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 27, 1999

                                       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 August 4, 1999: 20,485,047



<PAGE>



                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.

              INDEX TO FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES

                                  JUNE 27, 1999
<TABLE>
<CAPTION>


                                                                                                          Page

PART I.     FINANCIAL INFORMATION

Item 1.      Financial Statements
<S>                                                                                                       <C>


     Condensed Consolidated Balance Sheets as of June 27, 1999 and
         December 27, 1998.......................................................................         -3-

     Condensed Consolidated Statements of Operations for the second quarter
         and year to date period ended June 27, 1999 and June 28, 1998...........................         -4-

     Condensed Consolidated Statements of Cash Flows for the year to date period
         ended June 27, 1999 and June 28, 1998...................................................         -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 27, 1999.......................................................................         -7-

Item 3.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations for the Year to Date Period Ended
             June 27, 1999.......................................................................         -8-

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

SIGNATURES.......................................................................................         -13-

</TABLE>




<PAGE>



                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                     June 27,                December 27,
                                                                                       1998                      1999
                                                                                                             (Unaudited)
<S>                                                                                  <C>                    <C>

ASSETS
Current assets:
    Cash and cash equivalents...................................                    $3,152,311              $5,269,627
    Franchise and other receivables, net........................                     1,773,018                 964,609
    Current maturities of notes receivables.....................                     2,393,981               2,103,079
    Inventories.................................................                     1,492,143               1,355,730
    Prepaid expenses and other current assets...................                       252,669                 206,073
    Assets held for resale......................................                     1,633,053               1,633,053
                                                                                     ---------               ---------
       Total current assets.....................................                    10,697,175              11,532,171

Property, plant and equipment, net..............................                     6,959,062               6,889,876
Notes and other receivables, net................................                     1,100,688               1,391,929
Trademarks, net.................................................                    15,733,334               9,966,667
Goodwill, net...................................................                     1,031,003               7,097,670
Deposits and other assets.......................................                       969,103               1,215,124
                                                                                       -------               ---------
       Total assets                                                                $36,490,365             $38,093,437
                                                                                   ===========             ===========

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
    Accounts payable............................................                    $1,651,464              $1,750,647
    Accrued expenses............................................                     4,873,319               7,279,646
    Current portion of long-term debt...........................                     3,333,818               1,633,624
    Current portion of obligations under capital leases.........                       374,532                 398,764
                                                                                       -------                 -------
       Total current liabilities................................                    10,233,133              11,062,681
                                                                                    ----------              ----------

Long-term debt..................................................                    11,459,605              13,530,749
Obligations under capital leases................................                       180,938                 115,591
Deferred rent...................................................                       276,665                 261,638
Other liabilities...............................................                     4,169,279               4,179,635
Commitments and Contingencies
Stockholders' equity:
    Preferred stock, $.001 par value; 2,000,000
       shares authorized; 0 issued and outstanding..............                             -                       -
    Series B convertible preferred stock, $.001 par value; 225 Shares Authorized, 43.5 shares issued
    and outstanding.............................................
                                                                                             -                       -
    Common stock, $.001 par value; 50,000,000 shares
       authorized; 20,485,047 and 19,442,644 shares
       issued and outstanding...................................                        20,485                  19,443
    Additional paid-in capital..................................                    34,028,217              33,694,196
    Accumulated deficit.........................................                  (23,877,957)            (24,770,496)
                                                                                  ------------            ------------
       Total stockholders' equity...............................                    10,170,745               8,943,143
                                                                                    ----------               ---------
       Total liabilities and stockholders' equity...............                   $36,490,365             $38,093,437
                                                                                   ===========             ===========

</TABLE>

     The  accompany  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 27, 1999 AND JUNE 28, 1998

          AND YEAR TO DATE PERIOD ENDED JUNE 27, 1999 AND JUNE 28, 1998

                                    UNAUDITED
<TABLE>
<CAPTION>


                                                                    Second Quarter Ended                Year To Date Ended
                                                              June 27,1999       June 28, 1998      June 27, 1999  June 28, 1998

<S>                                                           <C>                <C>               <C>             <C>

Revenues:
    Manufacturing revenues......................................$6,152,254      $  112,402   $12,196,4611     $  231,484
    Retail sales.................................................2,399,425       3,041,595      4,729,427      6,150,640
    Franchise related revenues...................................1,236,461         861,197      2,442,089      1,418,290
                                                                 ---------       ---------     ----------      ---------
Total Revenues...................................................9,788,140       4,015,194     19,367,977      7,800,414

