INDEPENDENT AUDITORS' REPORT To the Stockholders Bagels Unlimited, Inc. Milwaukee, Wisconsin We have audited the accompanying balance sheets of Bagels Unlimited, Inc. as of February 29, 1996 and February 28, 1995 and the related statements of operations and retained earnings (accumulated deficit) and cash flows for the periods then ended. We have also audited the accompanying statements of operations and retained earnings (accumulated deficit) and cash flows for the period since inception (August 11, 1993) to February 28, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. Except as discussed in the following paragraph, we conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As more fully discussed in Note 2, certain sales were not recorded by the Company's accounting records at the time the transactions took place. Management has estimated this amount to be approximately $29,000 which has been recorded in the February 29, 1996 financial statements. Due to lack of supporting records relating to the ultimate amount and timing of these sales, we were not able to form an opinion on them. In our opinion, except for the item noted in the preceding paragraph, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Bagels Unlimited, Inc. as of February 29, 1996 and February 28, 1995 and the results of its operations and its cash flows for the periods ending February 29, 1996, February 28, 1995, and February 28, 1994 in conformity with generally accepted accounting principles. /s/ Muehl, Steffes & Krueger, S.C. Milwaukee, Wisconsin June 13, 1996 BAGELS UNLIMITED, INC. Balance Sheets February 29, 1996 and February 28, 1995 (See Independent Auditors' Report) ASSETS 1996 1995 - ------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS Inventories $ 34,986 $ 15,497 Prepaid income taxes 6,242 -- Prepaid expenses 6,891 1,421 - ------------------------------------------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 48,119 16,918 - ------------------------------------------------------------------------------------------------------------------- PROPERTY AND EQUIPMENT Construction in progress 2,530 59,320 Machinery and equipment 314,981 183,854 Leasehold improvements 358,527 239,427 - ------------------------------------------------------------------------------------------------------------------- TOTAL PROPERTY AND EQUIPMENT 676,038 482,601 Less: Accumulated Depreciation and Amortization (97,845) (35,417) - ------------------------------------------------------------------------------------------------------------------- NET PROPERTY AND EQUIPMENT 578,193 447,184 - ------------------------------------------------------------------------------------------------------------------- OTHER ASSETS Franchise fees net of accumulated amortization of $11,084 and $4,230 as of February 29, 1996 and February 28, 1995 58,916 65,770 Organization costs net of accumulated amortization of $288 and $160 as of February 29, 1996 and February 28, 1995 1,630 1,758 Prepaid franchise fees 10,000 10,000 Deferred tax asset 28,000 -- Investment, at cost 3,500 3,500 Deposits 1,350 1,350 - ------------------------------------------------------------------------------------------------------------------- TOTAL OTHER ASSETS 103,396 82,378 - ------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 729,708 $ 546,480 =================================================================================================================== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS. BAGELS UNLIMITED, INC. Balance Sheets February 29, 1996 and February 28, 1995 (See Independent Auditors' Report) =================================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 1996 1995 - ------------------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES Checks issued, but not yet presented for payment $ 2,027 $ 11,815 Line of credit 10,000 12,500 Notes payable 167,684 -- Due to franchiser 10,000 10,000 Due to officers 246,365 126,511 Accounts payable 291,266 159,069 Accrued liabilities 112,297 27,038 Accrued income taxes -- 9,248 - ------------------------------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 839,639 356,181 - ------------------------------------------------------------------------------------------------------------------- LONG-TERM LIABILITIES Deferred rent 16,348 9,685 Accrued interest -- 7,502 Notes payable -- 144,000 - ------------------------------------------------------------------------------------------------------------------- TOTAL LONG-TERM LIABILITIES 16,348 161,187 - ------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 855,987 517,368 - ------------------------------------------------------------------------------------------------------------------- LEASE COMMITMENTS STOCKHOLDERS' EQUITY (DEFICIT) Common stock - no par value; 9,000 shares authorized, 2,000 shares issued and outstanding 2,000 2,000 Stock subscription receivable (2,000) (2,000) Retained earnings (accumulated deficit) (126,279) 29,112 - ------------------------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (126,279) 29,112 - ------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) $ 729,708 $ 546,480 =================================================================================================================== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS. BAGELS UNLIMITED, INC. Statements of Operations and Retained Earnings (Accumulated Deficit) For the years ended February 29, 1996 and February 28, 1995 and for the period from inception (August 11, 1993) to February 28, 1994 (See Independent Auditors' Report) =================================================================================================================== 1996 1995 1994 - ------------------------------------------------------------------------------------------------------------------- SALES $ 2,746,415 $ 1,430,573 $ 92,719 COST OF SALES 2,338,541 1,111,214 72,855 - ------------------------------------------------------------------------------------------------------------------- GROSS PROFIT 407,874 319,359 19,864 SELLING AND