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

                                   FORM 10-QSB

X    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the quarterly period ended March 31, 1999

     Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from ______________ to _______________

                           Commission File number   0-28058   

                              BIG CITY BAGELS, INC.
         --------------------------------------------------------------- 
        (Exact Name of Small Business Issuer as Specified in its Charter)

           New York                                         11-3137508     
--------------------------------                         ------------------
 (State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation of Organization)                          Identification No.)

                     99 Woodbury Road, Hicksville, NY 11801
                    ---------------------------------------
                    (Address of Principal Executive Offices)

                                 (516) 932-5050
                  ---------------------------------------------  
                 (Issuer's Telephone Number Including Area Code)


               ---------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         If Changed Since Last Report)


Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At May 12, 1999, the issuer had
outstanding 7,899,225 shares of Common stock, par value $.001 per share.




<PAGE>


PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS

                      BIG CITY BAGELS, INC. AND SUBSIDIARY
                                 BALANCE SHEETS

<TABLE>
                                                                                March 31, 1999    December 31, 1998
                                                                          --------------------    ------------------ 
<S>                                                                       <C>                     <C> 
ASSETS
Current assets:
  Cash and cash equivalents                                              $           685,943    $           902,122
  Accounts receivable                                                                154,085                177,396
  Inventory                                                                           43,212                 49,403
  Prepaid expenses and other current assets                                           51,990                 50,753
                                                                         --------------------   --------------------
Total current assets                                                                 935,230              1,179,674

 Fixed assets, net of accumulated depreciation                                       410,488                537,392
 Intangible assets, net of accumulated amortization                                    5,252                 35,784
 Security deposits and other assets                                                   88,007                179,557
                                                                         --------------------   --------------------
TOTAL                                                                    $         1,438,977    $         1,932,407
                                                                         ====================   ====================

                                         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Capital lease obligations                                               $            77,383    $            65,089
 Unearned franchise fee income                                                       141,000                201,000
 Accounts payable                                                                    338,414                348,761
 Accrued expenses                                                                     73,679                 50,394
 Obligation on abandoned lease                                                        28,586                 28,586
 Store purchase deposit                                                               55,000                 55,000
                                                                         --------------------   --------------------
Total current liabilities                                                            714,062                748,830

 Obligation on abandoned lease, noncurrent                                           209,290                215,876
 Capital lease obligations, noncurrent                                                     0                 12,294
                                                                         --------------------   --------------------
Total liabilities                                                                    923,352                977,000
                                                                         --------------------   --------------------

Stockholders' equity:
 Convertible (redeemable) preferred stock; $.001 par value; 1,000,000 shares
 authorized; 0 and 247,504 shares issued and outstanding at March 31, 1999 and
 December 31, 1998, respectively (liquidation value $0 and $3,093,800,
 respectively)                                                                             0                    247
 Common stock; $.001 par value; 25,000,000 shares authorized;
 7,964,504 and 1,511,107 shares issued and outstanding at
 March 31, 1999 and December 31, 1998, respectively                                    7,964                  1,511
 Additional paid-in capital                                                       10,325,651             10,127,706
 Accumulated deficit                                                              (9,753,366)            (9,094,711)
 Treasury stock (65,279 and 132,579 shares at cost,                                  (64,624)               (79,346)
 respectively)
                                                                         --------------------   --------------------
Total stockholders' equity                                                           515,625                955,407
                                                                         --------------------   --------------------
TOTAL                                                                    $         1,438,977    $         1,932,407
                                                                         ====================   ====================
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       2
<PAGE>


                      BIG CITY BAGELS, INC. AND SUBSIDIARY
                            STATEMENTS OF OPERATIONS


<TABLE>
                                                                              Three Months Ended
                                                                March 31, 1999                   March 31, 1998
                                                                --------------                   --------------
<S>                                                <C>                                  <C> 
REVENUES:
Product sales by company-owned stores               $                  204,060       $                  696,840
Product sales to franchisees and others                                233,001                          173,730
Franchise fees                                                          60,000                           60,500
Royalty income                                                          52,486                           44,569
Interest income                                                          8,080                           39,687
                                                    ---------------------------      ---------------------------
    Total revenues                                                     557,627                        1,015,326
                                                    ---------------------------      ---------------------------