    Cost of sales................................................6,907,008       2,843,891     13,799,188      5,458,013
    General and administrative expenses..........................1,476,447         728,013      2,987,618      1,433,103
    Depreciation and amortization..................................531,954         315,336      1,074,668        684,384
                                                                 ---------       ---------      ---------        -------
Operating Income...................................................872,731         127,954      1,506,503        215,192

Other Expenses:
    Interest expense, net..........................................322,877          56,350        613,766         81,244
                                                                   -------          ------        -------         ------

Net Income........................................................$549,854         $71,604       $892,737       $133,948
                                                                  ========         =======       ========       ========
Basic Net Income Per Common Share.....................................$.03            $.01           $.05           $.01
                                                                      ====            ====           ====           ====

Basic Weighted Average Number of Common Shares
    Outstanding.................................................19,849,440      12,168,587     19,713,321     11,976,494
                                                                ==========      ==========     ==========     ==========

Diluted Net Income Per Common Share...................................$.03            $.01           $.04           $.01
                                                                      ====            ====           ====           ====

Diluted Weighted Average Number of Common Shares
    Outstanding.................................................20,361,205      12,168,587     20,225,086     11,976,494
                                                                ==========      ==========     ==========     ==========
</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 27, 1999 AND JUNE 28, 1998

                                    UNAUDITED

<TABLE>
<CAPTION>

                                                                                                June 27,         June 28,
                                                                                                  1998              1999
<S>                                                                                             <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income......................................................................           $892,737     $    133,948
    Adjustments to reconcile net income to net cash used in operating activities:
        Depreciation and amortization...............................................          1,074,668          684,384
        Gain on sale of fixed assets................................................           (219,829)      (1,128,458)
    Increase/(decrease) in cash as a result of changes in  operating  assets and
              liabilities:
        Receivables                                                                            (808,409)         205,742
        Inventories                                                                            (136,413)          33,839
        Prepaid expenses and other current assets...................................            (46,596)         (25,092)
        Deposits and other assets...................................................            246,021          (42,739)
        Accounts payable                                                                        (99,183)        (106,938)
        Accrued expenses                                                                       (563,259)        (793,022)
        Deferred rent...............................................................             15,028           26,473
        Other liabilities...........................................................           (159,658)             -
                                                                                               ---------        ---------
 Net cash provided by/(used in) operating activities................................            195,107       (1,011,863)
                                                                                               ---------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures............................................................           (568,352)        (292,490)
    Proceeds from the sale of fixed assets .........................................             452,935             -
                                                                                               ---------       ----------
               Net cash provided by/(used in) investing activities..................           (115,417)        (292,490)
                                                                                               ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of common stock, net of issuance costs.................................            335,064        1,590,187
    Proceeds from long term borrowings..............................................             77,826              -
    Receipts on notes receivable....................................................            295,195              -
    Additions to notes receivable...................................................            294,156)             -
    Payment of liabilities in connection with acquired assets                                (1,842,197)             -
    Repayments of capital leases....................................................           (318,542)        (120,815)
    Repayment of notes payable......................................................           (448,776)         (26,250)
                                                                                              ---------        ---------
               Net cash provided by/(used in) financing activities..................         (2,195,586)       1,443,122
                                                                                             -----------       ---------
               Net increase(decrease) in cash.......................................         (2,117,416)         138,769

CASH, Beginning of Period...........................................................          5,269,627        1,149,013
                                                                                              ---------        ---------

CASH, End of Period.................................................................          3,152,211        1,287,782
                                                                                              =========        =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for:
       Interest.....................................................................            718,121           53,334
    Non-cash investing and financing activities:
       Equipment purchased under capital leases.....................................            359,657           15,332
       Issuance of Common Stock as repayment of promissory note.....................                -          1,100,000
       Notes received from sale of fixed assets.....................................                -          2,373,750
</TABLE>
<PAGE>



                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

     1 The June 27, 1999 consolidated balance sheet presented herein was derived
from the audited  December 27, 1998  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, 1998 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.

     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
1998  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 27, 1999 AND JUNE 28, 1998

     General

     New World Coffee - Manhattan Bagel, Inc., a Delaware Corporation  organized
in 1992, is one of the largest  franchisors of coffee bars and bagel bakeries in
the United States.  It operates and franchises  coffee bars,  bagel bakeries and
integrated  coffee  bar/bagel   bakeries  in  18  states  in  the  Northeastern,
Southeastern  and  Southwestern  United  States,  the District of Columbia,  and
internationally.  The first  Company-owned New World Coffee store opened in 1993
and the first  franchised  New World Coffee  store  opened in 1997.  The Company
acquired  the stock of  Manhattan  Bagel  Company,  Inc. - Debtor in  Possession
("MBC") on November 24, 1998,  resulting in the addition of 6 Company-owned  and
285  franchised  and licensed  Manhattan  Bagel  stores.  At June 27, 1999,  the
Company's retail system consisted of 319 stores,  including 24 Company-owned and
295 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  has  incurred  losses  in each  fiscal  year  from  inception
primarily  due  to  the  cost  of  retail  store  expansion  and  developing  an
infrastructure to support future growth.  The Company's  strategic plan does not
include the development of additional Company owned stores.