ADMINISTRATIVE EXPENSES 517,251 236,932 25,618 - ------------------------------------------------------------------------------------------------------------------- INCOME (LOSS) FROM OPERATIONS (109,377) 82,427 (5,754) INTEREST EXPENSE (79,123) (37,602) (1,326) OTHER 109 837 30 - ------------------------------------------------------------------------------------------------------------------- INCOME (LOSS) BEFORE INCOME TAXES (CREDIT) (188,391) 45,662 (7,050) INCOME TAXES (CREDIT) (33,000) 9,500 -- - ------------------------------------------------------------------------------------------------------------------- NET INCOME (LOSS) (155,391) 36,162 (7,050) - ------------------------------------------------------------------------------------------------------------------- RETAINED EARNINGS (ACCUMULATED DEFICIT): BALANCE - BEGINNING OF PERIOD 29,112 (7,050) -- - ------------------------------------------------------------------------------------------------------------------- BALANCE - END OF PERIOD $ (126,279) $ 29,112 $ (7,050) =================================================================================================================== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS. BAGELS UNLIMITED, INC. Statements of Cash Flows For the years ended February 29, 1996 and February 28, 1995 and for the period from inception (August 11, 1993) to February 28, 1994 (See Independent Auditors' Report) =================================================================================================================== 1996 1995 1994 - ------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (155,391) $ 36,162 $ (7,050) ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Depreciation and amortization 69,410 36,267 3,540 Deferred income taxes (credit) (28,000) -- -- Deferred rent 6,663 7,946 1,739 INCREASE (DECREASE) IN CASH DUE TO CHANGES IN: Inventories (19,489) (8,248) (7,249) Prepaid expenses (5,470) (1,421) -- Prepaid income taxes (6,242) -- -- Accounts payable 182,321 75,014 22,932 Accrued liabilities 77,757 27,212 7,328 Accrued income taxes (9,248) 9,248 -- - ------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 112,311 182,180 21,240 - ------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (243,561) (295,381) (126,097) Cash paid for investment -- -- (3,500) Deposit for leasehold improvements -- (26,599) 25,249 Payment of organizational costs -- -- (1,918) Payment of franchise fees -- (52,500) (17,500) - ------------------------------------------------------------------------------------------------------------------- NET CASH (USED IN) INVESTING ACTIVITIES (243,561) (374,480) (123,766) - ------------------------------------------------------------------------------------------------------------------- (continued) =================================================================================================================== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS. BAGELS UNLIMITED, INC. Statements of Cash Flows - continued For the years ended February 29, 1996 and February 28, 1995 and for the period from inception (August 11, 1993) to February 28, 1994 (See Independent Auditors' Report) =================================================================================================================== 1996 1995 1994 - ------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings (payments) on line of credit (2,500) 12,500 -- Net borrowing on amounts due to officers 119,854 21,661 104,850 Proceeds from the issuance note payable 30,000 150,000 -- Principal payments on long-term debt (6,316) (6,000) -- - ------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 141,038 178,161 104,850 - ------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH (CHECKS ISSUED, BUT NOT YET PRESENTED FOR PAYMENT) 9,788 (14,139) 2,324 - ------------------------------------------------------------------------------------------------------------------- BALANCE - BEGINNING OF PERIOD (11,815) 2,324 -- - ------------------------------------------------------------------------------------------------------------------- BALANCE - END OF PERIOD $ (2,027) $ (11,815) $ 2,324 =================================================================================================================== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID DURING THE YEAR FOR: Interest $ 43,379 $ 31,426 $ -- Income taxes 10,490 259 -- - ------------------------------------------------------------------------------------------------------------------- TOTAL CASH PAID FOR INTEREST AND INCOME TAXES $ 53,869 $ 31,685 $ -- =================================================================================================================== SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES Purchase of property and equipment through accounts payable $ 10,999 $ 61,123 $ -- =================================================================================================================== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS. BAGELS UNLIMITED, INC. Notes to Financial Statements For the years ended February 29, 1996 and February 28, 1995 and for the period from inception (August 11, 1993) to February 28, 1994 (See Independent Auditors' Report) =============================================================================== NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS Bagels Unlimited, Inc. d/b/a Big Apple Bagels (the Company) operates bagel stores in southeastern Wisconsin in accordance with franchise agreements with a regional franchiser. The Company began operating the stores on the following dates: COMMENCEMENT STORE LOCATION DATE OF OPERATIONS -------------- ------------------ Hales Corners December 1993 Brookfield July 1994 Milwaukee - Marquette University September 1994 Kenosha April 1995 INVENTORIES Inventories consist principally of perishable food supplies. Inventories are valued at the lower of cost or market using the first-in, first-out (FIFO) method. CREDIT POLICY Substantially all of the Company's revenues are from retail cash sales. Accordingly, the Company generally does not provide credit in the normal course of business. ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. DEPRECIATION AND AMORTIZATION Depreciation and amortization are computed using the straight line method (half year convention) over the estimated useful lives of the assets as follows: ===================================================== Machinery and equipment 5 - 7 years Leasehold improvements Length of the Lease ===================================================== Other assets are being amortized using the straight line method over the following terms: ===================================================== Franchise fees 10 Years Organizational costs 15 Years ===================================================== INVESTMENT During the period ended February 28, 1994, the company purchased nominal number of shares of stock of B.A.B. Holdings for $3,500. The investment is carried at cost. INCOME TAXES Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to differences between the bases of certain assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. If full realization of the deferred tax asset is not expected, a deferred tax valuation allowance will be recorded. Deferred taxes also are recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal and state income taxes. STATEMENT OF CASH FLOWS For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. NOTE 2 RELATED PARTY TRANSACTIONS DUE TO OFFICERS As February 29, 1996 and February 28, 1995 the following amounts were due to the two corporate officers / stockholders of the Company: ====================================================================================================== February 29, 1996 February 28, 1995 ------------------------------------------------------------------------------------------------------ Unsecured advances due to officers. Interest is charged at 8%. The advances are due on demand. $ 246,365 $ 126,511 ====================================================================================================== During the year ended February 29, 1996, management determined that amounts collected directly by two of the Company's officers related to sales of Company product were not reflected in the Company's accounting records at the time the transactions took place. Management's analysis of the transactions in question revealed amounts totaling approximately $29,000. This amount has been reflected in the accompanying February 29, 1996 financial statements as an increase in sales and a reduction in the amount due to officers. OFFICE LEASE PAYMENTS During the period ended February 29, 1996, approximately $2,500 of rent was paid to an affiliated company for office rent. The payments were made under a verbal month to month lease with the affiliated company. NOTE 3 LINE OF CREDIT / NOTES PAYABLE =========================================================================================================== February 29, 1996 February 28, 1995 ----------------------------------------------------------------------------------------------------------- LINE OF CREDIT The Company has a $10,000 ($15,000 as of February 28, 1995) line-of-credit with a bank which is due on demand. The line bears interest at the bank's prime rate plus 2.50%, (effective rate of 10.75% as of February 29, 1996). The line is unsecured. $ 10,000 $ 12,500 =========================================================================================================== Notes payable, as of February 29, 1996 and February 28, 1995, consist of the following: ----------------------------------------------------------------------------------------------------------- February 29, 1996 February 28, 1995 ----------------------------------------------------------------------------------------------------------- Unsecured note payable due to an affiliated Company. The note is due on demand and bears interest at 8%. $ 30,000 $ -- Note payable, bearing interest at 1.0% above the prime rate (effective rate of 9.25% at February 28, 1996), payable monthly. The entire outstanding principal balance was paid in May 1996. Under the terms of the note payable, additional interest is due based upon 2% of the net sales of one of the four franchise stores operated by the Company. The additional interest is payable monthly and continues for an additional six months after the note is paid in full. 91,218 94,000 Note payable, bearing interest at .5% above the prime rate (effective rate of 8.75% at February 29, 1996), payable monthly. The entire outstanding principal balance was paid in May 1996. Under the terms of the note payable, additional interest is due based upon 1% of the net sales of one of the four franchise stores operated by the Company. The additional interest is payable monthly and continues for an additional six months after the note is paid in full. 46,466 50,000 ----------------------------------------------------------------------------------------------------------- TOTAL 167,684 144,000 Less: Current Portion (167,684) -- ----------------------------------------------------------------------------------------------------------- LONG-TERM PORTION $ -- $ 144,000 =========================================================================================================== Interest charged to operations for related party obligations was approximately as follows: =========================================================================================================== February 29, 1996 February 28, 1995 February 28, 1994 ----------------------------------------------------------------------------------------------------------- INTEREST EXPENSE $ 21,000 $ 9,000 $ 1,000 =========================================================================================================== Included in accrued interest on the accompanying balance sheet is the estimated net present value of the additional interest due for six months after the related notes have matured. NOTE 4 AGREEMENTS WITH FRANCHISER / SUBSEQUENT EVENT The Company has entered into various agreements with B.A.B. Holdings, Inc. (the