U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ------------

                                   FORM 10-QSB


[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 25, 2000

                                       OR

[    ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-27148

                    New World Coffee - Manhattan Bagel, Inc.
           (Name of small business issuer as specified in its charter)

              Delaware                                     13-3690261
   (State or other jurisdiction                         (I.R.S. Employer
 of Incorporation or organization)                      Identification No.)

                             246 Industrial Way West
                               Eatontown, NJ 07724
          (Address of principal executive offices, including zip code)

                                 (732) 544-0155
                           (Issuer's telephone number)

Check whether the registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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 ___

   Transitional small business disclosure format (check one): Yes  ____No    X

Number of shares of common stock, $.001 par value per share, outstanding:  As of
July 25, 2000:13,142,258



<PAGE>



                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.

              INDEX TO FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES

                                  JUNE 25, 2000
<TABLE>
<CAPTION>

                                                                                                        Page

PART I.     FINANCIAL INFORMATION

Item 1.      Financial Statements

<S>                                                                                                       <C>
     Condensed Consolidated Balance Sheets as of June 25, 2000 and
         December 26, 1999.......................................................................         -3-

     Condensed Consolidated Statements of Operations for the second quarter
         and year to date period ended June 25, 2000 and June 27, 1999...........................         -4-

     Condensed Consolidated Statements of Cash Flows for the year to date period
         ended June 25, 2000 and June 27, 1999...................................................         -5-

     Notes to Consolidated Financial Statements..................................................         -6-

Item 2.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations for the Second Quarter Ended
             June 25, 2000.......................................................................         -7-

Item 3.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations for the Year to Date Period Ended
             June 25, 2000.......................................................................         -8-

PART II:  OTHER INFORMATION......................................................................         -12-

SIGNATURES.......................................................................................         -13-
</TABLE>

<PAGE>



                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                      June 25,             December 26,
                                                                                        2000                   1999
                                                                                      --------             ------------
ASSETS                                                                               (Unaudited)
Current assets:
<S>                                                                                  <C>                     <C>
    Cash and cash equivalents...................................                     $4,366,146              $2,880,342
    Franchise and other receivables, net........................                      2,986,303               2,011,398
    Current maturities of notes receivable .....................                      1,959,454               1,959,454
    Inventories.................................................                      2,084,726               1,845,354
    Prepaid expenses and other current assets...................                      1,013,912                 275,694
    Deferred income taxes - current portion.....................                        500,000                 500,000
    Assets held for resale......................................                      1,994,567               1,595,036
                                                                                      ---------               ---------
       Total current assets.....................................                     14,905,108              11,067,278

Property, plant and equipment, net..............................                      6,749,834               7,017,513
Notes and other receivables, net................................                        982,138               1,143,073
Trademarks, net.................................................                     16,014,303              15,988,993
Goodwill, net...................................................                      2,258,961               2,312,645
Deferred income taxes...........................................                      6,000,000               6,000,000
Deposits and other assets.......................................                        750,635                 495,296
                                                                                        -------                 -------
       Total assets                                                                 $47,660,979             $44,024,798
                                                                                    ===========             ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable............................................                     $1,609,092              $2,014,703
    Accrued expenses............................................                      2,623,148               4,554,880
    Current portion of long-term debt...........................                      2,840,505               2,840,492
    Current portion of obligations under capital leases.........                        201,354                 163,359
    Other current liabilities...................................                        505,044                  49,642
                                                                                        -------                  ------
       Total current liabilities................................                      7,779,143               9,623,076
                                                                                      ---------               ---------

Long-term debt..................................................                     15,474,226              15,557,416
Obligations under capital leases................................                        332,491                 230,692
Deferred rent...................................................                        219,807                 227,065
Other long term liabilities.....................................                      5,913,754               6,014,784
Commitments and Contingencies
Stockholders' equity:
    Series C convertible preferred stock, $.001 par
      value; 500,000 shares authorized; 392,190 and 0
      shares issued and outstanding.............................                            392                       -
    Common stock, $.001 par value; 50,000,000 shares
       authorized; 12,801,436 and 11,313,508 shares
       issued and outstanding...................................                         12,801                  11,314
    Additional paid-in capital..................................                     38,853,406              34,706,849
    Accumulated deficit.........................................                   (20,925,041)            (22,346,398)
                                                                                   ------------            ------------
       Total stockholders' equity...............................                     17,941,558              12,371,765
                                                                                     ----------              ----------
       Total liabilities and stockholders' equity...............                    $47,660,979             $44,024,798
                                                                                    ===========             ===========

</TABLE>

The  accompanying  notes  are an  integral  part of these  consolidated  balance
sheets.


