UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
First Amendment To
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 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 November 10, 2000, there were 7,020,000 shares of the Registrant's Common
Stock, par value $.0001 per share, outstanding.
UNIQUE BAGEL CO., INC.
FORM 10-QSB
FOR THE QUARTER ENDED September 30, 2000
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Balance Sheets - September 30, 2000 (Unaudited) and Dec. 31, 1999 3
Statements of Operations -- Three & Nine Month Period Ended
September 30, 2000 and September 30, 1999, (Unaudited) 4
Statements of Cash Flows -- Six Months Ended
September 30, 2000 and September 30, 1999 (Unaudited) 5
Notes to Financial Statements 6,7
Item 2. Management's Discussion and Analysis of Operations 7,8
PART II. OTHER INFORMATION 9
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
(Unaudited)
September 30 December 31
2000 1999
ASSETS
Cash $ 1,916 $ 2,006
19% of New York Bagel Company, Inc. 5,966 5,966
Organization Cost 125 125
TOTAL ASSETS $ 8,007 $ 8,097
LIABILITIES
Accounts Payable 1,100 0
TOTAL LIABILITIES 1,100 0
STOCKHOLDERS EQUITY
Common Stock, $.0001 par value,
50,000,000 shares authorized;
11,000,000 issued and outstanding 1,100
7,020,000 issued and outstanding 702
Additional Paid in Capital 10,391 9,991
Accumulated Deficit (4,186) (2,994)
TOTAL STOCKHOLDERS EQUITY 8,007 8,097
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 8,007 $ 8,097
See Notes to Financial Statements
UNIQUE BAGEL CO., INC.
Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
Sept 30, Sept 30, Sept 30, Sept 30,
2000 1999 2000 1999
Net Sales $ 0 $ 0 $ 0 $ 0
Costs of Sales 0 0 0 0
Gross Profit 0 0 0 0
Operating Expenses
General and Administrative 30 30 1,190 1,190
Total Operating Expenses 30 30 1,190 1,190
Net Income (Loss) (30) (30) (1,190) (1,190)
Income Taxes 0 0 0 0
Net Income $ (30) $ (30) $ (1,190) $ (1,190)
Earnings Per Share (.000004) (.000003) (.000147) (.000129)
Weighted Average
Shares Outstanding 7,010,000 11,000,000 8,114,000 9,167,000
See Notes to Financial Statements
UNIQUE BAGEL CO., INC.
Statements of Cash Flows
(Unaudited)
Nine Months Ended
Sept 30, Sept 30,
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) (1,190) (1,190)
Adjustments to reconcile Net
Operating Activities
Liabilities 1,100 0
NET CASH USED IN OPERATING ACTIVITIES (90) (1,190)
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 (90) (1,190)
CASH BEGINNING 2,006 5,000
CASH ENDING 1,916 3,810
See Notes to Financial Statements
UNIQUE BAGEL CO., INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
As of September 30, 2000 and for the Periods Ended
September 30, 2000 and September 30, 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 September 30, 2000 and the related Statements of
Operations and Statements of Cash Flows for the quarter and nine month
period ended September 30, 2000 and September 30, 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 7,020,000 shares are issued and
outstanding. In august 1998 the founder and president of the Company,
Dennis Greenfield, was issued 5,000,000 shares of common stock in
exchange for his 19% interest in New York Bagel Company (see below). In
August and September 1998 the company offered and 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, increasing
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. On August 11, 2000
Lorelie Capul, a Director and Secretary of the Corporation, was issued
20,000 in consideration for her services to the corporation. As a result,
there are now 7,020,000 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 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 cost.
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, a loss in 1999, and a loss in the period ended
September 30, 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 Companys
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 a 19% interest in 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 $1,916
and liabilities of $1,100. It is believed that this sum will be sufficient to
maintain the Company to the end of the year. The Issuers only assets other
than cash is a nineteen percent (19%) interest in New York Bagel Company
(NYBC), a Philippine corporation, and an option to acquire the remaining
eighty-one percent (81%) interest in NYBC. 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 Companys capital is
sufficient to allow it to continue to finance operating activities in this
manner for the foreseeable future.
