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

                                   FORM 10-Q/A


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

                  For the quarterly period ended April 1, 2001

                                       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.
             (Exact name of registrant 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
              (Registrant's telephone number, including area code)


Indicate by check mark 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  preceding 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 ___
                                     ---



Number of shares of common stock, $.001 par value per share, outstanding:
     As of May 8, 2001: 16,443,447


<PAGE>
                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.

              INDEX TO FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES

                                  April 1, 2001

                                                                            Page

PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

       Condensed Consolidated Balance Sheets as of April 1, 2001 and
         December 31, 2000 ................................................  -3-

       Condensed Consolidated Statements of Operations for the three months
         ended April 1, 2001 and March 26, 2000 ...........................  -4-

       Condensed Consolidated Statements of Cash Flows for the three months
         ended April 1, 2001 and March 26, 2000 ...........................  -5-

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


Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
     CONDITION AND RESULTS OF OPERATIONS FOR THE THREE
     MONTHS ENDED APRIL 1, 2001 ...........................................  -8-


PART II: OTHER INFORMATION ................................................ -11-

       SIGNATURES ......................................................... -12-


<PAGE>

                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                      April 1,
                                                                                        2001        December 31,
                                                                                    (Unaudited)        2000
                                                                                    -----------     ------------
                                                                                     (Revised)
<S>                                                                                <C>             <C>
ASSETS
Current Assets:
  Cash and cash equivalents ....................................................   $  4,227,062    $  2,271,107
  Franchise and other receivables, net .........................................      3,465,456       3,067,765
  Current maturities of notes receivables ......................................        676,768         676,768
  Inventories ..................................................................      1,608,166       1,436,124
  Prepaid expenses and other current assets ....................................        653,417         621,030
   Deferred income taxes - current portion .....................................        500,000         500,000
   Investment in debt securities ...............................................     39,155,755      13,888,784
   Assets held for resale ......................................................      4,911,243       5,141,491

    Total current assets .......................................................     55,197,867      27,603,069

Property, plant and equipment, net .............................................      6,600,048       6,969,731
Notes and other receivables, net ...............................................        971,640       1,221,861
Trademarks, net ................................................................     15,594,013      15,724,086
Goodwill, net ..................................................................      2,300,561       2,325,959
Deferred income taxes ..........................................................      8,933,740       9,100,178
Deposits and other assets ......................................................      3,131,813       2,753,470
                                                                                      ---------       ---------

    Total Assets ...............................................................   $ 92,729,682    $ 65,698,354
                                                                                   ============    ============



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable .............................................................   $  1,717,058    $  2,708,398
  Accrued expenses .............................................................      2,035,708       3,730,501
  Current portion of long-term debt ............................................      4,885,155       4,422,522
  Current portion of obligations under capital leases ..........................        218,858         199,887
   Other current liabilities ...................................................         23,275          14,190
                                                                                         ------          ------

    Total current liabilities ..................................................      8,880,054      11,075,498

Long-term debt .................................................................     10,177,288      13,689,957
Obligations under capital leases ...............................................        224,618         362,896
Other liabilities ..............................................................      1,535,565       1,828,641

Series D Preferred Stock, $.001 par value; 25,000 shares
  authorized; 0 and 16,216 shares issued and outstanding .......................           --        12,008,314
Series F Preferred Stock, $.001 par value; 65,000 shares
  authorized; 42,564 and 0 shares issued and outstanding .......................     29,294,267            --
Minority interest ..............................................................      6,645,844            --

Stockholders' equity:

  Preferred stock, $.001 par value; 2,000,000 shares authorized; 0 issued and outstanding
    Series A convertible preferred stock, $.001 par value; 400 shares authorized;
    0 shares issued and outstanding
  Series B convertible preferred stock, $.001 par value; 225 shares authorized,
    0 shares outstanding
  Series C convertible preferred stock, $.001 par value; 500,000 shares authorized,
    0 shares outstanding
  Common stock, $.001 par value; 50,000,000 shares
    Authorized; 15,404,828 and 15,404,828 shares issued and outstanding ........         15,405          15,405
  Additional paid-in capital ...................................................     58,197,082      45,180,828
  Accumulated deficit ..........................................................    (22,240,441)    (18,463,185)
                                                                                    -----------     -----------
    Total stockholders' equity .................................................     35,972,046      26,733,048
                                                                                     ----------      ----------
    Total liabilities and stockholders' equity .................................   $ 92,729,682    $ 65,698,354
                                                                                   ============    ============

