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 March 31, 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
-------------------------------                            -------------------
(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 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 May 1, 2000, there were 7,000,000 shares of the Registrant's Common Stock,
par value $.0001 per share, outstanding.





UNIQUE BAGEL CO., INC.
FORM 10-QSB
FOR THE QUARTER ENDED MARCH 31, 2000




INDEX



PART I. FINANCIAL INFORMATION                                       PAGE NO.

Item 1. Financial Statements

Balance Sheets - March 31, 2000 (Unaudited) and Dec. 31, 1999           3

Statements of Operations -- Three Month Period Ended
March 31, 2000 and March 31, 1999, (Unaudited)                          4

Statements of Cash Flows -- Three Months Ended
March 31, 2000 and March 31, 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)



                                                        Three Months Ended
                                                       March 31,   March 31,
                                                         2000        1999

    ASSETS

Cash                                                    $ 1,976     $ 2,006
19% of New York Bagel Company, Inc.                       5,966       5,966
Organization Cost                                           125         125

    TOTAL ASSETS                                        $ 8,067     $ 8,097



    LIABILITIES

Accounts Payable                                              0           0

    TOTAL LIABILITIES                                         0           0

    STOCKHOLDERS EQUITY

Common Stock, $.0001 par value,
  50,000,000 shares authorized;
  11,000,000 issued and outstanding                                   1,100
   7,000,000 issued and outstanding                         700
Additional Paid in Capital                               10,391       9,991
Accumulated Deficit                                      (3,024)     (2,994)

    TOTAL STOCKHOLDERS EQUITY                             8,067       8,097

    TOTAL LIABILITIES AND
     STOCKHOLDERS EQUITY                                $ 8,067     $ 8,097



See Notes to Financial Statements





                            UNIQUE BAGEL CO., INC.
                           Statements of Operations
                                  (Unaudited)



                                                        Three Months Ended
                                                       March 31,   March 31,
                                                         2000        1999



Net Sales                                              $      0    $      0

    Costs of Sales                                            0           0

Gross Profit                                                  0           0

Operating Expenses

    General and Administrative                               30       1,130

Total Operating Expenses                                     30       1,130

    Net Income (Loss)                                       (30)     (1,130)

Income Taxes                                                  0           0

Net Income                                             $    (30)   $ (1,130)

Earnings Per Share                                     (.000003)   (.000205)

Weighted Average
  Shares Outstanding                                 10,333,000   5,500,000












See Notes to Financial Statements





                             UNIQUE BAGEL CO., INC.
                           Statements of Cash Flows
                                 (Unaudited)



                                                        Three Months Ended
                                                       March 31,   March 31,
                                                         2000        1999




CASH FLOWS FROM OPERATING ACTIVITIES
    Net Income (Loss)                                     (30)     (1,130)

    Adjustments to reconcile Net
    Operating Activities                                    0           0

NET CASH USED IN OPERATING ACTIVITIES                     (30)     (1,130)

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                           (30)     (1,130)

CASH BEGINNING                                          2,006       5,000

CASH ENDING                                             1,976       3,870
















See Notes to Financial Statements




                            UNIQUE BAGEL CO., INC.
                  NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
         As of March 31, 2000 and for the Three Months Periods Ended
                       March 31, 2000 and March 31, 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 March 31, 2000 and the related Statements of
Operations and Statements of Cash Flows for the quarters ended March 31,
2000 and March 31, 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 7,000,000 shares are issued and
outstanding.  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.
As a result, there are now 7,000,000 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 March
31, 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 $1,976
and no liabilities. It is believed that this sum will be sufficient to
maintain the Company for at least a 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 $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. There
were no liabilities. By the end of the first quarter cash had declined by $30
to $1,976 with 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 for Issuer

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.

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 March 31, 1999 showed total assets of 938,436 pesos
(approximately $23,461) consisting of 907,985 pesos in cash, 9,184 pesos in
pre-paid expenses, and 21,267 pesos in equipment net of depreciation.
Liabilities totaled 725,216 pesos (approximately $18,130), and equity totaled
213,220 pesos (approximately $5,331). The Company's balance sheet for March
31, 2000 reflects total assets of 2,342,367 pesos (approximately $58,559),
consisting of all cash. There were no pre-paid expenses and all equipment had
been fully depreciated and carried no book value. Liabilities totaled
1,218,569 (approximately $30,464), and equity totaled 1,123,798 pesos
(approximately $28,095). Thus equity grew by approximately 527%.

NYBC's profits for the quarter ended March 31, 2000 were 1,023,798 pesos
(approximately $25,595), on sales of 3,620,740 pesos (approximately $90,519).
This compares favorably with the quarter ended March 31, 1999 when profits
were 113,220 pesos (approximately $2,830), on sales of 602,375 pesos
(approximately $15,059).

These increases in sales and profits resulted from NYBCs move in to a new
1,500 square foot bakery and retail facility in December 1999, and into an
additional 880 square foot retail facility in January, 2000. The company had
previously operated from the Presidents home. These moves enabled it to serve
far more customers, both wholesale and retail. As a result, NYBC grew
substantially in the first three months of 2000. Management of NYBC does not
expect to open any additional facilities this year, but it does expect sales
and earnings to continue at their current pace. Thus management expects net
profits for the year ending December 31, 2000 to be approximately $100,000.
Management of NYBC further expects that these higher 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 company's 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: June 27, 2000                 By: /s/ Dennis Greenfield
------------------            --------------------
                                    Dennis Greenfield
                                    President and Chief Financial Officer








































FINANCIAL DATA SCHEDULE:

PERIOD TYPE:                              3-MOS
FISCAL YEAR END:                          DEC-31-1999
PERIOD END:                               MAR-31-2000
CASH:                                     1,976
SECURITIES:                               0
RECEIVABLES:                              0
ALLOWANCES:                               0
INVENTORY:                                0
CURRENT ASSETS:                           8,067
PP&E:                                     0
DEPRECIATION:                             0
TOTAL ASSETS:                             8,067
CURRENT LIABILITIES:                      0
BONDS:                                    0
PREFERRED MANDATORY:                      0
PREFERRED:                                0
COMMON:                                   700
OTHER SE:                                 0
TOTAL LIABILITY AND EQUITY:               8,067
SALES:                                    0
TOTAL REVENUES:                           0
CGS:                                      0
TOTAL COSTS:                              0
OTHER EXPENSES:                           30
LOSS PROVISION:                           0
INTEREST EXPENSE:                         0
INCOME PRETAX:                            (30)
INCOME TAX:                               0
INCOME CONTINUING:                        (30)
DISCONTINUED:                             0
EXTRAORDINARY:                            0
CHANGES:                                  0
NET INCOME:                               (30)
EPS BASIC:                                (0.000003)
EPS DILUTED:                              (0.000003)

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