<PAGE>





                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

          FOR THE SECOND QUARTER ENDED JUNE 25, 2000 AND JUNE 27, 1999

          AND YEAR TO DATE PERIOD ENDED JUNE 25, 2000 AND JUNE 27, 1999

                                    UNAUDITED

<TABLE>
<CAPTION>

                                                                         Second Quarter Ended               Year To Date Ended
                                                                         --------------------               ------------------
                                                                       June 25,          June 27,         June 25,       June 27,
                                                                         2000             1999              2000           1999
                                                                         ----             ----              ----           ----
Revenues:
<S>                                                                    <C>             <C>              <C>             <C>
    Manufacturing revenues............................................ $6,524,522      $6,152,254       $12,675,160     $12,196,461
    Franchise related revenues........................................  1,701,986       1,236,461         3,476,930       2,442,089
    Retail sales......................................................  1,941,251       2,399,425         3,161,751       4,729,427
                                                                        ---------       ---------         ---------       ---------
Total Revenues........................................................ 10,167,759       9,788,140        19,313,841      19,367,977

    Cost of sales...................................................... 6,759,437       6,907,008        12,619,488      13,799,188
    General and administrative expenses................................ 1,589,499       1,476,447         3,174,672       2,987,618
    Depreciation and amortization......................................   587,420         531,954         1,159,335       1,074,668
                                                                          -------         -------         ---------       ---------
Operating Income....................................................... 1,231,403         872,731         2,360,346       1,506,503

Other Expenses:
    Interest expense, net..............................................   460,811         322,877           938,989         613,766
                                                                          -------         -------           -------         -------

Net Income.............................................................  $770,592        $549,854        $1,421,357        $892,737
                                                                         ========        ========        ==========        ========

Basic Net Income Per Common Share......................................      $.07            $.06              $.12            $.09
                                                                             ====            ====              ====            ====

Basic Weighted Average Number of Common Shares Outstanding.............11,746,579       9,924,720        11,566,678       9,856,661
                                                                       ==========       =========        ==========       =========

Diluted Net Income Per Common Share....................................      $.06            $.05              $.12            $.09
                                                                             ====            ====              ====            ====

Diluted Weighted Average Number of Common Shares Outstanding...........12,619,689      10,180,603        12,156,540      10,112,543
                                                                       ==========      ==========        ==========      ==========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.



<PAGE>



                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

        FOR THE YEAR TO DATE PERIOD ENDED JUNE 25, 2000 AND JUNE 27, 1999

                                    UNAUDITED
<TABLE>
<CAPTION>


                                                                                                June 25,          June 27,
                                                                                                  2000              1999
                                                                                                  ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                            <C>                 <C>
    Net income......................................................................           $1,421,357          $892,737
    Adjustments to reconcile net income to net cash used in operating activities:
        Depreciation and amortization...............................................            1,159,335         1,074,668
        (Gain)/loss on sale of fixed assets.........................................              119,344         (219,829)
    Increase/(decrease) in cash as a result of changes in  operating  assets and
              liabilities:
        Receivables                                                                             (974,903)         (808,409)
        Inventories                                                                             (239,371)         (136,413)
        Prepaid expenses and other current assets...................................            (354,424)          (46,596)
        Deposits and other assets...................................................            (255,340)           246,021
        Receipts on Notes Receivable................................................              160,935           295,195
        Accounts payable                                                                        (405,610)          (99,183)
        Accrued expenses                                                                        (511,388)         (563,259)
        Deferred rent...............................................................              (7,258)            15,028
        Other liabilities...........................................................              364,365         (159,658)
                                                                                                  -------         ---------
               Net cash provided by/(used in) operating activities..................              477,042           490,302
                                                                                                  -------           -------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures............................................................            (216,085)         (568,352)
    Net Cash Paid for Acquired Store Assets.........................................            (983,794)                 -
    Proceeds from the sale of fixed assets .........................................                    -           452,935
                                                                                                        -           -------
               Net cash provided by/(used in) investing activities..................          (1,199,879)         (115,417)
                                                                                              -----------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of common and preferred stock, net of issuance costs...................            4,148,436           335,064
    Proceeds from long term borrowings..............................................                    -            77,826
    Additions to notes receivable...................................................                    -         (294,156)
    Payment of liabilities in connection with acquired assets.......................          (1,620,343)       (1,842,197)
    Repayments of capital leases....................................................            (236,275)         (318,542)
    Repayment of notes payable......................................................             (83,177)         (450,296)
                                                                                                 --------         ---------
               Net cash provided by/(used in) financing activities..................            2,208,641       (2,492,301)
                                                                                                ---------       -----------
               Net increase/(decrease) in cash......................................            1,485,804       (2,117,416)