COSTS AND EXPENSES:                                                                   
Cost of sales                                                          262,545                          427,530
Selling, general and administrative expenses                           728,855                        1,248,934
Interest expense                                                         3,506                            3,402
Loss on sale of assets                                                   2,503                                0
                                                    ---------------------------      ---------------------------
    Total costs and expenses                                           997,409                        1,679,866
                                                    ---------------------------      ---------------------------

NET (LOSS)                                          $                 (439,782)       $                (664,540)
                                                    ===========================      ===========================

Basic and diluted net (loss) per common  share      $                    (0.08)       $                   (0.50)
                                                    ===========================      ===========================
Weighted average common shares
        outstanding                                                  5,316,890                        1,337,340
                                                    ===========================      ===========================
</TABLE>



    The accompanying notes are an integral part of the financial statements.

                                       3
<PAGE>




                      BIG CITY BAGELS, INC. AND SUBSIDIARY
                        STATEMENT OF STOCKHOLDERS' EQUITY


                                                                    
<TABLE>
<CAPTION>
                                                                                                 
                                                                                                 
                            Preferred Stock        Common Stock                      Treasury Stock
                            ---------------       ----------------   Additional     -------------------
                                                                      Paid-In                               Accumulated  
                            Shares    Amount     Shares     Amount    Capital        Shares      Amount       Deficit       Total
                            ------    -------   ---------  --------  ------------- ---------    --------    ----------    ---------
<S>                         <C>      <C>        <C>        <C>        <C>            <C>        <C>         <C>           <C>      
BALANCE, January 1, 1999    247,504  $    247   1,511,107  $  1,511   $ 10,127,706   (132,579)  $ (79,346)  $ (9,094,711) $ 955,407

Cancellation of treasury 
stock                                             (67,300)      (67)       (14,655)    67,300      14,722                         0

Preferred stock converted
to common stock            (247,504)     (247)  5,994,336     5,994         (5,747)                                               0

Stock dividends                                   526,361       526        218,347                              (218,873)         0

Net loss                                                                                                        (439,782)  (439,782)
                          _________________________________________________________________________________________________________

BALANCE, March 31, 1999           0  $      0   7,964,504  $ 7,964    $ 10,325,651    (65,279) $   64,624  $  (9,753,366) $ 515,625
                          =========================================================================================================
</TABLE>




    The accompanying notes are an integral part of the financial statements.

                                       4
<PAGE>


                      BIG CITY BAGELS, INC. AND SUBSIDIARY
                              CASH FLOWS STATEMENTS
                      FOR THE THREE MONTHS ENDED MARCH 31,

<TABLE>

                                                                                  1999                    1998
                                                                                 ---------               -------
<S>                                                                         <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                                    $         (439,782)    $        (664,540)
                                                                            -------------------   ------------------

Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization                                                         17,522               47,217
  Loss on sale of assets                                                                 2,503                    0
  Issuance of common stock for compensation and
  professional services                                                                      0               34,000
  (Increase) Decrease in:
    Accounts receivable                                                                 23,311              (83,385)
    Inventory                                                                            6,191               (4,939)
    Prepaid expenses and other current assets                                           (1,237)             (79,791)
  Increase (Decrease) in:
    Unearned franchise fee income                                                      (60,000)             (25,000)
    Deferred rent payable                                                                    0               (2,862)
    Accounts payable                                                                   (26,309)             (83,434)
    Accrued expenses                                                                    23,285               48,229
    Obligations on abandoned lease                                                      (6,586)                   0
                                                                            -------------------   ------------------
Total adjustments                                                                      (21,320)            (149,965)
                                                                            -------------------   ------------------
Net cash used in operating activities                                                 (461,102)            (814,505)
                                                                            -------------------   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:


  Purchases of fixed and intangible assets                                             (28,027)            (320,989)
  Proceeds from sale of stores                                                         271,000               50,000
  Decrease (Increase) in security deposits                                               1,950              (70,183)
                                                                            -------------------   ------------------
Net cash provided (used) in investing activities                                       244,923             (341,172)
                                                                            -------------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Registration costs                                                                         0              (24,836)
  Repayment of notes payable                                                                 0               (9,192)
                                                                            -------------------   ------------------
Net cash used by financing activities                                                        0              (34,028)
                                                                            -------------------   ------------------

