4,400
4,950
Accumulated deficit (2,994) _____
Total Stockholders Equity 2,506
5,500
Total Liabilities and Stockholders Equity $2,506
$5,500
The accompanying notes are an integral part of these
financial statements
UNIQUE BAGEL CO., INC.
(A Delaware Corporation)
STATEMENT OF INCOME
For the years ended
December 31
1999 1998
REVENUE $ 0 $ 0
OPERATING EXPENSES
General and administrative
2,994 0
Total operating expense
2,994 0
Net Income (loss)
(2,994) 0
Income taxes 0 0
Net Income $(2,994) 0
Earning per share $(.00031
) 0
Weighted Average shares outstanding 9,625,00 2,250,00
0 0
The accompanying notes are an integral part of these
financial statements.
UNIQUE BAGEL CO., INC.
(A Delaware Corporation)
STATEMENT OF STOCKHOLDERS; EQUITY
December 31, 1999
Deficit
Accumulate
Capital d during
Common Stock in the
Shares Excess developmen
Amount of t stage
Par
Value
Balance, 8-11-98 0 $ 0 $ 0 $ 0
Shares issued
to acquire 19% of
New York Bagel
Co Inc. and to pay
Organization cost of
$125 on 8-11-98
valued at par value
0.0001 per share 5,000,00 500
0
Issuance of
500,000 shares
of common stock
in August 1998
at $0.01 per
share 500,000 50 4,950
Net income
for the
period ended
12-31-98 0
Stock split:
Two for One on
March 31, 1999 5,500,00 550 (550)
0
Net income for
Year 12-31-99 (2,994)
Balance on
12-31-99 11,000,0 $1,100 4,400 (2,994)
00
The accompanying notes are an integral part of these
financial statements
UNIQUE BAGEL CO., INC.
Statement of Cash Flows
For the years ended
December 31,
1999
1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (2,994)
0
Adjustments to reconcile Net
Operating activities 0
0
NET CASH USED IN OPERATING ACTIVITIES (2,994)
CASH FLOWS FROM INVESTING ACTIVITIES 0
0
Organizational cost (
125)
Investment in New York Bagel
( 375)
Total cash used in investing
( 500)
CASH FLOWS FROM FINANCING ACTIVITIES 0
0
PROCEEDS FROM ISSUANCE OF
COMMON STOCK
5,500
NET INCREASE (DECREASE) IN CASH (2,994)
5,000
CASH BEGINNING 5,000
0
CASH ENDING $2,006
$5,000
The accompanying notes are an integral part of these
financial statements.
UNIQUE BAGEL CO., INC.
(A Delaware Corporation)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1999
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
c. Stockholders Equity
The company is authorized to issue 50,000,000 shares of
common stock, par value $0.0001 per share, of which
11,000,000 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 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 and a loss in 1999.
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.
g. 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.
h. 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.
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit No.
Document 2.1
Articles of Incorporation 2.2
Bylaws 3.1
EXHIBIT NO. 2.2
ARTICLES OF INCORPORATION
CERTIFICATE OF INCORPORATION OF
UNIQUE BAGEL CO., INC.
FIRST: The name of the corporation is UNIQUE BAGEL CO., INC.
SECOND: The address of its registered office in the State of
Delaware is Three Mill Road, Suite 104 in the City of Wilmington,
County of New Castle, 19806-2146. Its registered agent at such
address is The Incorporators Ltd.
THIRD: The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH: The corporation shall have the authority to issue fifty
million shares of common stock with a par value of $0.0001.
FIFTH: The Board of Directors is expressly authorized to adopt,
amend, or repeal the By-Laws of the corporation.
SIXTH: The stockholders and directors may hold their meetings and
keep the books and documents of the corporation outside the State
of Delaware, at such places from time to time designated by the
By-Laws, except as otherwise required by the Laws of Delaware.
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The name and mailing address of the incorporator is
Matthew D. Esteves at Three Mill Road, Suite 104, Wilmington, DE
19806-2146.
NINTH: The number of directors of the corporation shall be fixed
from time to time by its By-Laws and may be increased or
decreased.
TENTH: The Board of Directors is expressly authorized and shall
have such authority as set forth in the By-Laws to the extent
such authority would be valid under Delaware Law.
