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 MARCH 31, 1997
[ ] 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
CYBERIA HOLDINGS, INC.
(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)
1547 14th Street
Santa Monica, California 90404
(Address of Principal Executive Offices)
(310) 260-3163
(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: 30,000,000
outstanding as of May 1, 1997
<PAGE>
PART I - FINANCIAL INFORMATION
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
Index to Financial Information
Period Ended March 31, 1997
Item Page Herein
Item 1 - Financial Statements:
Consolidated Balance Sheet 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated
Financial Statements 6
Item 2 - Management's Discussion and
Analysis or Plan of Operation 7
<PAGE>
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
As of March 31, 1997
ASSETS
Current Assets
Cash $ 33,360
Accounts receivable 170,965
Due from affiliate 63
Advances to employees 17,417
Prepaid expenses
and other current assets 12,649
Total current assets 234,454
Non-current assets
Property, plant and equipment(net) 61,100
Other assets 11,074
Total non-current assets 72,174
Total assets $ 306,628
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Line of credit $ 130,000
Note payable 4,000
Accounts payable and accrued expenses 115,643
Due to affiliate 19,889
Accrued P/R & P/R taxes 28,052
Total current liabilities 297,584
Minority Interest 18,477
Stockholders' equity
Common stock. $.001 par value: 3,000
50,000,000 shares authorized,
30,000,000 shares issued
and outstanding
Additional paid in capital 9,269
Retained earnings (21,702)
Total stockholders' equity (deficiency) (9,433)
Total liabilities & stockholders' equity $ 306,628
<PAGE>
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS
1/1/97 1/1/96
THROUGH THROUGH
3/31/97 3/31/96
Sales $ 190,651 $ 306,859
Cost of sales 47,170 137,556
General and administrative expenses 247,796 31,806
Total expenses 294,966 169,362
Income (loss) from operations (104,315) 137,497
Other income (expense)
Other income 207 500
Other expense (2,218) 0
Total other income (expense) (2,011) 500
Income (loss) before taxes (106,326) 137,997
Income taxes 2,400 7,263
Net income (loss) $ (108,726)$ 130,734
Net income (loss) per share $ 0.00 $ 0.01
Weighted average common shares
outstanding 30,000,000 25,500,000
<PAGE>
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS
1/1/97 1/1/96
THROUGH THROUGH
3/31/97 3/31/96
Operating Activities:
Net income $ (108,726)$ 130,734
Adjustments to reconcile
net income to net cash
provided by operating activities
Depreciation and amortization 3,510 0
Deferred income taxes (47,935)
(Increase) decrease in:
Accounts receivable (49,215) 30,326
Work in process 0 19,007
Due from affiliate 633 291
Prepaid and other current assets (4,153) 0
Other assets (1,079) 0
Increase (decrease) in:
Accounts payable and accrued
expenses 25,430 (11,373)
Due to affiliates (10,508) 7,212
Accrued P/R & P/R taxes (490) 3,031
Deferred income 0 (148,157)
Net cash provided by (for)
operating activities (144,598) (16,864)
Investing Activities:
Advances to employees 1,897 0
Purchase of computer equipment (5,769) (4,717)
Net cash provided by (for)
investing activities (3,872) (4,717)
Financing Activities:
Line of credit advance 60,000 0
Net cash provided by (for)
financing activities 60,000 0
Net increase in cash (88,470) (21,581)
Cash, beginning of period 121,830 80,020
Cash, end of period $ 33,360 $ 58,439
Supplemental disclosures
of cash flow information
Interest Paid $ 2,218 $ -
Taxes paid $ 2,400 $ 7,263
<PAGE>
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
1. Presentation of Interim Information
In the opinion of the management of Cyberia Holdings, Inc. and
Subsidiaries (the "Company"), the accompanying unaudited condensed
consolidated financial statements include all normal adjustments considered
necessary to present fairly the financial position as of March 31, 1997,
and the results of operations for the three months ended March 31, 1996 and
1997, and cash flows for the three months ended March 31, 1996 and 1997.
Interim results are not necessarily indicative of results for a full year.
2. Financial Statements
The condensed consolidated financial statements include the account of
the Company and its subsidiaries. All significant intercompany balances,
transactions and stockholdings have been eliminated.