</TABLE>

<PAGE>

                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE FIRST QUARTER ENDED APRIL 1, 2001 AND MARCH 26, 2000

                                    UNAUDITED

<TABLE>
<CAPTION>

                                                        April 1, 2001   March 26, 2000
                                                        -------------   --------------
                                                          (Revised)
Revenues:

<S>                                                     <C>             <C>
  Manufacturing revenues ............................   $  5,149,755    $  6,150,638
  Franchise related revenues ........................      1,653,352       1,774,944
  Retail sales ......................................      3,672,075       1,220,500
                                                        ------------    ------------
Total revenues ......................................     10,475,182       9,146,082

  Cost of sales .....................................      7,366,535       5,860,051
  General and administrative expenses ...............      1,702,404       1,585,173
  Depreciation and amortization .....................        786,695         571,915
                                                        ------------    ------------
 Income from operations .............................        619,548       1,128,943

Interest expense, net ...............................        444,053         478,178
Gain from sale of investments .......................        240,601            --
                                                        ------------    ------------

Income before income taxes and minority interest ....        416,096         650,765

Provision for income taxes ..........................        166,438            --

Minority interest ...................................        723,385            --
                                                        ------------    ------------

Net (loss) income ...................................       (473,727)        650,765

Dividends and accretion on preferred stock ..........      3,316,559            --
                                                        ------------    ------------

Net (loss) income available to common stockholders ..   ($ 3,790,286)   $    650,765
                                                        ============    ============

Net (loss) income per common share - Basic ..........   ($       .25)   $        .06
                                                        ============    ============

Net (loss) income per common share - Diluted ........   ($       .25)   $        .06
                                                        ============    ============

Weighted average number of common shares outstanding:
   Basic ............................................     15,404,828      11,386,777
                                                        ============    ============

   Diluted ..........................................     15,404,828      11,684,286
                                                        ============    ============

</TABLE>



<PAGE>

                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE FIRST QUARTER ENDED APRIL 1, 2001 AND MARCH 26, 2000

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                                April 1, 2001  March 26, 2000
                                                                                -------------  --------------
                                                                                  (Revised)

<S>                                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income ...............................................................   ($   473,727)   $    650,765
  Adjustments to reconcile net income to net cash used in
    operating activities:
    Depreciation and amortization ..........................................        786,695         571,915
    Minority interest ......................................................        723,385
    Gain on sale of debt securities ........................................       (240,601)           --
    Deferred income tax asset ..............................................        166,438            --
  Increase/(decrease) in cash as a result of changes in operating assets and
     liabilities:
    Receivables ............................................................       (397,691)       (271,807)
    Inventories ............................................................       (172,042)       (198,435)
    Prepaid expenses .......................................................        (32,387)          3,580
    Deposits and other assets ..............................................        246,039           2,785
    Receipts of notes receivable ...........................................        260,036          84,745
    Additions to notes receivable ..........................................         (9,815)           --
    Accounts payable .......................................................       (991,340)         44,415
    Accrued expenses .......................................................       (832,569)       (424,302)
    Other liabilities ......................................................       (159,629)       (110,302)
                                                                               ------------    ------------
          Net cash provided by/(used in) operating activities ..............     (1,127,208)        353,359
                                                                               ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures .....................................................        (31,293)       (101,975)
  Addition to assets held for resale .......................................           --           (15,437)
  Deferred acquisition costs ...............................................       (624,382)           --
  Investment in debt securities ............................................    (28,911,364)           --
  Proceeds from the sale of debt securities ................................      3,884,994            --
                                                                               ------------    ------------
          Net cash provided by/(used in) investing activities ..............    (25,682,045)       (117,412)
                                                                               ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of stock, net .....................................     23,755,148         161,999
  Minority owners' capital contributions to affiliated entity ..............      9,165,989            --
  Payment of liabilities in connection with acquired assets ................       (986,586)       (787,833)
  Repayments of capital leases .............................................       (119,307)       (120,842)
  Repayment of notes payable ...............................................     (3,050,036)        (18,235)
                                                                               ------------    ------------
          Net cash provided by/(used in) financing activities ..............     28,765,208        (764,911)
                                                                               ------------    ------------