ELEVENTH: No director of the corporation shall have personal
liability to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, provided that
this provision shall not eliminate or limit the liability of a
director (a) for any breach of the director's duty or loyalty to
the corporation or its stockholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the Delaware
Corporation Law, or (d) for any transaction from which the
director derived an improper personal benefit.
THE UNDERSIGNED Incorporator for the purpose of forming a
corporation pursuant to the laws of the State of Delaware, does
make this Certificate, hereby declaring and certifying that the
facts herein stated are true.
August 11, 1998
BY: /s/ Matthew D. Esteves
Matthew D. Esteves Incorporator
EXHIBIT NO. 3.1
BY-LAWS OF THE CORPORATION
CORPORATE BY-LAWS
OF
UNIQUE BAGEL CO., INC.
OFFICES
I - The registered office of the corporation shall be in the
State of Delaware. The resident agent in charge thereof shall be
appointed by the Board of Directors. The corporation may also
have offices at such other places both within and without the
State of Delaware as the Board of Directors may from time to time
determine or the business of the corporation may require.
CORPORATE SEAL
2. The corporation may transact any and all business without
the need for a corporate seal. If a seal is required by law, the
corporation may use a facsimile where inscribed therein is the
name of the corporation, the year of its incorporation, and the
words Corporate Seal, Delaware". In its discretion, the Board
is permitted to acquire and use a true seal setting forth the
information noted above.
MEETING OF STOCKHOLDERS
3. The annual meeting of stockholders for the election of
directors shall be held on a day during the first six months of
each fiscal year, at a time, and at a place all as set by the
Board of Directors. At said meeting the stockholders shall elect
by plurality vote, a Board of Directors, and may transact such
other business as may come before the meeting.
4. Special meetings of the stockholders may be called at any
time by the President, and shall be called by the President or
Secretary on the request in writing of a majority of the
directors or at the request in writing of a majority in voting
interest of stockholders entitled to vote.
5. All meetings of the stockholders for the elections of
directors shall be held at the office of the corporation in the
State of Delaware, or at such other place as may be fixed by the
Board of Directors, provided that at least ten days' notice be
given to the stockholders of the place so fixed. All other
meetings of the stockholders shall be held at such place or
places, within or without the State of Delaware, as may from time
to time be fixed in the notices or waivers of notice thereof.
6. Stockholders of the corporation entitled to vote shall be
such persons as are registered on the stock transfer books of the
corporation as owners of stock. The Board of Directors may set a
record date for annual meetings, but such record date may not be
more than 45 days prior to the annual meeting.
7. A complete list of stockholders entitled to vote,
arranged in alphabetical order, shall be prepared by the
Secretary or Transfer Agent and shall be open to the examination
of any stockholder at the place of election during the whole time
of the election.
8. Each stockholder entitled to vote shall, at every meeting
of the stockholders, be entitled to one vote for each share held.
Each stockholder entitled to vote may vote in person or by proxy
signed by the stockholder, but no proxy shall be voted on or
after three years from its date, unless it provides for a longer
period. Such right to vote shall be subject to the right of the
Board of Directors to fix a record date for stockholders as
provided by these By-Laws.
9. The holders of 30% of the stock issued and outstanding
and entitled to vote at a meeting of the stockholders, present in
person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the Certificate of
Incorporation. If such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote at the meeting, present in person or represented
by proxy, shall have the power to adjourn the meeting from time
to time, without notice other than announcement at the meeting,
until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for
more than 30 days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to
vote at the meeting.
10. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present
in person or represented by proxy, shall decide any question
properly brought before such meeting, unless the question is one
which by express provision of the statutes of the State of
Delaware or of the Certificate of Incorporation, a different vote
is required, in which case such express provision shall govern
and control the decision of such question.
11. Notice of all meetings shall be mailed by the Secretary
to each stockholder of record entitled to vote at his last known
post office address, for annual meetings fifteen days and for
special meetings ten days prior thereto.
12. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
13. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
voters that would be necessary to authorize or take such action
at a. meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent,
shall be given to those stockholders who have not consented in
writing.
DIRECTORS
14. The property and business of the corporation shall be
managed and controlled by the Board of Directors.
15. The directors shall hold office until the next annual
election and until their successors are elected and qualified.