CASH, Beginning of Period...........................................................            2,880,342         5,269,627
                                                                                                ---------         ---------

CASH, End of Period.................................................................           $4,366,146        $3,152,211
                                                                                               ==========        ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for:
       Interest.....................................................................            1,224,743           718,121
    Non-cash investing and financing activities:
       Equipment purchased under capital leases.....................................              376,069           359,657
</TABLE>
<PAGE>


                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.   The June 25, 2000  consolidated  balance sheet presented herein was derived
     from the audited December 26, 1999 consolidated financial statements of the
     Company.

2.   These  consolidated  financial  statements have been prepared in accordance
     with  generally  accepted  accounting   principles  for  interim  financial
     information  and with the  instructions  to Form 10-QSB.  The  consolidated
     financial  statements  should  be  read in  conjunction  with  the  audited
     consolidated  financial  statements  of the  Company  for  the  year  ended
     December 27, 1999 for a description of the significant accounting policies,
     which have continued without change, and other note information.

3.   All  adjustments  (recurring  in  nature),  which  are,  in the  opinion of
     management, necessary for a fair presentation of the results of the interim
     periods  have been  included.  The results of the  interim  periods are not
     necessarily   indicative  of  the  results  for  the  full  year.   Certain
     reclassifications  have been made to the prior interim financial statements
     to conform to the current interim presentation.

4.   On May 5, 2000, the Company  acquired  certain lien rights on substantially
     all the assets of New York Bagel Enterprises  ("NYBE") and its wholly owned
     subsidiary Lots `A Bagels, Inc. ("LAB") from a bank. Both NYBE and LAB were
     operating as Debtors in Possession under Chapter 11 of the bankruptcy code.
     On May 13,  2000,  the Company  acquired  the leases and other assets of 17
     NYBE stores through NYBE's bankruptcy proceeding.  In addition, the Company
     acquired all trademarks and franchise  rights for 12 stores operating under
     the New York  Bagel & Deli  trade  name.  The  store  assets  acquired  are
     included as Assets held for resale in the  accompanying  balance sheet,  as
     the Company  intends to sell the stores to  franchisees.  Subsequent to May
     13, 2000 the Company has  included  the  operating  results of the acquired
     stores in its Consolidated Statements of Operations. Subsequent to June 25,
     2000, in LAB's bankruptcy  proceeding,  the Company acquired the leases and
     other assets of an additional 6 LAB stores.

5.   On June 7, 2000,  the Company issued  1,219,471  Shares of Common Stock and
     392,190  shares  of  Series C  Convertible  Preferred  Stock as a part of a
     private placement. The proceeds from this offering, net of related expenses
     were $3,628,905.  Each share of the Series C Convertible Preferred Stock is
     convertible  into 3 shares of Common  Stock.  Conversion to Common Stock is
     mandatory upon the registration of the underlying  common stock. The Series
     C Convertible  Preferred Stock provides for a cumulative  dividend equal to
     10% per annum, based upon a deemed value of $ 7.00 per share.



