SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
[Amendment No. 1]
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2001
[ ] 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)
1531 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, 2001
PART I - FINANCIAL INFORMATION
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
Index to Financial Information
Period Ended March 31, 2001
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 7
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
March 31, 2001
ASSETS
Current Assets
Cash 291,231
Accounts receivable 232,159
Prepaid expenses 15,232
Deferred tax asset 47,800
Due from affiliates 780
Total current assets 587,202
Non-current assets
Property, plant and
equipment(net) 180,261
Deferred tax asset 34,500
Other assets 47,134
Total non-current assets 261,895
Total assets 849,097
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and
accrued expenses 239,721
Deferred income 445,437
Due to affiliate 273,914
Accrued payroll and
payroll taxes 40,258
Income tax payable 15,751
Capital Lease Payable
- Current 61,333
Total current liabilities 1,076,414
Long term liabilities
Capital Lease - Long Term 48,881
Total long term liabilities 48,881
Stockholders' deficit
Common stock 3,000
Additional paid in capital 9,269
Capital -
Accumulated deficit (142,417)
Net loss (146,050)
Total stockholders'
deficit (276,198)
Total liabilities
& stockholders' deficit 849,097
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED
MARCH 31,
2001 2000
Sales $ 610,430 $ 1,101,443
Cost of sales 620,325 201,657
General and
administrative expenses 126,637 500,892
Total expenses 746,962 702,549
operations before taxes (146,050) 394,998
Benefit from (Provision for)
income taxes - 130,981
Net loss from operations (136,532) 398,894
Other income (expense)
Interest income 18,955 1,564
Interest (expense) (28,473) (5,460)
Total other (expense) (9,518) (3,896)
(Loss) Income from continuing
Net (loss) income before
minority interest $ (146,050) $ 264,017
Minority interest - (41,554)
Net (loss) income $ (146,050) $ 222,463
Basic and diluted loss
per share $ (.005) $ .007
Weighted average common
Shares outstanding 30,000,000 30,000,000
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED
MARCH 31,
2001 2000
Operating Activities:
Net loss $ (146,050) $ 222,463
Adjustments to reconcile
net income to net cash
provided by operating
activities
Depreciation and
amortization 32,058 24,080
Minority interest - 34,725
(Increase) decrease in:
Accounts receivable (84,498) (24,312)
Prepaid and
other current assets (10,187) 5,808
Due from officer 28,187 (2,225)
Other assets 248 (1,596)
Increase (decrease) in:
Accounts payable and
accrued expenses 28,196 (1,154)
Book overdraft - (24,863)
Due to affiliates 17,833 (152,744)
Accrued payroll (18,290) 37,136
Income tax payable - 130,181
Deferred income 356,657 (1,500)
Net cash provided (for) by
Operating activities
- continuing 204,154 245,999
Net cash provided (for)
Operating activities
- discontinued - (811)
Investing Activities:
Lease Obligations - (9,361)
Purchase of equipment (1,519) (4,997)
Net cash provided by (for)
investing activities (1,519) (14,358)
Financing Activities:
Capital lease payments (17,000) -
Notes and loan payable (100,000) -
Net cash provided (for)
Financing activities (117,000) -
Net increase in cash 85,635 230,830
Cash, beginning of period 205,596 27,437
Cash, end of period $ 291,231 $ 258,267
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(UNAUDITED)
1. Presentation of Interim Information
The accompanying unaudited consolidated financial statements
have been prepared in conformity with generally accepted
accounting principles for interim financial information and
with Regulation S-B. Accordingly, they do not include all the
information and footnotes required by generally accepted
accounting principles for complete financial statements. In
the opinion of management, all normal, recurring adjustments
considered necessary for a fair presentation have been
included. These consolidated financial statements should be
read in conjunction with the consolidated financial statements
and notes thereto included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2000. The results
of operations for the three months ended March 31, 2001 are not
necessarily indicative of the results that may be expected for
the year ended December 31, 2001.
2. Financial Statements
The consolidated financial statements include the accounts of
the Company and its subsidiary, Media Revolution. All
significant intercompany balances, transactions and
stockholdings have been eliminated.
3. Reclassifications
Certain amounts in the prior period financial statements have
been reclassified to conform with the current period
presentation. For the three months ended March 31, 2000,
the Company has reclassified non-salary expenses of $116,520
to Cost of Sales from General and Administrative Expenses based
on total direct labor hours at a rate of $40 per hour to form a
direct cost overhead charge. The overhead rate is an estimate
of non-salary expenses over employee hours.
