SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 SEPTEMBER 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 33-83418-LA
NW VENTURE CORP.
(Exact name of Small Business Issuer as Specified in its Charter)
Delaware 93-1138967
(State or Other Jurisdiction I.R.S. Employer
of Incorporation or Identification
Organization) Number)
501 S.E. Columbia Shores Boulevard, #350
Vancouver, Washington 98661
(Address of Principal Executive Offices)
(360) 737-6800
(Issuer's Telephone Number, Including Area Code)
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:
Common, $.0001 par value per share: 4,500,000
outstanding as of November 1, 1996
PART I - FINANCIAL INFORMATION
NW VENTURE CORP.
PERIOD ENDED SEPTEMBER 30, 1996
The financial information herein is unaudited. However, in the opinion
of management, such information reflects all adjustments (consisting of
normal recurring accruals) necessary for a fair presentation of the results
of operations for the periods being reported. Additionally, it should be
noted that the accompanying condensed financial statements do not purport to
be complete disclosures in conformity with generally accepted accounting
principles.
The results of operations for the nine months ended September 30, 1996
are not necessarily indicative of the results of operations that may be
expected for the full fiscal year ending December 31, 1996.
These condensed statements should be read in conjunction with the
Company's financial statements for the year ended December 31, 1995.
NW VENTURE CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 1996
ASSETS
CURRENT ASSETS
Cash in bank $ 454
TOTAL CURRENT ASSETS $ 454
OTHER ASSETS
Organization Expenses (Net of Amortization) $ 233
Escrow Account 46,895
TOTAL OTHER ASSETS 47,128
TOTAL ASSETS $ 47,582
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Interest payable $ 684
Loans payable (on demand with interest at 7%) 4,000
TOTAL CURRENT LIABILITIES $ 4,684
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value, 50,000,000
shares authorized, 4,000,000 shares
issued and outstanding (Note 2) $ 400
Capital in excess of par value 600
Deficit accumulated during development stage (3,102)
$ (2,102)
Temporary Capital
500,000 shares issued and held by
escow agent 50,000
Offering expenses (5,000)
$ 45,000
TOTAL STOCKHOLDERS' EQUITY 42,898
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 47,582
NW VENTURE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD
7/1/96 7/1/95
THROUGH THROUGH
9/30/96 9/30/95
REVENUE $ 0 $ 0
EXPENSES 325 125
NET (LOSS) FROM OPERATIONS $ (325) $ (125)
OTHER INCOME:
INTEREST 522 5
NET INCOME (LOSS) $ 197 $ (120)
INCOME (LOSS) PER SHARE $ 0 $ 0
AVERAGE NUMBER OF
SHARES OUTSTANDING 4,500,000 4,000,000
NW VENTURE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD
1/1/96 1/1/95
THROUGH THROUGH
9/30/96 9/30/95
REVENUE $ 0 $ 0
EXPENSES 1,578 473
NET (LOSS) FROM OPERATIONS $ (1,578) $ (473)
OTHER INCOME:
INTEREST 1,573 38
NET INCOME (LOSS) $ (5) $ (435)
INCOME (LOSS) PER SHARE $ 0 $ 0
AVERAGE NUMBER OF
SHARES OUTSTANDING 4,500,000 4,000,000
NW VENTURE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOW
INCREASE (DECREASE) IN CASH
FOR THE PERIODS
1/1/96 1/1/95
THROUGH THROUGH
9/30/96 9/30/95
Cash flows from operating
activities: $ (5) $ (435)
Net income
Adjustment to reconcile net income to net
cash provided by operating activities:
Amortization 75 75
Increase in interest payable 210 210
Net cash provided (used) by
operating activities $ 280 $ (150)
Cash flows from financing activities:
Payment for prepaid offering expenses 0 (1,567)
Increase in escrow account (1,553) 0
Net cash provided (used) by
financing activities $ (1,553) $ (1,567)
Net increase (decrease) in cash $ (1,273) $ (1,717)
Cash at beginning of period 1,727 2,425
Cash at end of period $ 454 $ 708
Item 2. Management's Discussion and Analysis or Plan of Operation.
The Company is in the development stage and, in October 1995, completed
an initial public offering (the "Offering") pursuant to a Registration
Statement (the "Registration Statement") declared effective by the
Securities and Exchange Commission ("SEC") on June 30, 1995 and sold
500,000 shares of its common stock, $.0001 par value, at a price of $.10
per share. The Offering was conducted directly by the Company without
the use of a professional underwriter. The Company is a "blank check"
company subject to Rule 419 of Regulation C which was organized to obtain
funding from persons purchasing in the Offering in order to provide
a vehicle to take advantage of business opportunities which management
believes arise from time to time.
Except for 10% of the deposited funds (10% of $50,000, or $5,000) which
was released under Rule 419 upon completion of the Offering, the deposited
funds and the securities to be issued to subscribers are remaining in
escrow and may not be released until an acquisition meeting certain
specified criteria has been made and a sufficient number of subscribers
reconfirm their investment in accordance with the procedures set forth in
Rule 419 (the "Reconfirmation Offering").
The Company had no revenues for the three and nine months ended
September 30, 1996. The Company had a net loss of $(325) and $(1,578) for
the three and nine months ended September 30, 1996 as compared to a
net loss of $(125) and $(473) for the three and nine months ended
September 30, 1995. In addition, at September 30, 1996, the Company
had total assets of $47,582 (which amount includes $46,895 of deposited
funds being held in escrow pursuant to Rule 419) and total liabilities of
$4,684.
In May 1996, the Company executed an agreement with Cyberia, Inc.,
a California corporation ("Cyberia"), and its shareholders to acquire all
of the issued and outstanding shares of capital stock of Cyberia in
exchange for 25,500,000 shares of Common Stock of the Company
(the "Acquisition"). In connection with the proposed Acquisition, the
Company has filed a Post-Effective Amendment (the "Post-Effective
Amendment") to the Registration Statement with the SEC. The Reconfirmation
Offering cannot commence until the Post-Effective Amendment has been declared
effective by the SEC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security-Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
There are no exhibits applicable to this Form 10-QSB.
(b) Reports on Form 8-K.
Listed below are reports on Form 8-K filed
during the fiscal quarter ended September 30, 1996.
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned thereunto
duly authorized.
NW VENTURE CORP.
(Registrant)
Dated: November 13, 1996 By: /s/Martin Rifkin
Martin Rifkin,
President
Dated: November 13, 1996 By: /s/Martin Rifkin
Martin Rifkin,
Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM NW VENTURE CORP.'S QUARTERLY REPORT FOR THE QUARTER ENDED
SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-END> SEP-30-1996
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<CURRENT-LIABILITIES> 4,684
<BONDS> 4,000
<COMMON> 400
0
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<OTHER-SE> 45,000
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