SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 26, 1996
NW VENTURE CORP.
(Exact name of Registrant as specified in its charter)
Delaware 33-83418-LA 93-1138967
(State or other (Commission I.R.S. Employer
jurisdiction of file number) Identification
incorporation or Number)
organization)
501 S.E. Columbia Shores Boulevard, #350
Vancouver, Washington 98661
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (360) 737-6800
Item 1. Changes in Control of Registrant.
As of December 26, 1996, NW Venture Corp. (the "Company")
issued 25,500,000 shares of its $.0001 par value common stock to
the holders of 100% of the outstanding common stock of Cyberia,
Inc., a California corporation ("Cyberia") pursuant to an
Agreement and Plan of Tax Free Reorganization (the "Acquisition
Agreement") among the Company, Cyberia and the shareholders of
Cyberia in which Cyberia became a wholly-owned subsidiary of the
Company.
In connection with the Acquisition Agreement, the three
shareholders of Cyberia, namely, Jay Rifkin, Hans Zimmer and Mark
S. Levy, received 12,000,000, 12,000,000 and 1,500,000 shares,
respectively, of the Company's common stock in exchange for their
shares of Cyberia.
Prior to the closing of the aforesaid transactions, the
Company had 4,500,000 shares of common stock issued and
outstanding of which 4,050,000 shares or 90.0% were owned of
record by Martin Rifkin. After giving full effect to the
aforesaid transactions, there are 30,000,000 shares of common
stock outstanding with Jay Rifkin owning of record 12,000,000
shares or 40.0%, Hans Zimmer owning of record 12,000,000 shares
or 40.0%, Mark S. Levy owning of record 1,500,000 shares or 5.0%,
and Martin Rifkin owning of record 4,050,000 shares or 13.5%.
In connection with the closing of the aforesaid
transactions, Jay Rifkin and Hans Zimmer were elected to the
Board of Directors of the Company. As a result, the Company's
newly constituted Board of Directors consists of the following
persons: Jay Rifkin, Hans Zimmer and Martin Rifkin.
Item 2. Acquisition or Disposition of Assets.
As described in Item 1 of this Report, as of December 26,
1996, the Company issued a total of 25,500,000 shares of its
authorized but previously unissued common stock pursuant to the
Acquisition Agreement whereby Cyberia became a wholly-owned
subsidiary of the Company.
Cyberia was incorporated in the State of California in
February 1994 by Grammy Award winning producer Jay Rifkin and
Academy Award winning composer Hans Zimmer to create original
music for television commercials. Cyberia has retained the
services of various composers to create original music for use by
the advertising industry to promote products and services.
Item 7. Financial Statements and Exhibits.
Financial Statements of Businesses Acquired and Pro Forma
Financial Information:
The financial statements of Cyberia, Inc. and pro forma
financial information are incorporated herein by reference from
the Company's Post-Effective Amendment No. 3 to Form SB-2
Registration Statement.
Exhibits:
10.1 Agreement and Plan of Tax Free Reorganization
dated May 22, 1996 by and among NW Venture
Corp., Cyberia, Inc. ("Cyberia") and the
shareholders of Cyberia(1)
___________________
(1) Incorporated herein by reference from the
Company's Post-Effective Amendment No. 1 to Form
SB-2 Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
NW VENTURE CORP.
(Registrant)
Date: December 27, 1996 By: /s/Martin Rifkin
Martin Rifkin,
President