NET DECREASE IN CASH                                                                  (216,179)          (1,189,705)
Cash, beginning of period                                                   $          902,122    $       4,118,031
                                                                            ===================   ==================
Cash, end of period                                                         $          685,943    $       2,928,326
                                                                            ===================   ==================
</TABLE>




    The accompanying notes are an integral part of the financial statements.
                            (Continued on next page)

                                       5
<PAGE>



                      BIG CITY BAGELS, INC. AND SUBSIDIARY
                        CASH FLOWS STATEMENTS (CONTINUED)
                      FOR THE THREE MONTHS ENDED MARCH 31,


Supplemental disclosure of non cash activities:
                                                   1999                 1998
                                                   ----                 ----
      Cash paid during the year for:
        Interest                             $      559    $           3,402
        Income taxes                              1,749                5,650


In January and March 1999, the Company sold all of the assets of three
retail stores for the following:

          Net sales price                                       $    278,938
          Less: liabilities assumed                                   (7,938)
                                                                 ------------
                   Proceeds from sale                           $    271,000
                                                                 ============


Included in accounts payable is a $10,000 commission for the sale of the 41st
street store.


















    The accompanying notes are an integral part of the financial statements.


                                       6
<PAGE>




                      BIG CITY BAGELS, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS


(NOTE A) -     The Company and Basis of Presentation

               The Company operates and franchises retail bagel stores and sells
               its products wholesale to commercial accounts and food service
               operators.

               The Company has experienced recurring losses from operations
               since inception. The Company is implementing plans to reduce its
               operating losses and negative cash flows. Those plans include
               selling the remaining company-owned stores and evaluating the
               desirability of discontinuing its commissary/wholesale
               operations that require the use of the Company's resources. There
               is no assurance, however, that the Company's efforts will
               ultimately be successful. In February 1999, the Company reached
               an agreement in principle to merge with two companies, one of
               which is an Internet service provider and the other is a systems
               integration firm providing network services and Internet
               messaging and security products (the "Acquirees"). The Company
               expects to issue a combination of common stock and voting
               convertible preferred stock to the Acquirees in an amount which,
               after conversion of the preferred stock into common stock, will
               approximate 90% of the Company's outstanding shares of common
               stock following the transaction and conversion. There can be no
               assurance that the proposed merger agreement will be executed
               or that, if executed, the transaction will be completed. The
               consolidated financial statements have been prepared assuming
               that the Company will continue as a going concern. The financial
               statements do not include any adjustments based on the
               realizability of the Company's assets or the amounts and
               classification of liabilities that might result from the outcome
               of this uncertainty.

               The information herein is unaudited. However, in the opinion of
               management, such information reflects all adjustments (consisting
               only of normal recurring accruals) necessary to make the
               financial statements not misleading. Additionally, it should be
               noted that the accompanying financial statements do not purport
               to contain complete disclosures in conformity with generally
               accepted accounting principles.

               The results of operations for the three months ended March 31,
               1999 are not necessarily indicative of the results of operations
               for the full year ending December 31, 1999. These statements
               should be read in conjunction with the Company's financial
               statements for the year ended December 31, 1998 appearing in the
               Company's Annual Report on Form 10-KSB.

               On June 23, 1998, the Company effected a one-for-five reverse
               stock split of the Company's common stock (the "Reverse Split").
               All per-share data and references to number of shares have been
               retroactively restated in these financial statements. The Reverse
               Split affected the holders of each class of warrants and options
               outstanding insofar as the exercise price of each warrant was
               adjusted upward by a factor of five and the number of shares of
               common stock issuable upon exercise of each warrant were reduced
               by a factor of five.


(NOTE B) -     Sales

               In January and March 1999, the Company sold all the assets of
               three of its company-owned stores for $181,000, $80,000 and
               $7,938 respectively, net of selling costs.


(NOTE C) -     Conversion of Preferred Stock

               During the quarter ended March 31, 1999, all 247,504 shares of
               preferred stock outstanding as of December 31, 1998 were
               connverted into 6,520,697 shares of the Company's common stock
               including 526,361 shares issued in payment of cumulative stock
               dividends aggregating $218,347.