          Net increase /(decrease) in cash .................................      1,955,955        (528,964)

CASH, beginning of period ..................................................      2,271,107       2,880,342
                                                                               ------------    ------------

CASH, end of period ........................................................   $  4,227,062    $  2,351,378
                                                                               ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
  Interest .................................................................        683,789         857,921
                                                                               ============    ============

Non-cash Investing and Financing Activities:
  Non-cash Dividends and accretion on preferred stock ......................      3,316,559            --
                                                                               ============    ============

</TABLE>


                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.   Basis of Presentation
The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principals  for  interim
financial  information  and the  instructions  to Form  10-Q and  Article  10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
notes  required  by  generally  accepted  accounting   principles  for  complete
financial  statements.  In the  opinion of  management,  the  unaudited  interim
consolidated  financial  statements  furnished  herein  include all  adjustments
necessary for a fair presentation of the Company's  financial  position at April
1, 20001 and March 26, 2000 and the results of its operations and its cash flows
for the three-month  periods then eneded.  All such  adjustments are of a normal
recurring  nature.   Interim  financial  statements  are  prepared  on  a  basis
consistent with the Company's annual financial statements. Results of operations
for the three-month period ended April 1, 2001 are not necessarily indicative of
the operating results that may be expected for future periods.  The consolidated
balance  sheet  as of  December  31,  2000  has been  derived  from the  audited
consolidated  financial  statements at that date but does not include all of the
information and notes required by generally accepted  accounting  principles for
complete  financial   statements.   For  further   information,   refer  to  the
consolidated  financial  statements and notes thereto  included in the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 on file
with the Securities and Exchange Commission.

2.   Revised Financial Statements
As of April 1, 2001,  the company  accounted  for the  accretion  of the warrant
issued based on the Bond Purchase Agreement (the "Bond Purchase Agreement") with
Green Light Capital,  L.P., Green Light Capital  Qualified,  L.P and Green Light
Capital Offshore Ltd. (see Footnote 4) as a charge to retained  earnings instead
of  operations.  In  addition,  accretion  of issuance  costs,  as well as other
provisions provided by the Bond Purchase Agreement, were not initially reflected
in the Company's financial statements.  The amended financial statements reflect
these charges.

The result of these  changes has been that net income for the three months ended
April 1, 2001 has been decreased to ($473,727)  from $249,658;  Basic Income Per
Share has been  decreased to ($0.25) from ($0.22);  and Diluted Income Per Share
has been decreased to ($0.25) from ($0.22).

3.   Income (loss) Per Share
Basic  income  (loss) per share is  calculated  by  dividing  net income  (loss)
attributable to common  shareholders by the weighted average number of shares of
common stock outstanding  during the period.  Diluted income (loss) per share is
calculated by dividing net income (loss)  attributable to common shareholders by
the  weighted  average  number  of  common  shares  outstanding,   adjusted  for
potentially dilutive  securities.  The following table summarizes the equivalent
number of common shares assuming the related securities that were outstanding as
of April 1, 2001 had been  exercised,  but not  included in the  calculation  of
diluted loss per share as such shares are antidilutive:

Warrants           17,837,843
Options                   319
                   ----------
Total              17,838,162
                   ==========

4.   Investment in Debt Securities
Investments in debt securities are reported at fair value.  Unrealized gains and
losses from those  securities,  which are classified as  available-for-sale  are
reported as  "unrealized  holding  gains and losses" as a separate  component of
stockholders' equity. At April 1, 2000, the cost of debt securities  approximate
their  fair  value  and,  accordingly,  no  unrealized  again  or loss  has been
recorded.