<PAGE>




SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain  statements  in this Form  10-QSB  under  "Management's  Discussion  and
Analysis  of  Financial   Condition  and  Results  of   Operations"   constitute
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform  Act of 1996 with  respect  to the  financial  condition  and
business of the Company.  The words "estimate",  "plan",  "intend",  "believes",
"expect",  and similar  expressions  are  intended  to identify  forward-looking
statements. Such forward-looking statements involve and are subject to known and
unknown  risks,  uncertainties,  and other  factors which could cause the actual
results, performance, and achievements of the Company to be materially different
from any future results,  performance (financial or operating),  or achievements
expressed or implied by such forward-looking  statements.  Such factors include,
among others, the following:  competition;  success of operating and franchising
initiatives; development schedules; advertising and promotional efforts; adverse
publicity;  acceptance of new product offerings;  availability of new locations,
and  terms of sites for store  development;  changes  in  business  strategy  or
development   plans;  the  ability  to  integrate   acquisitions   successfully;
availability  and terms of capital;  food,  labor,  and employee  benefit costs;
changes  in  government  regulations;  regional  weather  conditions;  and other
factors  referenced in this Form 10-QSB , in the  Company's  Form 10-KSB for its
1999  fiscal  year,  and in the  Company's  most  recent  S-3  filing  which are
incorporated by reference herein.


<PAGE>



                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          FOR THE SECOND QUARTER ENDED JUNE 25, 2000 AND JUNE 27, 1999

General

     New World Coffee - Manhattan Bagel, Inc. is the largest franchisor of bagel
bakeries and coffee bars in the United States.  It operates and franchises bagel
bakeries  and coffee  bars in 28 states  throughout  the  United  States and the
District of Columbia.  The first  Company-owned New World Coffee store opened in
1993 and the first franchised New World Coffee store opened in 1997. On November
24, 1998, the Company  acquired the stock of Manhattan Bagel,  Company,  Inc. On
August 31, 1999, the Company acquired the assets of Chesapeake Bagel Bakery.  On
May 13,  2000,  the Company  acquired the leases and other assets of 17 New York
Bagel Enterprises stores. At June 25, 2000 the Company's retail system consisted
of approximately  368 stores,  including 29 Company-owned and 339 franchised and
licensed stores.

     The Company is  vertically  integrated  with bagel  dough and cream  cheese
manufacturing plants in Eatontown, NJ and Los Angeles, CA, and a coffee roasting
plant in Branford,  CT. The Company's products are sold to franchised,  licensed
and   Company-owned   stores   as  well  as  to   wholesale,   supermarket   and
non-traditional outlets.

     The Company is a Delaware corporation and was organized in November 1992.

Results of Operations

Quarter Ended June 25, 2000 Compared to Quarter Ended June 27, 1999

     Revenues.  Total revenues  increased  3.9% to  $10,167,759  for the quarter
ended  June  25,  2000  from   $9,788,140  for  the   comparable   1999  period.
Manufacturing  revenues  increased 6.1% to $6,524,522 or 64.2% of total revenues
for the quarter ended June 25, 2000 from  $6,152,254 or 62.9% of total  revenues
for the comparable  1999 period.  Retail sales  decreased 19.1% to $1,941,251 or
19.1% of total  revenues for the quarter ended June 25, 2000 from  $2,399,425 or
24.5% of total  revenues for the  comparable  1999 period  primarily  due to the
conversion  of Company  owned stores to  franchised  stores.  Franchise  related
revenues  increased  37.6% to  $1,701,986  or 16.7%  of total  revenues  for the
quarter ended June 25, 2000 from  $1,236,461 or 12.6% of total  revenues for the
comparable 1999 period. The increase in franchise related revenues was primarily
attributable  to  additional  revenues from the  Chesapeake  Bagel Bakery brand,
which was acquired in August 1999.

     Costs and Expenses. Cost of sales as a percentage of manufacturing revenues
and retail  sales  decreased  to 79.8% for the quarter  ended June 25, 2000 from
80.8% for the  comparable  1999 period.  The primary  components of the decrease
were the  substantial  shift toward  manufacturing  revenues and higher  margins
associated  with such revenues as compared to the  operating  margins of Company
owned stores.


<PAGE>


     General  and  administrative  increased  to  $1,589,499  or  15.6% of total
revenues for the quarter  ended June 25, 2000 from  $1,476,447 or 15.1% of total
revenues for the comparable 1999 period. The increase was primarily attributable
to additions to the Company's  infrastructure  required to support the Company's
brands.