Results of Operations of Issuer
The Companys balance sheet for the period ending December 31, 1999, the
Companys first full year of operation, reflected total assets of $8,097,
consisting of $2,006 in cash, $125 in organizational costs, and $5,966 being
the cost basis of its investment in New York Bagel Company, Inc. There were no
liabilities. By the end of the third quarter cash had declined by $90 to
$1,916 with liabilities of $1,100.
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 the end of 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 for Issuer
The Company believes that its existing capital will be sufficient to meet the
Companys 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 fourth quarter. The Company therefore does not foresee
the need for additional financing in the year ahead.
Results of operations of New York Bagel Company, Inc. (NYBC)
The Issuers continued existence is entirely dependent upon the future success
of NYBC. The Issuers only operational asset is a 19% interest in NYBC.
NYBC's balance sheet at September 30, 2000 showed total assets of 3,980,102
pesos (approximately $99,500) consisting of all cash. There were no pre-paid
expenses and all equipment had been fully depreciated and carried no book
value. Liabilities totaled 3,028,082 pesos (approximately $75,700). The
Companys balance sheet for June 30, 2000 reflected total assets of 3,128,082
pesos (approximately $78,200), consisting of all cash. There were no pre-paid
expenses and all equipment had been fully depreciated and carried no book
value. Liabilities totaled 2,242,367 (approximately $56,059). Thus total
assets grew by approximately $21,300 during the third quarter.
NYBC's profits for the quarter ended September 30, 2000 were 852,020 pesos
(approximately $21,300), on sales of 3,354,622 pesos (approximately $83,865).
For the quarter ended June 30, 2000 profits were 785,715 pesos (approximately
$19,643), on sales of 3,268,279 pesos (approximately $81,707). This reflects
a modest increase in both sales and net profits. NYBC's profits for the nine
month period ended September 30, 2000 were 2,661,533 pesos (approximately
$66,538) on sales of 10,243,641 pesos (approximately $256,091).
Thus management expects net profits for the year ending December 31, 2000 to
be approximately $85,000 to $90,000. Management of NYBC further expects that
this level of profits will result in a dividend distribution, giving Unique
Bagel Co., Inc. its first revenues from dividend distributions.
Need for Additional Financing for NYBC
Management of NYBC believes that profits currently generated by operations
are sufficient to meet the companys capital needs, and there are no plans
which would require the expenditure of capital beyond what is generated by
operations. The business is not subject to seasonal fluctuations, and there
are no significant elements of income or expense which do not arise from the
continuing operations of the business. Management plans to grow the business
through franchising. If successful, this plan will allow it to add new
outlets without any capital expenditure, and to earn initial franchise fees
and ongoing revenues from franchisees. Current plans call for the sale of the
first franchises in early 2001. Given its current profitability and plans for
expansion through franchising, management of NYBC foresees no probable trends
or events that would adversely impact liquidity.
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 amended report to be signed on its behalf by
the undersigned thereunto duly authorized.
UNIQUE BAGEL CO., INC.
(Registrant)
Date: November 10, 2000 By: /s/ Dennis Greenfield
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Dennis Greenfield
President and Chief Financial Officer
FINANCIAL DATA SCHEDULE:
PERIOD TYPE: 9-MOS
FISCAL YEAR END: DEC-31-1999
PERIOD END: SEP-30-2000
CASH: 1,916
SECURITIES: 0
RECEIVABLES: 0
ALLOWANCES: 0
INVENTORY: 0
CURRENT ASSETS: 8,007
PP&E: 0
DEPRECIATION: 0
TOTAL ASSETS: 8,007
CURRENT LIABILITIES: 1,100
BONDS: 0
PREFERRED MANDATORY: 0
PREFERRED: 0
COMMON: 702
OTHER SE: 0
TOTAL LIABILITY AND EQUITY: 8,007
SALES: 0
TOTAL REVENUES: 0
CGS: 0
TOTAL COSTS: 1,100
OTHER EXPENSES: 90
LOSS PROVISION: 0
INTEREST EXPENSE: 0
INCOME PRETAX: (1,190)
INCOME TAX: 0
INCOME CONTINUING: (1,190)
DISCONTINUED: 0
EXTRAORDINARY: 0
CHANGES: 0
NET INCOME: (1,190)
EPS BASIC: (0.000004)
EPS DILUTED: (0.000004)
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