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, 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 August 1, 1997
<PAGE>
PART I - FINANCIAL INFORMATION
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
Index to Financial Information
Period Ended June 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 June 30, 1997
ASSETS
Current Assets
Cash $ 169,615
Accounts receivable 168,478
Advances to employees 14,247
Prepaid expenses and other
current assets 5,971
Total current assets 358,311
Non-current assets
Property, plant and
equipment (net) 64,569
Other assets 11,074
Total non-current assets 75,643
Total assets $ 433,954
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Line of credit $ 130,000
Deferred Income 84,418
Accounts payable and
accrued expenses 106,286
Due to affiliate 41,765
Accrued P/R & P/R taxes 39,651
Total current liabilities 402,120
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 1,088
Total stockholders' equity
(deficiency) 13,357
Total liabilities & stockholders'
equity $ 433,954
<PAGE>
CYBERIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS
4/1/97 4/1/96
THROUGH THROUGH
6/30/97 6/30/96
Sales $355,766 $311,356
Cost of sales 105,305 131,714
General and administrative
expenses 204,745 138,677
Total expenses 310,050 270,391
Income from operations 45,716 40,965
Other income (expense)
Other income 775 1,174
Other expense (3,045) 0
Total other income
(expense) (2,270) 1,174
Income (loss) before taxes 43,446 42,139
Income taxes 0 64,425
Net income (loss) $ 43,446 $(22,286)
Net income (loss) per share $ 0.01 $ 0.00
Weighted average common shares
outstanding 30,000,000 25,500,000
<PAGE>
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS
1/1/97 1/1/96
THROUGH THROUGH
6/30/97 6/30/96
Sales $546,417 $618,215
Cost of sales 150,303 269,270
General and administrative
expenses 475,601 170,483
Total expenses 625,904 439,753
Income (loss) from operations (79,487) 178,462
Other income (expense)
Other income 1,277 1,674
Other expense (5,326) 0
Total other income (expense) (4,049) 1,674
Income (loss) before taxes (83,536) 180,136
Income taxes 2,400 71,688
Net income (loss) $(85,936) $108,448
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
6/30/97 6/30/96
Operating Activities:
Net income $(85,936) $108,448
Adjustments to reconcile
net income to net cash
provided by operating activities
Depreciation and amortization 7,138 0
Deferred income taxes 0 0
(Increase) decrease in:
Accounts receivable (46,728) 18,172
Work in process 0 19,007
Due from affiliate 696 0
Prepaid and other current
assets 2,525 (7,389)
Other assets (1,079) (5,192)
Increase (decrease) in:
Accounts payable and accrued
expenses 16,073 25,115
Due to affiliates 11,368 8,238
Accrued P/R & P/R taxes 11,109 0
Income tax payable 0 70,188
Deferred income 84,418 (148,157)
Net cash provided by (for)
operating activities (416) 88,430
Investing Activities:
Advances to employees 5,067 0
Purchase of computer equipment (12,866) (3,813)
Net cash provided by (for)
investing activities (7,799) (3,813)
Financing Activities:
Line of credit advance 60,000 0
Loan repayment (4,000) 0
Net cash provided by (for)
financing activities 56,000 0
Net increase in cash 47,785 84,617
Cash, beginning of period 121,830 80,020
Cash, end of period $169,615 $164,637
Supplemental disclosures of cash
flow information Interest Paid $ 5,326 $ 0
Taxes paid $ 2,400 $ 1,500
<PAGE>
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 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 June 30, 1997, and
the results of operations for the six months ended June 30, 1996 and 1997,
and cash flows for the six months ended June 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 June 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 June 30, 1997 increased to $355,766
as compared to sales for the three months ended June 30, 1996 of $311,356,
an increase of $44,410. Sales for the six months ended June 30, 1997
decreased to $546,417 as compared to sales for the six months ended June
30, 1996 of $618,215, a decrease of $71,798. The Company reported a net
loss of $(85,936) for the six months ended June 30, 1997 as compared to net
income of $108,448 for the six months ended June 30, 1996, a decrease of
$(194,384). This change resulted primarily from a decrease in sales in the
first quarter of 1997 as compared to the comparable 1996 period as well as
an increase in general and administrative expenses in the first six months
of 1997.
General and administrative expenses increased to $204,748 and $475,601
for the three and six months ended June 30, 1997, respectively, as
compared to general and administrative expenses of $138,677 and $170,483
for the comparable 1996 periods. This 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 six months ended June 30, 1997 increased to
$5,326 from no interest expense for the six months ended June 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 June 30, 1997, the Company had a working capital deficit of
$(43,809). The ratio of current assets to current liabilities was
approximately 1 to 1.12 at June 30, 1997. At June 30, 1997, the Company
had a stockholders' equity of $13,357.
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 June 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: August 18, 1997 By: /s/Jay Rifkin
Jay Rifkin, President
Dated: August 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 JUNE 30,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 169,615
<SECURITIES> 0
<RECEIVABLES> 168,478
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 358,311
<PP&E> 64,569
<DEPRECIATION> 0
<TOTAL-ASSETS> 433,954
<CURRENT-LIABILITIES> 402,120
<BONDS> 0
<COMMON> 3,000
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 433,954
<SALES> 546,417
<TOTAL-REVENUES> 546,417
<CGS> 150,303
<TOTAL-COSTS> 150,303
<OTHER-EXPENSES> 475,601
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,326
<INCOME-PRETAX> (83,536)
<INCOME-TAX> 2,400
<INCOME-CONTINUING> (85,936)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (85,936)
<EPS-PRIMARY> .000
<EPS-DILUTED> .000
</TABLE>