5.   Recent developments
On January 22,  2001,  the Company  consummated  a sale of 20,000  shares of its
authorized  but unissued  Series F Preferred  Stock to Halpern  Denny III,  L.P.
("Halpern  Denny")  in  exchange  for the sum of $20  million.  At such time the
Company entered into a Series F Preferred Stock and Warrant  Purchase  Agreement
with Halpern Denny.  The Series F Preferred Stock accrues  dividends  payable in
shares  of Series F  Preferred  Stock at the rate of 16% per annum for the first
year, which rate increases semi-annually thereafter at the rate of 2% per annum.
The Series F Preferred Stock, including accrued dividends, is redeemable at such
time as there is a  combination  between the Company and Einstein or three years
from the date of issue,  whichever is sooner.  If a redemption takes place prior
to the end of such  three-year  period,  the  Company is  entitled to redeem the
Series F Preferred Stock by issuing  subordinated  senior notes (the "Notes") to
the holder of the Series F Preferred  Stock.  The Notes would bear interest at a
rate  comparable to the dividend rate under the Series F Preferred Stock and are
due and payable three years from the date of the initial  issuance of the Series
F Preferred  Stock (January 22, 2004).  In connection with the Series F Purchase
Agreement,  the Company  issued  Halpern  Denny a warrant to purchase  8,484,112
shares of the  Company's  common stock at an exercise  price of $0.01 per share.
The fair value of the  warrants at the date of grant was recorded as a reduction
in the  carrying  amount of the Series F Preferred  Stock and is being  accreted
over the three year period to the earliest fixed  redemption  date. The Series F
Purchase Agreement provides that for so long as the Series F Preferred Stock has
not been redeemed for cash  (including  payment of the Notes,  if any), or until
there is a combination  between the Company and Einstein and a redemption of the
Series F Preferred  Stock,  including  delivery of the Notes (but not payment of
the same),  Halpern Denny shall receive additional warrants equal to 1.5% of the
fully  diluted  common  stock of the  Company  (excepting  certain  options  and
warrants)  on January 22, 2002 and on each  succeeding  June 30 and December 31.
This  warrant has a term of five years.  The warrant  further  provides  that it
would be exercisable for additional shares under certain events, as set forth in
the warrant.  The  Certificate of  Designation  of the Series F Preferred  Stock
requires the vote or written  consent by the holders of at least 67% of the then
outstanding shares of the Series F Preferred Stock,  voting together as a single
class for certain events and transactions. Under the Certificate of Designation,
the holders of Series F Preferred Stock,  except as otherwise required under the
laws of  Delaware or as set forth in the  Certificate  of  Designation,  are not
entitled or  permitted  to vote on any matter  required or permitted to be voted
upon by the stockholders of the Company.

BET and Brookwood had invested the sum of $15 million for substantially the same
purpose  as  that  contemplated  by  the  Series  F  Purchase  Agreement,  which
investment  was made in August  2000,  and BET and  Brookwood  were then holding
Series D  Preferred  Stock,  which had a right to approve  the  creation  of the
Series F Preferred Stock.  Therefore,  the Company  considered it appropriate to
restructure the investment  documents  relating to the August 2000 investment by
BET and Brookwood.  Accordingly,  the Company, BET and Brookwood entered into an
Exchange  Agreement,  whereby they exchanged all of their  outstanding  Series D
Preferred  Stock,  including  accrued  but unpaid  dividends  (all of which were
retired)  for a total of  16,398.33  shares of  Series F  Preferred  Stock.  The
closing of the  exchange of Series F Preferred  Stock for the Series D Preferred
Stock took place on or about January 22, 2001.  BET and Brookwood also exchanged
the  warrants  received  by them in August  2000 for  warrants  to  purchase  an
aggregate  of  6,526,356  shares of common  stock of the  Company at an exercise
price of $0.01 per share. The form of these warrants is substantially  identical
to the form of the warrant  issued to Halpern  Denny  including  the  provisions
thereof  relating  to the  increase  of the  warrant  shares,  except  that  the
semi-annual  increases  are an aggregate of 1.154% of the fully  diluted  common
stock of the Company (excepting certain options and warrants). The fair value of
the  warrants at the date of grant was  recorded as a reduction  in the carrying
amount of the Series F Preferred Stock and is being accreted over the three year
period to the earliest fixed  redemption  date. The difference in the fair value
of securities  exchanged was charge to accumulated  deficit.  In connection with
the Series F Purchase Agreement and the Exchange Agreement,  the parties entered
into an Amended and Restated  Registration  Rights Agreement.  In addition,  the
parties entered into a Stockholders Agreement,  which relates principally to the
composition of the Board of Directors of the Company. The Stockholders Agreement
also contains  provisions giving Halpern Denny, BET and Brookwood certain rights
of first refusal to provide  financing and certain co-sale rights for the common
stock they may purchase upon exercise of their warrants. Also in connection with
the Series F Purchase Agreement and the Exchange Agreement,  the Company amended
its bylaws to provide (a) for a Board of Directors  composed of nine members and
(b) to provide that any filing by the Company under the United States Bankruptcy
Code shall require the approval of75% of the full Board of Directors.