                                       7

<PAGE>

(NOTE D) -     Common Stock Options

               Pursuant to the Company's 1996 Performance Equity Plan ("1996
               Plan"), on March 31st of each calendar year during the term of
               the 1996 Plan, assuming there are enough shares then available
               for grant under the 1996 Plan, each person who is then a director
               of the Company will be awarded stock options to purchase 2,000
               shares of common stock at the fair market value thereof (as
               determined in accordance with the 1996 Plan), all of which
               options are immediately exercisable as of the date of grant and
               have a term of ten years. These are the only awards which may be
               granted to a director of the Company under the 1996 Plan. On
               March 31, 1999, the directors of the Company received this
               automatic grant of options to purchase an aggregate of 10,000
               shares of common stock at an exercise price of $0.9375 per share.


ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

     The following discussion and analysis should be read in conjunction with
the Company's financial statements and the notes thereto. The discussion of
results, causes and trends should not be construed to imply any conclusion that
such results or trends will necessarily continue in the future.

Forward-Looking Statements

     When used in the Form 10-QSB and in future filings by the Company with the
Securities and Exchange Commission, the words or phrases "will likely result,"
"management expects" or "the Company expects," "will continue," "is
anticipated," "estimated" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance
on any such forward-looking statements, each of which speak only as of the date
made. Such statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical earnings and those
presently anticipated or projected. The Company has no obligation to publicly
release the result of any revisions which may be made to any forward-looking
statements to reflect anticipated or unanticipated events or circumstances
occurring after the date of such statements.

Results of Operations

     Revenues for the three months ended March 31, 1999 were $557,627, a 45%
decrease from revenues of $1,015,326 for the three months ended March 31, 1998.
This net decrease was primarily attributable to reductions in store sales and
interest income; however, commissary product sales and royalty income increased.
Store sales decreased by $492,780, or approximately 71%, to $204,060 for the
three months ended March 31, 1999 from $696,840 for the three months ended March
31, 1998. This decrease was primarily due to the Company selling and closing
unprofitable Company-owned retail stores. Commissary product sales increased to
$233,001 for the three months ended March 31, 1999, an increase of $59,271 or
approximately 34% from $173, 730 for the three months ended March 31, 1998. This
increase was primarily attributable to the growth of the wholesale business and
increased sales to franchise stores. However, on April 8, 1999, one of the 
Company's wholesale clients, Northwest Airlines, Inc. ("Northwest"), notified
the Company that it intends to terminate the agreement between Northwest and the
Company effective June 7, 1999. During the year ended December 31, 1998 and the
quarter ended March 31, 1999, approximately $300,000 and $119,000 of the
Company's revenues, respectively, were generated by Northwest.

     There were $60,000 of franchise fee revenues for the three months ended
March 31, 1999, as compared with $60,500 of franchise fee revenues for the three
months ended March 31, 1998. Two new franchise stores opened during the first
quarter of 1999. Revenue under franchise agreements is generally recognized when
the franchise stores are opened. The Company has unearned franchise fee income
of $141,000 at March 31, 1999, compared to $253,500 at March 31, 1998. Unearned
franchise fee income represents non-refundable franchise fees which will be
recognized as revenue as the related franchise stores are opened. Royalty income
increased by $7,917 or 18% to $52,486 for the three months ended March 31, 1999,
from $44,569 for the three months ended March 31, 1998. This was primarily due
to the maturing of operations of existing franchise stores and the commencement
of operations of new franchise stores.

     Interest income for the three months ended March 31, 1999 was $8,080, a 80%
decrease from the interest income for the three months ended March 31, 1998.
This decrease in interest income resulted from reductions in the Company's cash
balances due to the Company's need to fund its operations. During the three
months ended March 31, 1999, the Company entered into no new franchise
agreements.

                                       8

<PAGE>

     Cost of sales were $262,545, representing 60% of net sales for the three
months ended March 31, 1999, compared to $427,530 or 49% for the three months
ended March 31, 1998. The increase in cost of sales as a percentage of sales was
primarily attributable to an increase in the percentage of sales from the
commissary/wholesale business, which generally represents a lower gross profit
percentage. The decrease in cost of sales of $164,985 was primarily due to the
Company selling and closing four of its Company-owned retail stores.

     Selling, general and administrative expenses (SG&A) were $728,855 for the
three months ended March 31, 1999, a 42% decrease from $1,248,934 for the three
months ended March 31, 1998. This reduction was primarily a result of a $311,648
decrease in salaries, a $36,741 decrease in rent and a $76,722 decrease in
advertising due to the Company selling and closing some of its retail stores,
reducing corporate personnel and discontinuing advertising expenses relating to
franchising.

