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 JUNE 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 August 1, 1996
<PAGE>
PART I - FINANCIAL INFORMATION
NW VENTURE CORP.
PERIOD ENDED JUNE 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 six months ended June 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.
<PAGE>
<TABLE>
<CAPTION>
NW VENTURE CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 1996
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash in bank $ 681
TOTAL CURRENT ASSETS $ 681
OTHER ASSETS
Organization Expenses
(Net of Amortization) $ 258
Escrow Account 46,376
TOTAL OTHER ASSETS 46,634
TOTAL ASSETS $ 47,315
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Interest payable $ 614
Loans payable
(on demand with interest at 7%) 4,000
TOTAL CURRENT LIABILITIES $ 4,614
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value,
50,000,000 shares authorized,
4,500,000 shares issued and
outstanding (Note 2) $ 450
Capital in excess of par value 50,550
Deficit accumulated during
development stage (8,299)
TOTAL STOCKHOLDERS' EQUITY 42,701
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 47,315
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NW VENTURE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD
4/1/96 4/1/95
THROUGH THROUGH
6/30/96 6/30/95
<S> <C> <C>
REVENUE $ 0 $ 0
EXPENSES 588 95
NET (LOSS) FROM OPERATIONS $ (588) $ (95)
OTHER INCOME:
INTEREST 516 16
NET (LOSS) $ (72) $ (79)
(LOSS) PER SHARE $ 0 $ 0
AVERAGE NUMBER OF
SHARES OUTSTANDING 4,500,000 4,000,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NW VENTURE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD
1/1/96 1/1/95
THROUGH THROUGH
6/30/96 6/30/95
<S> <C> <C>
REVENUE $ 0 $ 0
EXPENSES 1,253 348
NET (LOSS) FROM OPERATIONS $ (1,253) $ (348)
OTHER INCOME:
INTEREST 1,051 33
NET (LOSS) $ (202) $ (315)
(LOSS) PER SHARE $ 0 $ 0
AVERAGE NUMBER OF
SHARES OUTSTANDING 4,500,000 4,000,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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
6/30/96 6/30/95
<S> <C> <C>
Cash flows from operating activities: $ (202) $ (315)
Net income
Adjustment to reconcile net income
to net cash provided by operating
activities:
Amortization 50 50
Increase in interest payable 140 140
Net cash provided (used) by
operating activities $ (12) $ (125)
Cash flows from financing activities:
Payment for prepaid offering expenses 0 (817)
Increase in escrow account (1,034) 0
Net cash provided (used) by
financing activities $ (1,034) $ (817)
Net increase (decrease) in cash $ (1,046) $ (942)
Cash at beginning of period 1,727 2,425
Cash at end of period $ 681 $ 1,483
</TABLE>
<PAGE>
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 six months ended June
30, 1996. The Company had a net loss of $(72) and $(202) for the three
and six months ended June 30, 1996 as compared to a net loss of $(79) and
$(315) for the three and six months ended June 30, 1995. In addition, at
June 30, 1996, the Company had total assets of $47,315 (which amount
includes $46,376 of deposited funds being held in escrow pursuant to Rule
419) and total liabilities of $4,614.
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.
<PAGE>
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 June 30, 1996.
None.
<PAGE>
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: August 13, 1996 By: /s/Martin Rifkin
Martin Rifkin,
President
Dated: August 13, 1996 By: /s/Martin Rifkin
Martin Rifkin,
Principal Financial
Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM NW VENTURE CORP.'S QUARTERLY REPORT FOR THE QUARTER ENDED
JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 681
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 681
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 47,315
<CURRENT-LIABILITIES> 4,614
<BONDS> 4,000
<COMMON> 450
0
0
<OTHER-SE> 50,550
<TOTAL-LIABILITY-AND-EQUITY> 47,315
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,253
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (202)
<INCOME-TAX> 0
<INCOME-CONTINUING> (202)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (202)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