franchiser) to own and operate "Big Apple Bagel" franchises. Under the terms of the agreements, the Company will purchase the rights for each franchise location for $17,500. The agreements require the Company to remit weekly royalty payments to the franchiser based on 5% of sales. Amounts expensed for royalties are approximately as follows: =========================================================================================================== February 29, 1996 February 28, 1995 February 28, 1994 ----------------------------------------------------------------------------------------------------------- ROYALTY EXPENSE $ 136,000 $ 72,000 $ 6,000 =========================================================================================================== The agreements also require the Company to remit advertising payments weekly to a fund for the benefit of the Company. The Company is reimbursed from the fund for qualified advertising expenditures. Amounts paid into the fund are expensed as the qualified expenditure is incurred. Included in prepaid expenses as of February 29, 1996 and February 28, 1995 were approximately $4,000 and $1,000, respectively, for amounts due from the fund . Amounts expensed for advertising were approximately as follows: =========================================================================================================== February 29, 1996 February 28, 1995 February 28, 1994 ----------------------------------------------------------------------------------------------------------- ADVERTISING EXPENSE $ 61,000 $ 16,000 $ 4,000 =========================================================================================================== The franchise agreements contain, among other things, guidelines for operations and conditions and restrictions on the sale and transfer of the franchises. Under certain conditions, the Franchiser has the option to purchase the assets of a location from the Company. Also, the Company may be required to remodel its franchise locations. The cost of the required remodeling may not exceed 2% of the cumulative sales of the franchise. The franchise agreements expire at the end of 10 years or at the end of the lease for the location of the franchise, which ever is shorter. The agreements may be extended if the leases are further extended or a new location acceptable to the Franchiser is secured within 120 days of the expiration of the lease. Franchise fee amortization was as follows: =========================================================================================================== February 29, 1996 February 28, 1995 February 28, 1994 ----------------------------------------------------------------------------------------------------------- AMORTIZATION $ 6,854 $ 3,792 $ 438 =========================================================================================================== The Company and the Franchiser are parties to an Area Development Agreement. Under the terms of the agreement and for a fee of $25,000, the Company was granted the exclusive right to develop "Big Apple Bagel" franchises in southeastern Wisconsin. The agreement further specifies that the first five franchises can be purchased for a $5,000 discount. As of February 29, 1996, three franchises have been purchased under this agreement. The full amount of the agreement was capitalized and applied to the net amount paid for the franchises as they were purchased and amortized accordingly. All of the amounts due to the Franchiser have been personally guaranteed by the stockholders' of the Company. On May 1, 1996, the Company sold substantially all of its assets to the Franchiser for approximately $770,000 in cash and publicly traded stock of the Franchiser. At the time of the sale, the remaining unpaid balance on the Area Development Agreement was deducted from the sales proceeds and the remaining balance in the prepaid franchise fees was charged to operations in May 1996. The Franchiser has also assumed all of the lease commitments of the Company. NOTE 5 LEASE COMMITMENTS The Company leases its franchise locations from third parties under operating leases. The leases call for average monthly payments ranging from approximately $1,200 to $2,600. In addition to the monthly lease payments, the Company is responsible for its share (based on square feet leased) of common area expenses and real estate taxes. The Company is responsible for all other operating costs. The basic rent expense is being recorded on a straight line basis. The terms of the leases expire in terms ranging from September 1998 to May 2006. Certain leases contain options to extend the terms of the leases for an additional 5 years. One lease contains an option to extend the lease for two five year periods after the original term. The Company also leases two vehicles under operating leases which call for monthly payments of approximately $1,300. Rent, common area charges, and related taxes paid related to the above leases were approximately as follows: =========================================================================================================== February 29, 1996 February 28, 1995 February 28, 1994 ----------------------------------------------------------------------------------------------------------- TOTAL $ 148,000 $ 81,000 $ 6,000 =========================================================================================================== Future minimum lease payments, which have been guaranteed by the Company's stockholders, excluding adjustments for inflation, for the above leases is as follows: ================================================= Years ending February ------------------------------------------------- 1997 $ 129,000 1998 127,000 1999 124,000 2000 80,000 2001 30,000 Thereafter 175,000 ================================================= NOTE 6 INCOME TAXES EXPENSE (CREDIT) Income taxes (credit) consists of the following: =========================================================================================================== February 29, 1996 February 28, 1995 February 28, 1994 ----------------------------------------------------------------------------------------------------------- Current - Federal $ (5,000) $ 6,000 $ -- State -- 3,500 -- ----------------------------------------------------------------------------------------------------------- TOTAL CURRENT (5,000) 9,500 -- DEFERRED TAXES (CREDIT) (28,000) -- -- ----------------------------------------------------------------------------------------------------------- TOTAL INCOME TAXES (CREDIT) $ (33,000) $ 9,500 $ -- =========================================================================================================== The deferred tax balance as of February 29, 1996 consists of the following: =========================================================================================================== 1996 ----------------------------------------------------------------------------------------------------------- Accelerated depreciation for income tax purposes $ (3,900) Non-deductible deferred rent 3,400 Non-deductible accrued interest 4,100 Federal net operating loss carryforward 18,400 State tax loss and credit carryforwards 8,200 Other temporary differences, net 2,100 Deferred tax valuation allowance (4,300) ----------------------------------------------------------------------------------------------------------- NET DEFERRED TAX ASSET - LONG-TERM $ 28,000 =========================================================================================================== The deferred tax balances as of February 28, 1995 were immaterial. The provision for income taxes (credit) differs from the amount computed by applying the U.S. federal statutory income tax rate of approximately 15% to income (loss) before income taxes (credit) as follows: =========================================================================================================== February 29, 1996 February 28, 1995 February 28, 1994 ----------------------------------------------------------------------------------------------------------- Income taxes (credit) at U.S. statutory rate $ (28,300) $ 6,800 $ (1,100) INCREASE IN TAXES RESULTING FROM: State taxes, net of federal benefit (11,300) 2,700 (400) Permanent differences 700 100 -- Change in deferred tax valuation allowance 4,300 -- -- Other 1,600 (100) 1,500 ----------------------------------------------------------------------------------------------------------- INCOME TAXES (CREDIT) $ (33,000) $ 9,500 $ -- =========================================================================================================== The Company has carryforwards for income tax purposes as of February 29, 1996 approximately as follows: =========================================================================================================== Federal Net Operating Loss Wisconsin Net Operating Expiring in Periods Ending Loss ----------------------------------------------------------------------------------------------------------- 2011 $ 123,000 $ 117,000 =========================================================================================================== NOTE 7 PRIOR PERIOD ADJUSTMENTS The following is the approximate impact on the financial statements for errors subsequently discovered and retroactively corrected in the accompanying financial statements. =========================================================================================================== Periods Ended February 29, 1996 February 28, 1995 February 28, 1994 ----------------------------------------------------------------------------------------------------------- Net income (loss) as previously reported on the Company's compiled financial statements $ (164,000) $ 64,000 $ 8,000 Unrecorded cash sales collected by corporate officers 29,000 -- -- Reversal of prior year accruals 17,000 15,000 -- Corrections to accounts payable (9,000) (12,000) (15,000) Corrections to prepaid expenses (14,000) 1,000 -- Unrecorded vacation accruals (2,000) (4,000) -- Correction of accrued interest (16,000) (8,000) -- Recording rent expense on a straight-line basis (4,000) (10,000) (1,000) Corrections to useful lives of franchise fees and leasehold improvements (25,000) (14,000) 1,000 Income tax impact of various adjustments 33,000 4,000 -- ----------------------------------------------------------------------------------------------------------- NET INCOME (LOSS) $ (155,000) $ 36,000 $ (7,000) =========================================================================================================== The corrections had the following impact on the balance sheets as previously presented: =========================================================================================================== Increase (Decrease) February 29, 1996 February 28, 1995 February 28, 1994 ----------------------------------------------------------------------------------------------------------- Current Assets $ (17,000) $ (12,000) $ (2,000) Deferred Tax Asset 28,000 -- -- Property, Equipment and Other Assets (23,000) 58,000 26,000 Current Liabilities 6,000 72,000 37,000 Long-Term Liabilities 16,000 17,000 2,000 Retained Earnings (Accumulated Deficit) (34,000) (43,000) (15,000) =========================================================================================================== NOTE 8 CONCENTRATIONS Substantially all of the Company's revenues are derived from retail sales in four locations located in southeastern Wisconsin. BAGELS UNLIMITED, INC. TABLE OF CONTENTS =============================================================================== PAGE - ------------------------------------------------------------------------------- INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS Balance Sheets 2 - 3 Statements of Operations and Retained Earnings (Accumulated Deficit) 4 Statements of Cash Flows 5 - 6 Notes to Financial Statements 7 - 17 =============================================================================== =========================== BAGELS UNLIMITED, INC. Audited Financial Statements For the periods ended February 29, 1996 February 28, 1995 February 28, 1994 ===========================