On or about  January  17,  2001,  the  Company  entered  into the Bond  Purchase
Agreement  (the  "Bond  Purchase  Agreement")  with  Greenlight  Capital,  L.P.,
Greenlight  Capital Qualified,  L.P. and Greenlight Capital Offshore,  Ltd. (the
"Greenlight Entities").  Pursuant to the Bond Purchase Agreement, the Greenlight
Entities formed a limited liability company  ("Bondco") and funded the same with
$10 million for the purchase of Bonds.  The Company is the exclusive  manager of
Bondco.  Accordingly the Company consolidate Bondco since its inception. At such
time as there is a combination of the Company with Einstein, Bondco may sell its
Bonds and the Company will share in the profits or  exclusively  bear the losses
in  relation  thereto,  based  upon an agreed  to  accretion  in the  Greenlight
Entities' investment.  Alternatively,  Bondco may retain its Bonds or securities
issued in lieu  thereof or may sell the same to the  Company in  exchange  for a
newly created Class of Series E Preferred  Stock.  The Series E Preferred  Stock
provides for the payment of dividends at the rate of 15% per annum increasing by
2% each 6 months after the first year  following  the initial  investment by the
Greenlight  Entities.  These dividends are payable in Series E Preferred  Stock.
The Series E Preferred Stock, if issued,  shall be redeemed three years from the
date of the investment in Bondco by the Greenlight Entities.  In connection with
the Bond Purchase Agreement, the Company issued the Greenlight Entities warrants
to purchase an aggregate of 4,242,056  shares of the  Company's  common stock at
$0.01  per  share.  The fair  value  of the  warrants  at the date of grant  was
recorded as a reduction of minority  interest and is being accreted over the two
year period to the earliest fixed redemption  date. The Bond Purchase  Agreement
provides  that  for so long as  there  has not been a  combination  between  the
Company and Einstein, or there has been a combination but the Series E Preferred
Stock was not issued to the Greenlight Entities, or the Series E Preferred Stock
was issued but has not been  redeemed,  the  Greenlight  Entities  shall receive
additional warrants equal to 0.9375% of at the fully diluted common stock of the
Company  (excepting certain options and warrants) on January 17, 2002 and at the
beginning of each succeeding three month period. This warrant has a term of five
years. In addition,  warrants for an additional 1.5% of the fully diluted common
stock shall be issued at such time as the Series F Preferred  Stock is redeemed.
The Company and the  Greenlight  Entities  entered  into a  registration  rights
agreement relating to the shares purchasable under the warrants.

On March 29, 2001, the Company  consummated a sale of 5,000 additional shares of
its  authorized,  but  unissued,  Series F Preferred  Stock to Halpern  Denny in
exchange for the sum of $5,000,000. Pursuant to the terms of the Second Series F
Preferred Stock and Warrant Purchase Agreement (the "Second Purchase Agreement")
with Halpern  Denny,  the Company also sold Halpern  Denny  warrants to purchase
2,121,028  shares  of the  Company's  common  stock at a price per share of $.01
(subject to  adjustment  as provided in the form of warrant).  The fair value of
the  warrants at the date of grant was  recorded as a reduction  in the carrying
amount of the Series F Preferred Stock and is being accreted over the three year
period to the  earliest  fixed  redemption  date.  The rights,  preferences  and
designations  of the  Series F  Preferred  Stock  are set  forth  in an  Amended
Certificate of  Designation,  Rights and Preferences of Series F preferred Stock
(the "Amended  Certificate of Designation")  which are identical to the Series F
Preferred  Stock created in January  2001. In connection  with the execution and
delivery of the Second  Purchase  Agreement,  BET Associates,  L.P.  ("BET") and
Brookwood New World  Investors,  LLC  ("Brookwood"),  each waived any preemptive
rights  they may have had to the  issuance  of  additional  shares  of Series of
Preferred Stock as provided for in the Second  Purchase  Agreement and consented
to the filing of the Amended  Certificate  of Designation to increase the number
of shares of Series F  Preferred  Stock the  Company is  authorized  to issue to
73,000.