     Results of Operations

     Quarter Ended June 27, 1999 Compared to Quarter Ended June 28, 1998

     Revenues.  Total  revenues  increased  143.8% to $9,788,140 for the quarter
ended  June  27,  1999  from   $4,015,194  for  the   comparable   1998  period.
Manufacturing  revenues  increased  5373.4%  to  $6,152,254  or  62.9%  of total
revenues  for the  quarter  ended June 27,  1999 from  $112,402 or 2.8% of total
revenues  for  the  comparable  1998  period,  primarily  as  a  result  of  the
acquisition of MBC. Retail sales decreased 21.1% to $2,399,425 or 24.5% of total
revenues for the quarter  ended June 27 1999 from  $3,041,595  or 75.8% of total
revenues for the  comparable  1998 period  primarily  due to the  conversion  of
Company owned stores to franchised stores.  Franchise related revenues increased
43.6% to  $1,236,461  or 12.6% of total  revenues for the quarter ended June 27,
1999 from $861,197 or 21.4% of total  revenues for the  comparable  1998 period,
primarily as a result of the acquisition of MBC.

     Costs and Expenses. Cost of sales as a percentage of manufacturing revenues
and retail  sales  decreased  to 80.8% for the quarter  ended June 27, 1999 from
90.2% for the  comparable  1998 period.  The primary  components of the increase
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>



     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
decreased  to 5.4%  for the  quarter  ended  June  27,  1999  from  7.9% for the
comparable  1998 period  primarily due to an increase in the  Company's  revenue
base, the sale of Company owned stores to franchisees and the Company's previous
compliance with FASB 121.

     General and  administrative  expenses as a percentage of revenues decreased
to 15.1% for the quarter ended June 27, 1999 from 18.1% for the comparable  1998
period,  primarily as a result of the Company's revenue growth which is enabling
it to better leverage its management infrastructure.

     Interest expense, net increased to $322,877,  or 3.3% of revenues,  for the
quarter ended June 27, 1999 from  $56,350,or 1.4% of revenues for the comparable
1998 period.  This increase is primarily due to interest  costs  relating to the
acquisition of MBC.

     Net Income. Net income increased to $549,854 for the quarter ended June 27,
1999 from $71,604 for the comparable  1998 period.  This increase is primarily a
result of increased  manufacturing  and retail gross  profit of  $1,334,565  and
increased  franchise related revenues of $375,264 which were partially offset by
increases in general and administrative  expenses of $748,434,  interest expense
of $ 266,527 and depreciation and amortization expense of $216,618.


                 ITEM 3. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
        FOR THE YEAR TO DATE PERIOD ENDED JUNE 27, 1999 AND JUNE 28, 1998


     Results of Operations

     Year To Date  Period  Ended June 27,  1999  Compared to Year To Date Period
Ended June 28, 1998

     Revenues.  Total revenues  increased  148.3% to $19,367,977 for the year to
date period ended June 27, 1999 from $7800,414 for the  comparable  1998 period.
Manufacturing  revenues  increased  5168.8%  to  $12,196,461  or  63.0% of total
revenues for the year to date period  ended June 27, 1999 from  $231,484 or 3.0%
of total revenues for the comparable  1998 period,  primarily as a result of the
acquisition of MBC. Retail sales decreased 23.1% to $4,729,427 or 24.4% of total
revenues  for the year to date  period  ended June 27, 1999 from  $6,150,540  or
78.9% of total  revenues for the  comparable  1998 period  primarily  due to the
conversion  of Company  owned stores to  franchised  stores.  Franchise  related
revenues  increased  72.2% to $2,442,089 or 12.6% of total revenues for the year
to date period ended June 27, 1999 from  $1,418,290  or 18.2% of total  revenues
for the comparable 1998 period, primarily as a result of the acquisition of MBC.

     Costs and Expenses. Cost of sales as a percentage of manufacturing revenues
and retail  sales  decreased to 81.5% for the year to date period ended June 27,
1999 from 85.5% for the comparable  1998 period.  The primary  components of the
increase were the  substantial  shift toward  manufacturing  revenues and higher
margins  associated  with such revenues as compared to the operating  margins of
Company owned stores.

     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
decreased  to 5.5% for the year to date period ended June 27, 1999 from 8.8% for
the comparable 1998 period primarily due to an increase in the Company's revenue
base, the sale of Company-owned stores to franchisees and the Company's previous
compliance with FASB 121.

