UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT TO APPLICATION ON REPORT
FILED PURSUANT TO SECTION 12, 13 AND 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
BAB HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
AMENDMENT NO. 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K (Date
of Report: June 5, 1996), as amended by Form 8-K/A (Date of Report: August 5,
1996), as set forth herein.
Item 2: Acquisition or Disposition of Assets
Item 7: Financial Statement, Pro Forma Financial
Information and Exhibits
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.
BAB HOLDINGS, INC.
Dated: November 19, 1996 By: /s/ THEODORE P. NONCEK
--------------------------------------------
Theodore P. Noncek, Chief Financial Officer
(Principal accounting and financial officer)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
This Form 8-K/A is a second amendment to Form 8-K filed on June 5, 1996
concerning the acquisition on May 21, 1996 by BAB Holdings, Inc. (the
"Registrant") of substantially all of certain assets of Strathmore Bagels
Franchise Corporation ("Strathmore"), a New York corporation. This amendment
consists solely of the unaudited interim financial statements of Strathmore as
of May 21, 1996 and for the periods January 1, 1996 through May 21, 1996, and
January 1, 1995 through May 31, 1995, which statements were not included in the
Form 8-K/A as filed on August 5, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
The following exhibit is filed herewith.
Exhibit
No. Description of Exhibit
- ------- ----------------------
10.28 Unaudited Condensed Historical Financial Statements of Strathmore
Bagels Franchising Corporation as of May 21, 1996 and for the
period from January 1, 1996 through May 21, 1996 and for the
period from January 1, 1995 through May 31, 1995.
INDEX
NUMBER DESCRIPTION PAGE #
- ------ ----------- ------
10.28 Unaudited Condensed Historical Financial Statements of
Strathmore Bagels Franchising Corporation as of May 21,
1996 and for the period from January 1, 1996 through
May 21, 1996 and for the period from January 1, 1995 through
May 31, 1995.
Exhibit 10.28
STRATHMORE BAGELS FRANCHISE CORPORATION
CONDENSED BALANCE SHEET
MAY 21, 1996
(UNAUDITED)
Current assets $ 39,936
Property and equipment, net........................................... 279,923
Other assets
Security deposits................................................... 829
Organization expenses............................................... 2,382
--------
$323,070
========
Current liabilities
Accounts payable and accrued liabilities............................ $ 50,479
Long-term liabilities
Loans payable....................................................... 75,000
Deferred tax liability.............................................. 5,680
Stockholders' equity
Common stock........................................................ 180,000
Additional paid-in capital.......................................... 80,000
Retained deficit.................................................... (68,089)
--------
191,911
--------
$323,070
========
See notes to unaudited condensed financial statements
<TABLE>
<CAPTION>
STRATHMORE BAGELS FRANCHISE CORPORATION
CONDENSED STATEMENT OF INCOME
PERIOD FROM JANUARY 1, 1996 THROUGH MAY 21, 1996 AND
JANUARY 1, 1995 THROUGH MAY 31, 1995
(UNAUDITED)
1996 1995
-------- --------
<S> <C> <C>
Sales................................................................ $142,044 $183,161
Cost of sales........................................................ 83,189 49,046
-------- --------
Gross profit......................................................... 58,855 134,115
Operating expenses................................................... 4,675 3,362
Selling expenses..................................................... 2,272 5,379
General and administrative........................................... 110,117 32,939
-------- --------
117,064 41,680
-------- --------
Operating (loss) income.............................................. (58,209) 92,435
Provision for income taxes........................................... 8,071 316
-------- --------
Net (loss) income.................................................... $(66,280) $ 92,119
======== ========
See notes to unaudited condensed financial statements
</TABLE>
<TABLE>
<CAPTION>
STRATHMORE BAGELS FRANCHISE CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
PERIOD FROM JANUARY 1, 1996 THROUGH MAY 21, 1996
AND JANUARY 1, 1995 THROUGH MAY 31, 1995
(UNAUDITED)
1996 1995
-------- --------
<S> <C> <C>
Operating activities:
Net cash (used in) provided by operating activities................ $(91,894) $ 60,756
Investing activities:
Proceeds on sales of equipment..................................... 4,166 --
Purchase of equipment -- (32,142)
Financing activities:
Proceeds of borrowings............................................. 75,000 --
-------- --------
Net (decrease) increase in cash...................................... (12,728) 28,614
Cash at beginning of period.......................................... 4,327 4,084
-------- --------
Cash (overdraft) at end of period.................................... $ (8,401) $ 32,698
======== ========
See notes to unaudited condensed financial statements
</TABLE>
STRATHMORE BAGELS FRANCHISE CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
Strathmore Bagels Franchise Corporation (the "Corporation") was formed under
the laws of New York state on May 13, 1994 and commenced operations on the same
date. On May 21, 1996, substantially all of the assets of the Corporation were
sold to BAB Holdings, Inc.
The accompanying unaudited financial statements present the financial activity
of the Corporation from January 1, 1996 through the date of the sale of the
Corporation and from January 1, 1995 to May 31, 1995. These unaudited financial
statements should be read in conjunction with the audited financial statements
for the year ended December 31, 1995 and the related notes.