The Company used the proceeds from the initial  financing by BET and  Brookwood,
and the financings  with Halpern Denny and the  Greenlight  entities to purchase
certain 7.25% subordinated convertible debentures due in June 2004 (the "Bonds")
of Einstein/Noah Bagel Corporation ("Einstein").

In April 2001 the  Company  entered  into an  agreement  with the Trustee of the
Boston  Chicken Plan Trust,  the majority  stockholder  of Einstein,  to support
confirmation of the Plan of Reorganization  (the "Plan") filed by the Trustee in
the Chapter 11 cases of ENBC and Einstein/Noah  Bagel Partners,  L.P.  ("ENBP"),
now pending in the United  States  Bankruptcy  Court for the District of Arizona
(the "Court").  Under the Plan, holders of ENBC's 7.25% Debentures due June 2004
shall be given the option of  converting  to equity in the  reorganized  ENBC or
having their bonds reinstated through payment of all accrued interest and future
compliance  with the terms of the  Indenture.  In April 2001,  the Company  also
entered into an agreement  with one of the  Trustee's  proposed exit lenders for
the Plan,  to confirm  New World's  support for the Plan,  pursuant to which New
World would  agreed to convert its  Debentures  to equity in  reorganized  ENBC.
Under the  conversion  price and formulae in the Plan,  New World would  receive
approximately 3.9 million shares of reorganized  ENBC's new common stock,  which
the  Company  anticipates  would  result in the  Company  becoming  the  largest
stockholder  in  reorganized  ENBC.  There is no assurance that the Plan will be
confirmed.




SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q 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", "believe", "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;
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-Q or in the  Company's  Form 10-KSB for its
2000 fiscal year.



<PAGE>
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

     New World Coffee - Manhattan Bagel, Inc. is one of the largest  franchisors
of bagel  bakeries  and  coffee  bars in the  United  States.  It  operates  and
franchises  bagel  bakeries and coffee bars in 26 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. ("MBC")..  On August 31, 1999, the Company acquired the assets of
Chesapeake  Bagel Bakery ("CBB").  At April 1, 2001, the Company's retail system
consisted  of  approximately  337 stores,  including  42  Company-owned  and 295
franchised and licensed stores.

     The Company is vertically  integrated  and has 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.

     Commencing  in August 2000,  the Company  acquired  certain  debentures  of
Einstein/Noah Bagel Corp. ("ENBC"), a Company engaged in the retail bagel bakery
business.  ENBC has been operating under Chapter 11 of the Bankruptcy Code since
April 2000.  The  Company and its  affiliate  New World -  Greenlight,  LLC have
acquired  in excess of  $61,000,000  of face  value of  debentures,  making  the
Company ENBC's largest  creditor.  As ENBC's largest  creditor,  the Company has
been an active participant in ENBC's ongoing Bankruptcy proceedings.

     On April 2,  2001,  the  Trustee  (the  "Trustee")  of the  Boston  Chicken
Bankruptcy Plan Trust,  as holder of a majority of the outstanding  common stock
of ENBC, filed a plan of reorganization (the "Trustee Plan") with the Bankruptcy
Court providing for  reinstatement  of all the obligations of ENBC and providing
for an  allocation  of new common stock of ENBC to the holders of its old common
stock,  including the Trustee.  The Company agreed to support the Trustee's Plan
and committed, to the Trustee, and to the lead institution that had committed to
provide exit financing to ENBC pursuant to the Trustee's  Plan, that the Company
would  convert  the  debentures  owned  by it and  its  affiliate  New  World  -
Greenlight LLC into new common stock of reorganized  ENBC in accordance with the
Trustee's Plan.