     The net loss for the three months ended March 31, 1999 was $439,782,
compared to a net loss of $664,540 for the three months ended March 31, 1998.
The primary reason for the decrease in the current period loss was due to the
Company selling or closing unprofitable Company-owned stores and reducing
administrative personnel.

Liquidity and Capital Resources

     Cash and cash equivalents at March 31, 1999 were $685,943, compared to
$902,122 at December 31, 1998. This decrease was primarily attributable to the
Company funding its operating losses for the three months ended March 31, 1999.

     Accounts receivable decreased to $154,085 at March 31, 1999, from $177,396
at December 31, 1998. This decrease was primarily due to a decrease in sales.

     Inventory decreased to $43,212 at March 31, 1999, from $49,403 at December
31, 1998, due to the sales of Company-owned retail stores.

     Fixed assets, net of accumulated depreciation, decreased to $410,488 at
March 31, 1999 from $537,392 at December 31, 1998, as a result of the sale of
Company-owned stores and the normal depreciation of Company assets during the
quarter ended March 31, 1999.

     Intangible assets, net of accumulated amortization, decreased to $5,252 at
March 31, 1999 from $35,784 at December 31, 1998, resulting from the sale of the
Company-owned New York City store.

     Security deposits and other assets decreased to $88,007 at March 31,1999
from $179,557 at December 31, 1998, resulting from sale of the Company-owned New
York City store and the sale of a lease at another New York City location.

     The current portion of capital lease obligations increased to $77,383 at
March 31, 1999 from $65,089 at December 31, 1998, as a result of the Company not
making the required payments during this period.

     The combination of accounts payable and accrued expenses increased to
$412,093 at March 31, 1999 from $399,155 at December 31, 1998. This increase was
primarily due to the increase in acquisition related fees.

     At March 31, 1999, the Company had $221,168 of working capital and a
current ratio of 1.3 to 1.

     The Company's operating activities used net cash of $461,102 during the
three months ended March 31, 1999, as compared to net cash used in operations of
$814,505 for the corresponding period of the prior year. This decrease was
primarily due to the reduction of the Company's net loss.

     During the quarter ended March 31, 1999, all 247,504 shares of the
Company's convertible preferred stock still outstanding were converted into
6,520,697 shares of common stock, including 526,361 shares issued in payment of
cumulative stock dividends aggregating $218,347.

     In June 1998, management determined that the Company's business of
operating Company-owned retail stores no longer provided the opportunity for
growth or profitability. Accordingly, to reduce costs and losses and to

                                       9


<PAGE>
replenish capital needed for operations, the Company decided to sell
Company-owned stores, preferably to new or existing franchisees, or to close
stores that could not be timely sold. To date, the Company has sold or closed
all of its Company-owned stores except for two in California. The Company
expects to sell or close its remaining stores by the end of May 1999. To further
reduce costs, in March 1999, the Company relocated its commissary to a facility
in Santa Ana, California that it shares with an existing baked goods
manufacturing business.

     Although the Company may maintain its core business as a franchisor and
operator of a commissary that supplies retail stores and wholesale accounts with
bagel products, the Company recognized that this remaining core business would
not generate sufficient revenues to achieve profitability. Accordingly, since
June 1998, the Company has been actively engaged in exploring possible
acquisitions or mergers with profitable companies, including companies outside
the food industry.

     In February 1999, the Company reached an agreement in principle to merge
with VillageNet, Inc. ("VillageNet") and Intelligent Computer Solutions, Inc.
("ICS"). VillageNet, founded in June 1995, is a community-oriented Internet
service provider specializing in educational and family-based Internet services
with a local emphasis on business advertising and shopping, chat rooms and
parent/student/teacher interaction. ICS, founded in October 1994, is a systems
integration firm specializing in network design, implementation and maintenance
and providing Internet/intranet messaging and security products.

     The Company expects to issue a combination of common stock and voting
convertible preferred stock to the shareholders of VillageNet and ICS in an
amount which, after conversion of the preferred stock into common stock (which
is expected to be conditioned upon the Company amending its Certificate of
Incorporation to increase the number of shares of common stock that the Company
is authorized to issue), will approximate 90% of the outstanding shares of
Common Stock following the transaction and conversion. Management of the Company
is expected to be assumed by the management of VillageNet and ICS after the
transaction.