4. Furniture and Equipment
Furniture and equipment at March 31, 2001 (unaudited) consisted
of the following:
Furniture and fixtures $ 16,702
Computer equipment 428,802
Office equipment 20,584
466,088
Less accumulated depreciation
and amortization 285,827
Total $180,261
Depreciation expense was $32,058 and $24,080 for the quarters
ended March 31, 2001 and 2000, respectively.
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 certain shares of its Common Stock 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.
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"). At the time thereof and through December 31,
1998, Cyberia was primarily involved in the business of
creating original music for television and radio 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.
During 1996, Cyberia entered into an agreement to form Media
Revolution, LLC ("Media Revolution"), which was organized to
design Internet web sites, computer games and software. The
Company owns 80% of this entity and has control of the
day-to-day operations. A non-related party owns the remaining
20%.
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.
On October 6, 1998 a meeting of the Board of Directors and
Officers was held in which it was decided to cease the
operations of Cyberia as of December 31, 1998 to allow the
Company to focus its resources on the growth and development of
Media Revolution. All existing assets and liabilities at the
close of operations on December 31, 1998 were transferred to
Cyberia Holdings, Inc. as per the Certificate of Dissolution
filed in the Office of the Secretary of State of California.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001
vs. MARCH 31, 2000
Net sales for the three month period ended March 31, 2001 were
$610,430 as compared to $1,101,443 for the three month period
ended March 31, 2000, a decrease of $491,013 or 45%. The
decrease is attributable to an increase of deferred income of
$356,657, the majority of which is expected to be recognized in
the second quarter of 2001. The net sales reported are
consistent with the annualized net sales for year 2000. The
composition of the client base includes entertainment-based
clients and clients in new target sectors, primarily start up
companies and "dot.com" companies.
Cost of sales was $620,325 for the three month period
ended March 31, 2001 as compared to $201,657 for the three
month period ended March 31, 2000, an increase of $418,668 or
208%. This increase is due to the implementation of a system
for tracking direct labor that has allowed the Company to more
accurately record the labor cost dedicated to each project.
The result of the new system allocates more labor to cost of
sales and less to general and administrative expenses.
General and administrative expenses were $126,637 for the three
month period ended March 31, 2001 compared to $500,892 for the
three month period ended March 31, 2000, a decrease of $374,255
or 75%. The decrease in expenses is due in part to the new
system utilized for tracking direct labor, which has allowed
the Company to more accurately record the labor cost dedicated
to each project. The result of the new system allocates more
labor to cost of sales and less to general and administrative
expenses. Cost reductions in payroll and payroll-related
expenses and marketing expenses also contribute to the
reduction in general and administrative expenses.
The Company instituted a new reporting procedure to present a
more reasonable presentation of Cost of Sales, by reclassifying
non-salary expenses to Cost of Sales from General and
Administrative Expenses. The allocation of non-salary expenses
to direct costs is based on total direct labor hours at a rate
of $40 per hour to form a direct cost overhead charge. The
overhead rate is an estimate of non-salary expenses over
employee hours. For presentation purposes, the year 2000
comparative Cost of Sales and General and Administrative
Expenses have been adjusted to reflect the overhead allocation
based on direct labor hours captured for the comparative period
at the same overhead rate as is used for year 2001.
Liquidity and Capital Resources
At March 31, 2001, the Company had a working capital deficiency
of $489,212. The ratio of current assets to current
liabilities was approximately .55 to 1 at March 31, 2001. At
March 31, 2001, the Company had a stockholders' deficiency of
$276,198. To date, the Company has funded its activities
principally from cash flows generated from operations. However,
the Company anticipates cash flows from operating activities to
be negative over the foreseeable future. The Company's
financing plan involves near term financing. The Company had
an outstanding line of credit amount of $60,000 at March 31,
2001.
Forward-Looking Statements
This report contains certain forward-looking statements and
information relating to the Company that are based on the
beliefs and assumptions made by the Company's management as
well as information currently available to
the management. When used in this document, the words
"anticipate", "believe", "estimate", and "expect" and similar
expressions, are intended to identify forward-looking
statements. Such statements reflect the current views of the
Company with respect to future events and are subject to
certain risks, uncertainties and assumptions. Should one or
more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated,
believed, estimated or expected. The Company does not intend
to update these forward-looking statements.
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, 2001.
None.
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 20, 2001 By: /s/ Jay Rifkin
Jay Rifkin, President
Dated: August 20, 2001 By: /s/ Jay Rifkin
Jay Rifkin,
Principal Financial Officer