<PAGE>

     General and  administrative  expenses as a percentage of revenues decreased
to 15.4% for the year to date  period  ended  June 27,  1999 from  18.4% for the
comparable  1998 period,  primarily as a result of the Company's  revenue growth
which is enabling it to better leverage its management infrastructure.

     Interest expense, net increased to $613,766,  or 3.2% of revenues,  for the
year to date period  ended June 27, 1999 from  $81,244,  or 1.0% of revenues for
the  comparable  1998 period.  This increase is primarily due to interest  costs
relating to the acquisition of MBC.

     Net Income.  Net income  increased  to $892,737 for the year to date period
ended June 27, 1999 from $133,948 for the comparable 1998 period.  This increase
is  primarily a result of  increased  manufacturing  and retail  gross profit of
$2,202,589 and increased  franchise  related  revenues of $1,023,799  which were
partially  offset  by  increases  in  general  and  administrative  expenses  of
$1,554,515,  interest  expense of $532,522  and  depreciation  and  amortization
expense of $390,284.

     Liquidity and Capital Resources

     The Company plans to satisfy its capital  requirements in 1999 through cash
flow  from   operations  and  through  the  sale  of  Company  owned  stores  to
franchisees, which should generate additional free cash.

     The Company is currently in the process of completing the  modification  of
its information technology infrastructure for Year 2000 compliance.  The Company
does  not   expect   that  the  cost  to  modify  its   information   technology
infrastructure  to be Year 2000  compliant  will be  material  to its  financial
condition or results of operations. The Company does not anticipate any material
disruption in its  operations as a result of any failure by the Company to be in
compliance.

     At June 27,  1999 the  Company  had a working  capital  surplus of $464,542
compared to a working capital surplus of $469,490 at December 27, 1998.

     The Company had net cash  provided by operating  activities of $195,107 for
the first six months of 1999 compared with net cash used in operating activities
of  $1,011,863  for the  first  six  months of 1998.  The  increase  in net cash
provided by operating  activities primarily reflects the increased net income of
the Company.

     The Company had net cash used in investing  activities  of $115,417 for the
first six months of 1999 compared with net cash used in investing  activities of
$292,490 for the first six months of 1998.


<PAGE>



     The Company had net cash used in financing activities of $2,195,586 for the
first six months of 1999 compared with net cash provided by financing activities
of $1,443,122 for the first six months of 1998. This increase  primarily relates
to the payment of acquisition related liabilities.

     The Company may refinance some or all of its funded  indebtedness and incur
an increase in the amount of funded debt in 1999,  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.

     Revaluation of Trademarks

     In the second quarter the Company  commissioned  an  independent  valuation
firm to  determine  the  value of the  intellectual  property  purchased  in the
Manhattan  Bagel Company,  Inc.  acquisition.  In accordance  with the resultant
valuation,  the Company increased the book value of the trademarks  purchased by
$6 Million, with an offsetting reduction in Goodwill.

     Subsequent Event

     On July 26,  1999 the Company  signed an  agreement  to acquire  Chesapeake
Bagel  Bakery  from AFC  Enterprises,  under  which  the  Company  would  add 89
Chesapeake franchised locations to its system. The closing of the transaction is
subject to the Company's  completion of  operational  due diligence and standard
closing conditions.  There can be no assurance that such conditions shall be met
and that the acquisition will close.



<PAGE>



                           PART II - OTHER INFORMATION

                    NEW WORLD COFFEE - MANHATTAN BAGEL, INC.

                                  JUNE 27, 1999

     Item 1. Legal Proceedings

     Not applicable

     Item 2. Changes in Securities

     During  the first  quarter  of 1999,  15  shares  of  Series B  Convertible
Preferred Stock were exchanged for 126,665 shares of Common Stock.

     Item 3. Defaults upon Senior Securities

     Not applicable

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

     On  March  24,  1999 a  special  meeting  of  shareholders  was  held.  The
shareholders voted to approve the name change of the Company to New World Coffee
- Manhattan Bagel,  Inc.  Additionally the shareholders  approved an increase in
the number of authorized shares of common stock to 50,000,000 shares.

     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 June 14, 1999 the filed an 8-K report  relating
to the  adoption  of a  Shareholder  Rights  Plan  and  the  entering  into of a
Shareholder Rights Agreement.


<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 10, 1999                By: /s/R. Ramin Kamfar
                                           -------------------------
                                           R. Ramin Kamfar
                                           Chairman and Chief Executive Officer



Date:   August 10, 1999                By: /s/Jerold E. Novack
                                           -------------------------
                                           Jerold E. Novack
                                           Chief Financial Officer