Big City Bagels, Inc.
Ticker: BIGC 99 Woodbury Road
Exchange: NASDAQ-Small Cap Market Hicksville, New York 11801
Industry: Retail (516) 932-5050

Type of Shares:Common Shares Filing Date:3/8/96
U.S. Shares:1,125,000 Offer Date:5/7/96
Non-U.S. Shares:0 Filing Price:$4.00
Primary Shares:1,125,000 Offer Price:$4.00
Secondary Shares:0 Gross Spread:$0.40
Offering Amount: $4,500,000 Selling:$0.20
Expenses:$485,000 Reallowance:
Shares Out After:4,625,000

ManagerTierPhone
Monroe Parker & CompanyLead Manager (914) 696-4200

Auditor: Eisner, Richard A.
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 12/31/95
Revenue:$1.55Assets:$1.14
Net Income:-$1.04Liabilities:$1.21
EPS:-$0.35Equity:-$0.07

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a New York corporation that operates and franchises upscale bagel bakery cafes under the company's registered trademark "Big City Bagels." These stores sell a wide variety of oversized, fresh baked bagels, including unique specialty bagels, and cream cheese spreads, muffins and sandwiches, specialty coffees and other beverages. The company owns three stores, two of which are located in Costa Mesa, California and one of which is located in Laguna Niguel, California. The company also sells Big City Bagels franchises. Currently, there are eight franchises open and operating in California, Minnesota, Utah and Arizona. As of the date of this Prospectus, the company has sold franchises to open an additional 30 stores, which are in various stages of development. The company sells its products wholesale to commercial accounts and food service operators.

Use of Proceeds
Proceeds from the offering will be used to open Company owned flagship stores; repay bridge notes; expand or relocate the company's Costa Mesa, California commissary and possibly establish additional commissaries; partially repay indebtedness owed to certain of its shareholders; increase marketing, promotional, advertising and public relations activities aimed at both customers and potential franchisees; and for working capital and general corporate purposes.

Last updated: 10/28/96

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