Directors shall be elected by the stockholders, except that if
there be any vacancies on the Board of Directors by reason of
death, resignation, or otherwise, or if there be any newly
created directorships resulting from any increase in the number
of directors, such vacancies or newly created directorships may
be filled for the unexpired term by a majority of the directors
then in office, though less than a quorum.
POWERS OF DIRECTORS
16. The Board of Directors shall have all such powers as may
be exercised by directors of a Delaware corporation, subject to
the provisions of the statutes of Delaware, the Certificate of
Incorporation, and the By-Laws.
MEETINGS OF DIRECTORS
17. After each annual election of directors, the newly
elected directors may meet for the purpose of organization, the
election of officers, and the transaction of other business, at
such time and place as shall be fixed by the stockholders at the
annual meeting, and, if a majority of the directors be present at
such place and time, no prior notice of such meeting will be
required to be given to the directors. The place and time of such
meeting may also be fixed by written consent of the directors.
18. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time
to time be determined by the Board.
19. Special meetings of the directors may be called by the
president on two days' notice in writing or on one days notice by
telegram to each director and shall be called by the president in
like manner on the written request of two directors.
20. Special meetings of the directors may be held within or
without the State of Delaware at such place as is indicated in
the notice or waiver of notice thereof.
21. A majority of the directors in office at the time of any
regular or special meeting shall constitute a quorum.
22. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting,
if all members of the Board consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of
the Board.
23. Members of the Board of Directors may participate in a
meeting of the Board of Directors by means of a conference
telephone or similar communications equipment by means of which
all persons participating in the meeting may hear one another,
and such participation in a meeting shall constitute presence in
person at the meeting.
COMMITTEES
24. The Board of Directors may, by resolution, create
committees from time to time, which committees shall have and may
exercise all the powers and authority of the Board of Directors
to manage the business and affairs of the corporation. However,
the committees shall not have the power to amend the Certificate
of Incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets,
recommend to the stockholders a dissolution of the corporation or
a revocation of a dissolution, amend the By-Laws of the
corporation; and, unless a resolution or the Certificate of
Incorporation expressly so provides, no such committee shall have
the power to declare a dividend or authorize the issuance of
stock.
INDEMNIFICATION
25. The personal liability of the directors of the
corporation is hereby eliminated to the fullest extent permitted
by the provisions of paragraph (7) of subsection (b) of Section
102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.
OFFICERS OF THE CORPORATION
26. The officers of the corporation shall be a president, a
secretary, a treasurer, and such other officers as may from time
to time be chosen by the Board of Directors. All offices may be
held by the same person.
27. The officers of the corporation shall hold office until
their successors are chosen and qualify in their stead. Any
officer chosen or appointed by the Board of Directors may be
removed either with or without cause at any time by the
affirmative vote of a majority of the whole Board of Directors.
If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the affirmative vote of a
majority of the whole Board of Directors.
28. In case of the absence or disability of any officer of
the corporation, or for any other reason deemed sufficient by a
majority of the Board of Directors, the duties of that officer
may be delegated by the Board of Directors to any other officer
or to any director.
INDEMNIFICATION
29. The corporation shall, to the fullest extent permitted
by the provisions of Section 145 of the General Corporation Law
of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and
all of the expenses, liabilities, or other matters referred to in
or covered by said section. The indemnification provided for
herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any agreement, vote of
stockholders or disinterested directors, or otherwise. Such
indemnification shall apply both as to action in his official
capacity of one holding office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and
administrators of such a person.
SECRETARY
30. The secretary shall attend all meetings of the
corporation, the Board of Directors, and its committees. He shall
act as clerk thereof and shall record all of the proceedings of
such meetings in a book kept for that purpose. He shall have
custody of the corporate seal of the corporation and shall have
authority to affix the seal to any instrument requiring it and
when so affixed, it may be attested by his signature. He shall
give proper notice of meetings of stockholders and directors and
shall perform other such duties as shall be assigned to him by
the president or the Board of Directors.
TREASURER
31. The treasurer shall have custody of the funds and
securities of the corporation and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation. He shall deposit all monies and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors.
32. The treasurer shall disburse such funds of the
corporation as may be ordered by the Board or the president,
taking proper vouchers for such disbursements, and shall render
to the president and directors, whenever they may require it, an
account of all his transactions as treasurer and of the financial
condition of the corporation, and at the regular meeting of the
Board next preceding the annual members meeting, a like report
for the preceding year.
