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, 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 November 1, 1997
<PAGE>
PART I - FINANCIAL INFORMATION
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
Index to Financial Information
Period Ended September 30, 1997
Item Page Herein
Item 1 - Financial Statements:
Consolidated Balance Sheet 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 6
Notes to Condensed Consolidated Financial Statements 7
Item 2 - Management's Discussion and
Analysis or Plan of Operation 8
<PAGE>
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
As of September 30, 1997
ASSETS
Current Assets
Cash $ 175,950
Accounts receivable 266,310
Advances to employees 17,835
Work in Process 1,465
Loans Receivable 63,522
Prepaid expenses and
other current assets 6,000
Total current assets 531,082
Non-current assets
Property, plant and equipment(net) 82,845
Other assets 11,194
Total non-current assets 94,039
Total assets $ 625,121
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Line of credit $ 130,000
Accounts payable and
accrued expenses 73,288
Due to affiliate 23,820
Income tax payable 4,878
Accrued P/R & P/R taxes 51,884
Deferred Income 201,646
Total current liabilities 485,516
Minority Interest 18,477
Stockholders' equity
Common stock, 0.001 par value: 3,000
50,000,000 shares authorized,
30,000,000 shares issued and
outstanding
Additional paid in capital 9,269
Retained earnings 108,859
Total stockholders' equity
(deficiency) 121,128
Total liabilities &
stockholders' equity $ 625,121
<PAGE>
CYBERIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS
7/1/97 7/1/96
THROUGH THROUGH
9/30/97 9/3O/96
Sales $ 452,758 $ 77,251
Cost or sales 104,757 42,098
General and administrative expenses 235,000 141,629
Total expenses 339,757 183,722
Income from operations 113,001 (106,476)
Other income (expense)
Other income 1,501 1,187
Other expense (3,511) 0
Total other income (expense) (2,010) 1,187
Income before taxes 110,991 (105,289)
Income taxes 44,396 (41,749)
Net income $66,595 $(63,540)
Net income per share $ 0.01 $ 0.00
Weighted average common
shares outstanding 30,000,000 25,500,000
<PAGE>
CYBERIA, INC. AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
FOR THE PERIODS
1/1/97 1/1/96
THROUGH THROUGH
9/30/97 9/3O/96
Sales $ 999,176 $ 695,466
Cost of sales 254,985 311,368
General and administrative expenses 709,019 312,112
Total expenses 964,004 623,480
Income from operations 35,172 71,986
Other income (expense)
Other income 2,778 2,861
Other expense (8,837) 0
Total other income (expense) (6,059) 2,861
Income before taxes 29,113 74,847
Income taxes 7,278 29,939
Net income $21,835 $44,908
Net income per share $ 0.00 $ 0.01
Weighted average
common shares outstanding 30,000,000 25,500,000
<PAGE>
CYBERIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS
1/1/97 1/1/96
THROUGH THROUGH
9/30/97 9/3O/96
Operating Activities:
Net Income $ 21,835 $ 44,908
Adjustments to reconcile
net income to net cash
provided by operating activities
Depreciation and amortization 11,069 0
Deferred income taxes 0 0
(Increased decrease in:
Accounts receivable (144,560) 25,272
Work in process (1,465) 18,725
Loans Receivable (63,522) 0
Due from affiliate 696 (472)
Prepaid and other currant assets 2,496 (7,764)
Other assets (1,199) (4,686)
Increase (decrease) in:
Accounts payable and accrued expenses (16,925) 46,738
Due to affiliates (6,577) 6,809
Income tax payable 4,878 28,438
Accrued P/R & P/R taxes 23,342 0
Deferred income 201,646 (148,157)
Net cash provided by
(for) operating activities 31,714 9,811
Investing Activities:
Advances to employees 1,479 0
Purchase or computer equipment (35,073) (52,406)
Investment in LLC 0 0
Net cash provided by
(for) investing activities (33,594) (52,406)
Financing Activities:
Line of credit advance 60,000 0
Capital contribution 0 18,477
Loan repayment (4,000) 0
Net cash provided by
(for) financing activities 56,000 18,477
Net increase in cash 54,120 (24,118)
Cash, beginning of period 121,830 80,020
Cash, end of period $175,950 $55,902
Supplemental disclosures of
cash flow information
Interest Paid $ 8,837 0
Taxes paid $ 7,278 $ 1,500
<PAGE>
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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 September 30, 1997, and the results of
operations for the nine months ended September 30, 1996 and 1997, and cash
flows for the nine months ended September 30, 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 September 30, 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 September 30, 1997 increased to $452,758 as
compared to sales for the three months ended September 30, 1996 of $77,251, an
increase of $375,507. Sales for the nine months ended September 30, 1997
increased to $999,176 as compared to sales for the nine months ended September
30, 1996 of $695,466, an increase of $303,710. The Company reported net
income of $21,835 for the nine months ended September 30, 1997 as compared to
net income of $44,908 for the nine months ended September 30, 1996, a decrease
of $23,073. This change resulted primarily from an increase in deferred income
to $201,646 for projects that were not completed until the fourth quarter of
1997, as well as an increase in general and administrative costs for the first
nine months of 1997 as compared to the comparable 1996 period.
General and administrative expenses increased to $709,019 for the nine months
ended September 30,1997 compared to $312,112 for the nine months ended
September 30,1996, an increase of $396,907. The increase is due to additional
facilities and employees, and the implementation of a marketing campaign to
achieve greater public presence of the Company.
Interest expense for the nine months ended September 30,1997 increased to
$8,837 from no interest expense for the nine months ended September 30,1996.
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 September 30,1997, the Company had working capital of $45,566. The ratio of
current assets to current liabilities was approximately 1.09 to 1 at September
30, 1997. At September 30, 1997, the Company had a stockholders' equity of
$121,128.
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 continued cash flows from operations and its bank line of
credit will be sufficient to meet its cash and working capital requirements for
the next 12 months.
<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 September 30, 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: November 18, 1997 By: /s/Jay Rifkin
Jay Rifkin, President
Dated: November 18, 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. QUARTERLY REPORT FOR THE QUARTER ENDED
SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 175,950
<SECURITIES> 0
<RECEIVABLES> 266,310
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 531,082
<PP&E> 82,845
<DEPRECIATION> 0
<TOTAL-ASSETS> 625,121
<CURRENT-LIABILITIES> 485,516
<BONDS> 0
<COMMON> 3,000
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 625,121
<SALES> 999,176
<TOTAL-REVENUES> 999,176
<CGS> 254,985
<TOTAL-COSTS> 254,985
<OTHER-EXPENSES> 709,019
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,837
<INCOME-PRETAX> 29,113
<INCOME-TAX> 7,278
<INCOME-CONTINUING> 21,835
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,835
<EPS-PRIMARY> .000
<EPS-DILUTED> .000
</TABLE>
