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, 1998
[ ] 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, 1998
<PAGE>
PART I - FINANCIAL INFORMATION
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
Index to Financial Information
Period Ended June 30, 1998
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 SUBSIDIARY
CONSOLIDATED BALANCE SHEET
June 30, 1998
ASSETS
Current Assets
Cash $ 134,591
Accounts receivable 364,150
Advances to Employees/Other 8,507
Loans Receivable 11,329
Prepaid expenses and other current assets 1,200
Total current assets 519,777
Non-current assets
Property, plant and equipment(net) 85,341
Other assets 19,429
Total non-current assets 104,770
Total assets $ 624,547
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 116,690
Due to affiliate 6,917
Income tax payable 68,812
Deferred Income taxes - current 16,036
Deferred Income 4,750
Total current liabilities 213,205
Long term liabilites
Deferred income taxes - long term 15,358
Total long term liabilites 15,358
Minority Interest 64,675
Stockholders' equity
Common stock 3,000
Additional paid in capital 9,268
Retained earnings 319,041
Total stockholders' equity 331,309
Total liabilities & stockholders' equity $ 624,547
<PAGE>
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS
4/1/98 4/1/97
THROUGH THROUGH
6/30/98 6/30/97
Sales $ 694,259 $ 355,766
Cost of sales 333,850 105,305
General and administrative expenses 268,460 204,745
Total expenses 602,310 310,050
Net income from operations 91,949 45,716
Other income (expense)
Interest income 2,264 775
Minority interest (3,126) 0
Other expense (296) (3,045)
Total other income (expense) (1,158) (2,270)
Income (loss) before taxes 90,791 43,446
Income taxes (40,263) 0
Net income (loss) $ 50,528 $ 43,446
Net income(loss) per share $ 0.00 $ 0.00
Weighted average common
shares outstanding 30,000,000 30,000,000
<PAGE>
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS
1/1/98 1/1/97
THROUGH THROUGH
6/30/98 6/30/97
Sales $ 1,316,356 $ 546,417
Cost of sales 631,197 150,303
General and administrative expenses 514,828 475,601
Total expenses 1,146,025 625,904
Net income from operations 170,331 (79,487)
Other income (expense)
Interest income 4,473 1,277
Minority interest (7,832) 0
Other expense (1,031) (5,326)
Total other income (expense) (4,390) (4,049)
Income (loss) before taxes 165,941 (83,536)
Income taxes (61,979) 2,400
Net income (loss) $ 103,962 $ (85,936)
Net income(loss) per share $ 0.00 $ 0.00
Weighted average common
shares outstanding 30,000,000 30,000,000
<PAGE>
CYBERIA HOLDINGS, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS
1/1/98 1/1/97
THROUGH THROUGH
6/30/98 6/30/97
Operating Activities:
Net income $ 111,794 $ (85,936)
Adjustments to reconcile
net income to net cash
provided by operating activities
Depreciation and amortization 10,347 7,138
(Increase) decrease in:
Accounts receivable (81,474) (46,728)
Work in process 25,051 0
Due from affiliate 34 696
Loans Receivable (11,329) 0
Advances to employees/others (634) 0
Prepaid and other
current assets 6,183 2,525
Other assets (6,286) (1,079)
Increase (decrease) in:
Accounts payable and
accrued expenses 54,504 16,073
Due to affiliates (91,339) 11,368
Accrued P/R & P/R taxes (65,487) 11,109
Income Tax Payable 56,128 0
Deferred income (75,250) 84,418
Net cash provided by (for)
operating activities (67,758) (416)
Investing Activities:
Advances to employees 0 5,067
Purchase of computer equipment (9,043) (12,866)
Investment in LLC 0 0
Net cash provided by (for)
investing activities (9,043) (7,799)
Financing Activities:
Line of credit advance 0 60,000
Loan Repayment (4,000)
Capital contribution 0 0
Net cash provided by (for)
financing activities 0 56,000
Net increase in cash (76,801) 47,785
Cash, beginning of period 211,392 121,830
Cash, end of period $ 134,591 $169,615
Supplemental disclosures
of cash flow information
Interest Paid $ 1,031 $ 5,326
Taxes Paid $ 3,523 $ 2,400
<PAGE>
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)
1. Presentation of Interim Information
In the opinion of the management of Cyberia Holdings, Inc. and Subsidiary (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, 1998, and the results of operations for the
six months ended June 30, 1997 and 1998, and cash flows for the six months ended
June 30, 1997 and 1998. 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 subsidiary. All significant intercompany balances, transactions
and stockholdings have been eliminated.
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 September 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 an 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 six months ended June 30, 1998 increased to $1,316,356 as
compared to sales for the six months ended June 30,1997 of $546,417, an increase
of $769,839. The Company reported net income of $103,962 for the six months
ended June 30,1998, as compared to a net loss of $85,936 for the six months
ended June 30,1997, an increase of $189,898.
General and administrative expenses increased to $514,828 for the six
months ended June 30,1998 compared to $475,601 for the six months ended June
30,1997, an increase of $39,227.
Interest expense for the three months ended June 30,1998 decreased to
$1,031 as compared to interest expense of $5,326 for the six months ended June
30,1997. This decrease is due to the repayment of the Company line of credit,
which was previously assigned to an affiliate, Media Ventures. The line of
credit was paid down in the amount of $50,000 on January 21,1998 and $30,000 on
March 4,1998.
Liquidity and Capital Resources
At June 30, 1998, the Company had a working capital surplus of $306,572. The
ratio of current assets to current liabilities was approximately 1 to 2.44 at
June 30, 1998. At June 30,1998, the Company had a stockholders' equity of
$331,309.
To date, the Company has funded its activities principally from cash flows
generated from operations. It is anticipated that the Company's continued cash
flows from operations will be sufficient to meet its cash and working capital
requirements at least through 1998.
<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, 1998.
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 13, 1998 By: /s/Jay Rifkin
Jay Rifkin, President
Dated: August 13, 1998 By: /s/Elisa 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
JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 134,591
<SECURITIES> 0
<RECEIVABLES> 364,150
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 519,777
<PP&E> 85,341
<DEPRECIATION> 0
<TOTAL-ASSETS> 624,547
<CURRENT-LIABILITIES> 213,205
<BONDS> 0
<COMMON> 3,000
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 624,547
<SALES> 1,316,356
<TOTAL-REVENUES> 1,316,356
<CGS> 631,197
<TOTAL-COSTS> 631,197
<OTHER-EXPENSES> 514,828
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,031
<INCOME-PRETAX> 165,941
<INCOME-TAX> 61,979
<INCOME-CONTINUING> 103,962
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 103,962
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