     Depreciation  and  amortization  expenses  increased to $587,420 or 5.8% of
total  revenues  for the quarter  ended June 25,  2000 from  $531,954 or 5.4% of
total  revenues  for the  comparable  1999 period.  The  increase was  primarily
attributable  to depreciation on  infrastructure  improvements  that the Company
made during the second half of fiscal 1999.

     Interest expense, net increased to $460,811,  or 4.5% of revenues,  for the
quarter  ended  June  25,  2000  from  $322,877,  or  3.3% of  revenues  for the
comparable  1999  period.  This  increase is  primarily  due to  interest  costs
relating to the  acquisition of the Chesapeake  Bagel Bakery brand.

     Net Income. Net income increased to $770,592 or 7.6 % of total revenues for
the quarter ended June 25, 2000 from $549,854 or 5.6% of total  revenues for the
comparable  1999  period.  This  increase  is  primarily  a result of  increased
franchise related revenues and increased manufacturing and retail gross profits.
which were partially offset by increases in general and administrative  expense,
interest expense and depreciation and  amortization.  The Company has recorded a
tax  provision  based upon book income for the period at its effective tax rate.
This  provision  has been offset,  in whole,  by the recording of a deferred tax
benefit  resulting  from  management's  reevaluation  of the  allowance  applied
against its deferred tax asset. Management reevaluated the allowance in light of
recent acquisitions and changes in the Company's operations.


                 ITEM 3. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
        FOR THE YEAR TO DATE PERIOD ENDED JUNE 25, 2000 AND JUNE 27, 1999


Results of Operations

Year To Date Period  Ended June 25, 2000  Compared to Year To Date Period  Ended
June 27, 1999

     Revenues. Total revenues decreased 0.3% to $19,313,841 for the year to date
period  ended June 25, 2000 from  $19,367,977  for the  comparable  1999 period.
Manufacturing  revenues increased 3.9% to $12,675,160 or 65.6% of total revenues
for the year to date  period  ended June 25, 2000 from  $12,196,461  or 63.0% of
total revenues for the comparable  1999 period.  Retail sales decreased 33.1% to
$3,161,751 or 16.4% of total revenues for the year to date period ended June 25,
2000 from  $4,729,427 or 24.4% of total revenues for the comparable  1999 period
primarily due to the  conversion  of Company owned stores to franchised  stores.
Franchise  related  revenues  increased  42.4% to  $3,476,930  or 18.0% of total
revenues  for the year to date  period  ended June 25, 2000 from  $2,442,089  or
12.6%  of total  revenues  for the  comparable  1999  period.  The  increase  in
franchise  related  revenues was primarily  attributable to additional  revenues
from the Chesapeake Bagel Bakery brand, which was acquired in August 1999.

     Costs and Expenses. Cost of sales as a percentage of manufacturing revenues
and retail  sales  decreased to 79.7% for the year to date period ended June 25,
2000 from 81.5% for the comparable  1999 period.  The primary  components of the
decrease were the  substantial  shift toward  manufacturing  revenues and higher
margins  associated  with such revenues as compared to the operating  margins of
Company owned stores.

     General  and  administrative  increased  to  $3,174,672  or  16.4% of total
revenues  for the year to date  period  ended June 25, 2000 from  $2,987,618  or
15.4% of total  revenues  for the  comparable  1999  period.  The  increase  was
primarily attributable to additions to the Company's  infrastructure required to
support the Company's brands.

     Depreciation and amortization  expenses  increased to $1,159,335 or 6.0% of
total  revenues for the year to date period ended June 25, 2000 from  $1,074,668
or 5.5% of total  revenues  for the  comparable  1999  period.  The increase was
primarily  attributable to depreciation on infrastructure  improvements that the
Company made during the second half of fiscal 1999.

     Interest expense, net increased to $938,989,  or 4.9% of revenues,  for the
year to date period ended June 25, 2000 from  $613,766,  or 3.2% of revenues for
the  comparable  1999 period.  This increase is primarily due to interest  costs
relating to the  acquisition  of the  Chesapeake  Bagel  Bakery brand as well as
interest incurred on borrowings for infrastructure improvements.