33. The treasurer shall keep an account of stock registered
and transferred in such manner subject to such regulations as the
Board of Directors may prescribe.
34. The treasurer shall give the corporation a bond if
required by the Board of Directors in such sum and with security
satisfactory to the Board of Directors for the faithful
performance of the duties of his office and the restoration to
the corporation, in the case of his death, resignation, or
removal from office, of all books, paper, vouchers, money and
other property of whatever kind in his possession, belonging to
the corporation. He shall perform such other duties as the Board
of Directors or executive committee may from time to time
prescribe or require.
PRESIDENT
35. The president shall be the chief executive officer of
the corporation. He shall preside at all meetings of the
stockholders and the Board of Directors, and shall have general
and active management of the business of the corporation, and
shall see that all orders and resolutions of the Board of
Directors are carried into effect.
36. The president shall execute bonds, mortgages, and other
contracts requiring a seal, under the seal of the corporation,
except where required or permitted by law to be otherwise signed
and executed, and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation.
STOCKS
37. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the
corporation by, the president or secretary of the corporation,
certifying the number of shares owned by him in the corporation.
Certificates may be issued for partly paid shares, and in such
case upon the face or back of the certificates issued to
represent any such partly paid shares, the total amount of the
consideration to be paid therefore, and the amount paid thereon,
shall be specified.
38. Any or all of the signatures on the certificates may be
facsimile.
39. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to
have been lost, stolen, or destroyed, upon the making of an
affidavit of that fact by the person claiming their certificate
of stock to be lost, stolen or destroyed. The Board of Directors
may, in its discretion and as a condition precedent to the
issuance thereof; require the owner of such lost, stolen, or
destroyed certificate or certificates to give the corporation a
bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed.
CHECKS
40. All checks, drafts, or orders for the payment of money
shall be signed by the treasurer or by such other officer or
officers as the Board of Directors may from time to time
designate. No check shall be signed in blank.
BOOKS AND RECORDS
41 The Books, accounts, and records of the corporation,
except as otherwise required by the laws of the State of
Delaware, may be kept within or without the State of Delaware, at
such place or places as may from time to time be designated by
the By-Laws or by the resolutions of the directors.
NOTICES
42 Notice required to be given under the provisions of these
By-Laws to any director, officer or stockholder, shall not be
construed to mean personal notice, but may be given in writing by
depositing the same in a post office or letter box, in a post-
paid sealed wrapper, addressed to such stockholder, officer, or
director at such address as appears on the books of the
corporation, and such notice shall be deemed to be given at the
time when the same shall thus be mailed. Any stockholder,
officer, or director, may waive, in writing, any notice required
to be given under these By-Laws, whether before or after the time
stated therein.
DIVIDENDS
43. Dividends upon the capital stock of the corporation,
subject to the Certificate of incorporation, may be declared by
the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation.
44. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such
sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet
contingencies or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the best
interest of the corporation. The directors may modify or abolish
any such reserve in the manner by which it was created.
FISCAL YEAR
45. The fiscal year of the corporation shall be determined
by the Board of Directors.
AMENDMENT OF BY-LAWS
46. These By-Laws may be amended, altered, repealed, or
added to at any regular meeting of the stockholders or of the
Board of Directors, or at any special meeting called for that
purpose, by affirmative vote of a majority of the stockholders
entitled to vote, or by affirmative vote of a majority of the
whole board, as the case may be.
47. Any and all disputes and controversies by and between
the shareholders or the directors arising out of or with respect
to the business of or affecting the affairs of the corporation,
which disputes and controversies cannot be resolved under the
terms of the corporate By-Laws or Certificate of Incorporation,
because of a tie vote or deadlock between the directors and
shareholders shall be settled by arbitration in the following
manner. Each side of the dispute shall be entitled to name one
arbitrator and both arbitrators so named shall together agree
upon a third arbitrator, with the findings of the arbitration
panel to be binding upon all parties to the dispute. Unless
otherwise mutually agreed by the parties the arbitration shall
take place in accordance with and subject to the provisions of
the Delaware Uniform Arbitration Act., 10 Del. C. "5701 et.seq.
Adopted by the Board of Directors on August 11, 1998.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.
Unique Bagel Co., Inc.
By: /s/ Dennis Greenfield, President & Director
Date: March 22, 2000
