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 MARCH 31, 2002
[ ] 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, 2002
PART I - FINANCIAL INFORMATION
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
Index to Financial Information
Period Ended March 31, 2002
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
(UNAUDITED)
March 31, 2002
ASSETS
Current Assets
Cash $ 10,360
Accounts receivable, less allowance
for doubtful accounts of $84,600 164,529
Work in process 95,831
Prepaid expenses 14,784
Due from affiliates 20
Revenue in Excess of Billings 74,724
Total Current Assets 360,248
Non-Current Assets
Property, plant and equipment(net) 117,465
Other assets 21,354
Total Non-Current Assets 138,819
Total Assets $ 499,067
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Book overdraft $ 107,933
Accounts payable and accrued expenses 134,575
Accrued payroll and payroll taxes 45,468
Notes and loans payable 41,078
Deferred income 52,843
Due to affiliate 664,444
Due to others - current 53,495
Capital lease payable - current 42,157
Total Current Liabilities 1,141,993
Long Term Liabilities
Capital lease payable - long term 5,779
Due to others - long term 49,800
Total Long Term Liabilities 55,579
Stockholders' Deficit
Common stock 3,000
Additional paid in capital 9,269
Accumulated deficit (710,774)
Total Stockholders' Deficit (698,505)
Total Liabilities
& Stockholders' Deficit $ 499,067
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
2002 2001
Sales $ 358,820 $ 610,430
Cost of sales 166,995 620,325
General and
administrative expenses 335,492 126,637
Total expenses 502,487 746,962
Loss from operations (143,667) (136,532)
Other income (expense)
Interest income 132 18,955
Interest expense (9,682) (28,473)
Total other expense (9,550) (9,518)
Net loss $ (153,217) $(146,050)
Basic and diluted loss
per share $ (.005) $ (.005)
Weighted average common
Shares outstanding 30,000,000 30,000,000
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
2002 2001
Operating Activities:
Net loss $ (153,217) $ (146,050)
Adjustments to
reconcile net loss
to net cash provided by
operating activities:
Depreciation
and amortization 19,970 32,058
(Increase) decrease in:
Accounts receivable (51,811) (84,498)
Work in process (92,980) 4,661
Prepaid and
other current assets (8,638) (14,848)
Due from officer - 28,187
Other assets 7,403 248
Increase (decrease) in:
Accounts payable and
accrued expenses (41,641) 28,196
Due to affiliates 46,825 17,833
Due to others 50,132 -
Accrued payroll 27,591 (18,290)
Deferred income 29,193 356,657
Net cash (used in) provided by
Operating activities (167,173) 204,154
Investing Activities:
Purchase of equipment (7,410) (1,519)
Net cash used in
Investing activities (7,410) (1,519)
Financing Activities:
Book overdraft 69,823 -
Due to affiliates 130,000 -
Capital lease payments (15,690) (17,000)
Notes and loan payable 810 (100,000)
Net cash provided by (used in)
Financing activities 184,943 (117,000)
Net increase in cash 10,360 85,635
Cash, beginning of period - 205,596
Cash, end of period $ 10,360 $ 291,231
Cash paid for interest $ 2,180 $ 36,634
Cash paid for income taxes $ - $ 1,700
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(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, 2001. The results
of operations for the three months ended March 31, 2002 are not
necessarily indicative of the results that may be expected for
the year ended December 31, 2002.
2. Financial Statements
The consolidated financial statements include the accounts of
the Company and its majority-owned subsidiary, Media
Revolution. All significant intercompany balances,
transactions and stockholdings have been eliminated.
3. Overview of Business
The Company designs Internet Web sites, computer games, and
software and sells its services to customers in the United
States.
Item 2. Management's Discussion and Analysis
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.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002
vs. MARCH 31, 2001
Net sales for the three month period ended March 31, 2002 were
$358,820 as compared to $610,430 for the three month period
ended March 31, 2001, a decrease of $251,610 or 41%. The
decrease in sales is the result of an industry-wide slow down
in business following the terrorist attacks in New York City
and Washington, D.C. Late in the year is traditionally a
sluggish period for the generation of new sales, but the
national economic slowdown led our customers to delay the
commencement of new projects later than normal. As a result,
projects expected to commence early in the quarter commenced
late in the quarter or early in the second quarter, thus
greatly reducing the recognition of sales for the quarter.
Cost of sales was $166,995 for the three month period ended
March 31, 2002 as compared to $620,325 for the three month
period ended March 31, 2001, a decrease of $453,330 or 73%.
The cost of sales has a close relation to the recognition of
sales. Since the net sales figure was deflated for the
quarter, the cost of sales was also deflated. The gross margin
for the quarter is 53%, which is a normal margin.
General and administrative expenses were $335,492 for the three
month period ended March 31, 2002 compared to $126,637 for the
three month period ended March 31, 2001, an increase of
$208,855 or 165%. The increase in expenses is due to less
direct labor and overhead from a relatively fixed labor and
overhead pool to allocate to cost of sales, which was lower
than normal. When cost of sales and general and administrative
expenses are considered in the aggregate, expenses have
decreased year to year. Company payroll has decreased
$117,000, or 26%, for the quarter ended March 31, 2002 as
compared to the same period for year 2001.
Liquidity and Capital Resources
At March 31, 2002, the Company had a working capital deficiency
of $781,745. The ratio of current assets to current
liabilities was approximately .32 to 1 at March 31, 2002. At
March 31, 2002, the Company had a stockholders' deficiency of
$698,505. To date, the Company has funded its activities
principally from cash flows generated from operations. The
Company has had to supplement its operational cash flow with
short term financing from related parties.
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, 2002.
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: May 20, 2002 By: /s/ Jay Rifkin
Jay Rifkin, President
Dated: May 20, 2002 By: /s/ Jay Rifkin
Jay Rifkin, Principal Financial
Officer