3. Bank Line
On July 25, 1996, the Company obtained a $130,000 line of credit
agreement with Republic Bank California, N.A., due on demand, with interest
on the unpaid principal balance at the prime rate + .75%. The Company is
required to observe a thirty (30) consecutive day out-of-debt period prior
to August 31, 1997. There were $130,000 outstanding as of March 31, 1997.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion should be read in conjunction with the
Financial Information and Notes thereto included in this report and is
qualified in its entirety by the foregoing.
Background
The Company was organized under the laws of the State of Delaware on
February 24, 1994 under the name NW Venture Corp. In October 1995, the
Company completed an initial public offering of 500,000 shares of its Common
Stock at a price of $.10 per share pursuant to a Registration Statement
declared effective by the Securities and Exchange Commission on June 30, 1995
as a "blank check" offering subject to Rule 419 of Regulation C under the
Securities Act of 1933. The Company had been organized for the purpose of
creating a corporate vehicle to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to employ the Company's funding in their
business or to seek the perceived advantages of a publicly-held corporation.
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 "Cyberia
Acquisition"). Cyberia is primarily involved in the business of creating
original music for television commercials. As of December 26, 1996, and
following successful completion of a reconfirmation offering required
pursuant to Rule 419, the Company consummated the Cyberia Acquisition
whereby Cyberia became a wholly-owned subsidiary of the Company.
On January 13, 1997, the Company changed its corporate name to Cyberia
Holdings, Inc. to reflect the change of direction and new business of the
Company which resulted from the aforesaid transaction with Cyberia.
Results of Operations
Sales for the three months ended March 31, 1997 decreased to $190,651
as compared to sales for the three months ended March 31, 1996 of $306,859,
a decrease of $116,208. The Company reported a net loss of $(108,726) for
the three months ended March 31, 1997 as compared to net income of $130,734
for the three months ended March 31, 1996. This change resulted primarily
from a decrease in sales for the first three months of 1997 as compared to
the comparable 1996 period as well as an increase in general and
administrative expenses.
General and administrative expenses increased to $247,796 for the
three months ended March 31, 1997 compared to $31,806 for the three months
ended March 31, 1996, an increase of $215,990. The increase is due to
additional facilities and employees, and the implementation of a marketing
campaign to achieve a greater public presence for the Company.
Interest expense for the three months ended March 31, 1997 increased
to $2,218 from no interest expense for the three months ended March 31,
1996. This increase is due to the interest costs related to the borrowings
on the bank line of credit obtained from Republic Bank California, N.A.
Liquidity and Capital Resources
At March 31, 1997, The Company had a working capital deficit of
$(63,130). The ratio of current assets to current liabilities was
approximately 1 to 1.26 at March 31, 1997. At March 31, 1997, the
Company had a stockholders' deficiency of $(9,433).
To date, the Company has funded its activities principally from cash
flows generated from operations as well as its bank borrowings. It is
anticipated that the Company's continuing cash flows from operations and
its bank line of credit will be sufficient to meet its cash and working
capital requirements at least through 1997.
<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 March 31, 1997.
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.
CYBERIA HOLDINGS, INC.
(Registrant)
Dated: May 19, 1997 By: /s/Jay Rifkin
Jay Rifkin, President
Dated: May 19, 1997 By: /s/Elisa M. Perlman
Elisa M. Perlman
Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CYBERIA
HOLDINGS, INC.'S QUARTERLY REPORT FOR THE QUARTER ENDED MARCH 31, 1997 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 33,360
<SECURITIES> 0
<RECEIVABLES> 170,965
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 234,454
<PP&E> 61,100
<DEPRECIATION> 0
<TOTAL-ASSETS> 306,628
<CURRENT-LIABILITIES> 297,684
<BONDS> 0
<COMMON> 3,000
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 306,628
<SALES> 190,651
<TOTAL-REVENUES> 190,651
<CGS> 47,170
<TOTAL-COSTS> 47,170
<OTHER-EXPENSES> 247,796
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,218
<INCOME-PRETAX> (106,326)
<INCOME-TAX> 2,400
<INCOME-CONTINUING> (108,726)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (108,726)
<EPS-PRIMARY> .000
<EPS-DILUTED> .000
</TABLE>