     In  addition,  on May 14, 2001 a deadline set by the  Bankruptcy  Court for
competing  bids in order to preserve a right to bid on the assets of ENBC in the
event that the Trustee's Plan is not confirmed,  Einstein  Acquisition  Corp., a
Delaware corporation which is an affiliate of the Company made a bid to purchase
the  assets  of  ENBC.  Such  bid  consisted  of  $151,000,000  in cash  and the
assumption of Einstein trade indebtedness up to a total of $30,000,000.

     The  Company  and  Einstein  Acquisition  Corp.  have  received  a  "highly
confident"  letter from a  nationally  recognized  investment  banking firm with
respect to financing necessary to consummate a transaction with ENBC. Bankruptcy
Court  proceedings are ongoing both with respect to the issue of confirmation of
the Trustee's Plan and the bid for the assets of ENBC. There can be no assurance
as to the outcome of such Bankruptcy Court proceedings.

Fiscal  Quarter Ended April 1, 2001  Compared to Fiscal  Quarter Ended March 26,
2000

     Revenues.  Total revenues  increased  14.5% to  $10,475,182  for the fiscal
quarter ended April 1, 2001 from $9,146,082 for the comparable 2000 period.  The
increase in revenues was  attributable  to additional  retail sales from Company
owned stores acquired  during 2000.  Manufacturing  revenues  decreased 16.3% to
$5,149,755 or 49.2% of total revenues for the fiscal quarter ended April 1, 2001
from $6,150,638 or 67.2% of total revenues for the comparable  2000 period.  The
decrease in  manufacturing  revenues was  primarliy  the result of the Company's
decision to  outsource  its  low-margin  distribution  business  (which had been
included in manufacturing revenues in the 2000 period.) In addition, the Company
experienced  extreme  weather in its core markets during the 2001 quarter,  also
having a negative impact on manufacturing  revenues.  Franchise related revenues
decreased  6.9% to $1,653,352 or 15.8% of total  revenues for the fiscal quarter
ended  April  1,  2001  from  $1,774,944  or 19.4%  of  total  revenues  for the
comparable 2000 period. The decrease in franchise related revenues was partially
attributable to extreme weather conditions experienced during the fiscal quarter
ended April 1, 2001 in the  Company's  core  markets.  In addition,  the decline
reflects a lower store base in the fiscal  quarter ended April 1, 2001, in part,
resulting from  Management's  decision to terminate  certain  franchisees  who's
operations did not comply with the Company's  policies.  Retail sales  increased
200.9% to  $3,672,075  or 35.0% of total  revenues for the fiscal  quarter ended
April 1, 2001 from $1,220,500 or 13.3% of total revenues for the comparable 2000
period.  The increase was attributable to additional  company-owned  stores that
were acquired during 2000.

Costs and Expenses.
Cost of  Sales  as a  percentage  of  related  manufacturing  and  retail  sales
increased to 83.5% for the fiscal quarter ended April 1, 2001 from 79.5% for the
comparable 2000 period.  The increase  primarily  resulted from a shift in sales
mix towards  retail  store  revenues  which  generally  have lower  margins than
manufacturing revenues.

General and  administrative  expenses  increased  to  $1,702,404  for the fiscal
quarter ended April 1, 2001 from $1,585,173 for the comparable 2000 period.  The
increase was primarily  attributable to operational staff additions  required in
order to service the  Company's  additional  company-owned  stores.  General and
administrative  expenses expressed as a percentage of total revenues declined to
16.3% of total revenues for the fiscal quarter ended April 1, 2001 from 17.3% of
total revenues for the comparable 2000 period.  The decline is the result of the
higher revenue base during the 2001 quarter.

Depreciation and amortization expenses increased by 37.6% to $786,695 or 7.5% of
total  revenues for the fiscal quarter ended April 1, 2001 from $571,915 or 6.3%
of total  revenues for the  comparable  2000 period.  The increase was primarily
attributable to depreciation on company-owned stores acquired during 2000.

