FORM 12b-25 NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-24388
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Check One): ___Form 10-K __Form 20-F __Form 11-K _X_Form 10-Q __Form N-SAR
For Period Ended: March 31, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_______________________________________________
Read Instruction (on back page) Before Preparing Form. Please or Type.
Nothing in this form shall be construed to imply that the Commissions has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART 1 - REGISTRANT INFORMATION (Official Text)
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Full Name of Registrant:
Manhattan Bagel Co. Inc
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
246 Industrial Way West
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City, State and Zip Code
Eatontown, NJ 07724
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PART II - RULES 12b-25(b) AND (c) (OFFICIAL TEXT)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE (OFFICIAL TEXT)
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
The report could not be filed in a timely manner due to delays in completing
the registrant's audited annual financial statements, because of continuing
discussions with the SEC and the company's Auditors regarding potential
restatement of prior period data.
PART IV - OTHER INFORMATION (OFFICIAL TEXT)
(1) Name and telephone number of person to contact in regard to this
notification
James J. O'Connor 732 544-0155
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). ___ Yes _X_ No Form 10K for 1997 not filed.
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion thereof?
_X_ Yes* __ No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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MANHATTAN BAGEL CO. INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 3/31/98
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By s/n James J. O'Connor *The Company which filed for Chapter 11
--------------------- protection in 1997, expects to report a
James J. O'Connor net loss in the first quarter of 1998 of
Chief Financial Officer approximately $398,000 compared to Net
Income of approximately $61,812 for the
first quarter of 1997. The loss in the 1998
period includes approximately $609,000 of
Reorganization Expenses related to the
Chapter 11 filing.
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTION (Official Text)
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notification must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss. 232.201 or ss. 232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss. 232.13(b) of this chapter). (AMENDED BY SEC ACT REL NO 7122, EXCH
ACT REL NO 35113, EFF. 1/30/95).