     Net Income.  Net income increased to $1,421,357,  or 7.4% of total revenues
for the year to date period ended June 25, 2000 from $892,737,  or 4.6% of total
revenues for the comparable 1999 period.  This increase is primarily a result of
increased  franchise  related  revenues and increased  manufacturing  and retail
gross  profits  which  were  partially   offset  by  increases  in  general  and
administrative expense, interest expense and depreciation and amortization.  The
Company has  recorded a tax  provision  based upon book income for the period at
its  effective  tax rate.  This  provision  has been  offset,  in whole,  by the
recording of a deferred tax benefit resulting from management's  reevaluation of
the allowance applied against its deferred tax asset. Management reevaluated the
allowance  in  light  of  recent  acquisitions  and  changes  in  the  Company's
operations.

Liquidity and Capital Resources

     The  Company  plans to  satisfy  any of its  capital  requirements  for the
remainder  of  2000  through  cash  flow  from   operations   and  the  sale  of
Company-owned stores to franchisees,  which should generate additional cash. The
Company  continually  accesses  its ongoing  capital  needs and may consider the
issuance  of  additional  shares  in  order  to raise  capital  should  business
conditions dictate that such is necessary.

     On June 7, 2000,  the Company issued  1,219,471  Shares of Common Stock and
392,190  shares of Series C Convertible  Preferred  Stock as a part of a private
placement.  The proceeds,  net of related offering expenses were $3,628,905.  On
June  27,  2000  the  Company  completed  the  private  placement  realizing  an
additional $ 494,000 in net proceeds.

     At June 25, 2000 the Company had a working  capital  surplus of  $7,125,965
compared to a working capital surplus of $1,444,202 at December 26, 1999.

     The Company had net cash  provided by operating  activities of $477,042 for
the first six  months  of 2000  compared  with net cash  provided  by  operating
activities of $490,302 for the first six months of 1999.

     The Company had net cash used in investing activities of $1,199,879 for the
first six months of 2000 compared with net cash used in investing  activities of
$115,417  for the first six months of 1999.  Cash used in  investing  activities
during 2000 was primarily related to acquisitions.


<PAGE>



     The Company had net cash provided by financing activities of $2,208,641 for
the first six months of 2000 compared with net cash used in financing activities
of $2,492,301  for the first six months of 1999.  This increase in cash provided
by financing  activities  primarily relates proceeds from the sale of common and
preferred stock.

     The Company may refinance some or all of its funded  indebtedness and incur
an increase in the amount of funded debt in 2000,  to better  leverage its asset
base and reduce borrowing costs. There can be no assurance that such refinancing
will be accomplished or as to the amount or the cost of such refinancing.

Seasonality and General Economic Trends

     The  Company  anticipates  that its  business  will be  affected by general
economic  trends that  affect  retailers  in general.  While the Company has not
operated  during a period  of high  inflation,  it  believes  based on  industry
experience  that it would generally be able to pass on increased costs resulting
from inflation to its customers. The Company's business may be affected by other
factors,  including  increases in the  commodity  prices of green coffee  and/or
flour,  acquisitions by the Company of existing stores,  existing and additional
competition,  marketing programs, weather, and variations in the number of store
openings.  The Company has few employees at the minimum wage level and therefore
believes  that an increase in the minimum  wage would have little  impact on its
operations and financial condition.





<PAGE>



                           PART II - OTHER INFORMATION

                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.

                                  JUNE 25, 2000

Item 1.   Legal Proceedings

     Not applicable

Item 2.   Changes in Securities

     During  the  second  quarter  of 2000,  the  Company's  board of  directors
designated 500,000 shares of preferred stock as Series C Preferred Stock.

Item 3. Defaults upon Senior Securities

     Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders

      Not applicable

Item 5.  Other Information

     Not applicable

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits.  None

     (b)  Reports on Form 8-K.  None

<PAGE>



                                   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.

                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.


Date:   August 8, 2000                   By:/s/ Ramin Kamfar
                                           -----------------
                                           R. Ramin Kamfar
                                           Chairman and Chief Executive Officer



Date:   August 8, 2000                   By:/s/ Jerold E. Novack
                                           --------------------
                                           Jerold E. Novack
                                           Chief Financial Officer