     The Company has completed its due diligence regarding this transaction and
is continuing to negotiate with ICS and VillageNet. However, there can be no
assurance that definitive transaction documents will be executed or, if
executed, that the transaction will be completed.

     If the Company is unable to complete this transaction, the Company
anticipates that it will not have sufficient capital to continue its operations
through the end of 1999.

Year 2000 Compliance

     Many computer systems currently in use were designed to use only two digits
in the date field and thus may experience difficulty processing dates beyond the
Year 1999. Consequently, some computer hardware and software will need to be
modified prior to the Year 2000 to remain functional. The Company's own systems
are Year 2000 compliant, which means that the systems will accurately process
date/time date regardless of whether the date is in the twentieth century or the
twenty-first century.

     The Company is also in the process of assessing its vendors, utilities,
banks and others with whom it does business to determine whether the failure of
any of the foregoing to be Year 2000 compliant would have a material adverse
effect on the Company. Management believes that the likelihood of such adverse
effect is immaterial. The Company's operations utilize relatively little
electronic data interchange with vendors and other third parties. However, to
the extent that such third parties, particularly utilities and banks, may not be
Year 2000 compliant, the Company may be adversely affected, although the
magnitude of such effect cannot be estimated. The cost to the Company of making
its third-party Year 2000 compliance assessment is not expected to be material.



                                       10


<PAGE>


PART II. OTHER INFORMATION

ITEM 1.   Legal Proceedings

     On November 3, 1998, in the Arizona Superior Court, County of Maricopa,
Girardi-Riva Enterprises, Inc. a former franchisee, commenced a lawsuit against
the Company, seeking an unspecified amount of damages. On March 29, 1999, the
court granted the Company's motion for summary judgment. On April 27, 1999, the
plaintiff filed a motion for reconsideration of the court's prior order granting
the Company's motion for summary judgment.

ITEM 2.   Changes in Securities and Use of Proceeds

     (c)  Recent Sales of Unregistered Securities

     During the quarter ended March 31, 1999, the Company made the following
sales of unregistered securities which have not been disclosed in prior filings:

<TABLE>
<CAPTION>
 ------------------ --------------------- --------------- --------------------- ------------------ ------------------
                                                             Consideration
                                                              Received and                                      
                                                             Description of                           If Option,
                                                            Underwriting or                           Warrant or 
                                                           Other Discounts to                         Convertible  
                                                              Market Price       Exemption from     Security, Terms
                                                              Afforded to         Registration      of Exercise or
 Date of Sale        Title of Security     Number Sold         Purchasers            Claimed          Conversion
 ------------------ --------------------- --------------- --------------------- ------------------ ------------------
<S>                 <C>                      <C>         <C>                         <C>          <C>            
 3/31/99            options to purchase       10,000      options granted -           4(2)         exercisable for
                    Common Stock                          no consideration                         ten years from
                    granted to directors                  received by Company                      date of grant at
                                                          until exercise                           an exercise
                                                                                                   price of
                                                                                                   $0.9375  per
                                                                                                   share
 ------------------ --------------------- --------------- --------------------- ------------------ ------------------
</TABLE>

ITEM 5.   Other Information

     On March 11, 1999, the Company's common stock was delisted from the Nasdaq
SmallCap Market because the Company did not meet the requirements for continued
listing. The Company's common stock currently is traded on the OTC Bulletin
Board.

ITEM 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27  Financial Data Schedule (3/31/99)

     (b)  Reports on Form 8-K

          None



                                       11
<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.



                                          Big City Bagels, Inc. 
                                          ---------------------------   
                                          (Registrant)


Dated:    May 13, 1999                    By:/s/ Mark Weinreb       
                                             ----------------------------- 
                                            Mark Weinreb, Chairman, and Chief
                                            Executive Officer


                                          By:/s/ Howard J. Fein           
                                             -----------------------------   
                                             Howard J. Fein, Chief Financial 
                                               Officer
                                             (and principal accounting officer)


                                       12
<PAGE>


EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION


27                Financial Data Schedule (3/31/99)


<PAGE>