Interest  expense,  net for the fiscal  quarter ended April 1, 2001 decreased to
$444,053,  or 4.2% of total revenues from $478,178 or 5.2% of total revenues for
the  comparable  2000 period.  This  decrease is  primarily  the result of lower
average debt balances during the quarter ended April 1, 2000 as well as interest
earned invested cash balances.

Gain from sale of debt securities was $240,601 or 2.3% of total revenues for the
fiscal  quarter  ended April 1, 2001.  There was no such gain in the  comparable
2000 period.

Provision for income taxes  increased to $166,438 or 1.6% of total  revenues for
the fiscal quarter ended April 1, 2001 from $0 for the  comparable  2000 period.
The increase was attributable to certain deferred tax benefits recognized in the
2000 period relating to the recognition of deferred tax assets.

Minority  interest was $723,385 or 6.9% or total revenues for the fiscal quarter
ended  April 1, 2001.  This charge is  attributable  to  accretion  of the value
assigned  to warrants  and the  guaranteed  investment  return to  investors  in
Greenlight New World, L.L.C.

Net Loss.
Net Loss for the fiscal quarter ended April 1, 2001 was  ($473,727)  compared to
net income of $650,765  for the  comparable  2000  period.  The  decrease in net
income is primarily a result of the decrease in margins  resulting from a change
in sales mix to lower margin  retail  sales,  the increase in income tax expense
recognized  for the 2001 period and the  allocation  of earnings to the minority
interest.

Liquidity and Capital Resources

     The  Company  plans to  satisfy  any of its  capital  requirements  in 2001
through  cash  flow  from  operations  and the sale of  Company-owned  stores to
franchisees  which should  generate  additional  cash.  The Company  continually
assesses its ongoing  capital  needs and may consider the issuance of additional
equity or debt securities in order to raise capital should  business  conditions
dictate that such is necessary.

     In January  and March  2001,  the  Company  issued  25,000  shares of newly
authorized  Series  F  Preferred  Stock  as well  as  equity  in a newly  formed
affiliate,  Greenlight New World,  L.L.C. The proceeds,  net of related offering
expenses,  were $ 32,921,137.  The proceeds from these stock sales were utilized
to purchase ENBC debt securities and pay certain related costs.

     At April 1, 2001 the Company had a working  capital  surplus of $46,317,813
compared to a working  capital  surplus of  $2,547,029  at March 26, 2000.  This
increase  is  primarily  a  result  of the  Company's  investment  in ENBC  debt
securities in exchange for the issuance of certain preferred stock.

     The Company had net cash used in operating activities of $1,127,208 for the
first quarter of 2001 compared with net cash provided by operating activities of
$353,359  for the first  quarter  of 2000.  The  decrease  in cash  provided  by
operating  activities  was  attributable  to  the  decrease  in net  income  and
liquidation of certain current liabilities in the 2001 period.

     The Company had net cash used in investing  activities of  $25,682,045  for
the first quarter of 2001 compared with net cash used in investing activities of
$117,412 for the first  quarter of 2000.  The increase in cash used in investing
activities was attributable to the Company's investment in debt securities.

     The Company had net cash provided by financing  activities  of  $28,765,208
for  the  first  quarter  of 2001  compared  with  net  cash  used in  financing
activities  of  $764,911  for the first  quarter of 2000.  The  increase in cash
provided by financing  activities relates to the issuance of preferred stock and
proceeds from sale of an interest in an affiliated entity during 2001.

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, if any,  employees at the minimum wage level and
therefore  believes  that an  increase in the  minimum  wage would have  minimal
impact on its operations and financial condition.

<PAGE>
                           PART II - OTHER INFORMATION
                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
                                  APRIL 1, 2001

Item 1.  Legal Proceedings

     Not applicable

Item 2.  Changes in Securities

     Not applicable

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

          On February  1, 2001,  the  Company  filed a Form 8-K  relating to the
          issuance of Series F Preferred Stock and related matters.


<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:                               By:  /s/
                                         ---------------------------------------
                                         R. Ramin Kamfar
                                         Chairman and Chief Executive Officer



Date:                               By:  /s/
                                         ---------------------------------------
                                         Jerold E. Novack
                                         Chief Financial Officer