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, 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 May 1, 1998
PART I - FINANCIAL INFORMATION
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
Index to Financial Information
Period Ended March 31, 1998
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 or Plan of Operation 7
CYBERIA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
March 31, 1998
ASSETS
Current Assets
Cash $ 145,081
Accounts receivable 220,145
Due from affiliate 4,800
Advances to Employees/Other 17,405
Work in Process 135
Loans Receivable 11,329
Prepaid expenses and other current assets 753
Total current assets 399,648
Non-current assets
Property, plant and equipment(net) 85,443
Investment in LLC 0
Other assets 13,664
Total non-current assets 99,107
Total assets $ 498,755
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses 65,244
Due to affiliate 20,414
Income tax payable 34,372
Deferred Income taxes - current 16,036
Deferred Income 5,000
Accrued P/R & P/R taxes 0
Total current liabilities 141,066
Long term liabilites
Deferred income taxes - long term $ 15,358
Total long term liabilites 15,358
Minority Interest 61,549
Stockholders' equity
Common stock 3,000
Additional paid in capital 9,268
Capital 0
Retained earnings 268,514
Total stockholders' equity 280,782
Total liabilities & stockholders' equity $ 498,755
CYBERIA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS
1/1/98 1/1/97
THROUGH THROUGH
3/31/98 3/31/97
Sales $622,097 $190,651
Cost of sales 297,346 47,170
General and administrative expenses 246,368 247,796
Total expenses 543,714 294,966
Net income from operations 78,383 (104,315)
Other income (expense)
Interest income 2,209 0
Other income 0 207
Minority interest (4,706) 0
Other expense (735) (2,218)
Total other income (expense) (3,232) (2,011)
Income (loss) before taxes 75,151 (106,326)
Income taxes 21,716 2,400
Net income (loss) $ 53,435 $(108,726)
CYBERIA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS
1/1/98 1/1/97
THROUGH THROUGH
3/31/98 3/31/97
Operating Activities:
Net income $ 53,435 $(108,726)
Adjustments to reconcile net
income to net cash
provided by operating activities
Depreciation and amortization 4,981 3,510
Minority Interest 4,706
(Increase) decrease in:
Accounts receivable 57,531 (49,215)
Work in process 24,916 0
Due from affiliate (4,689) 633
Loans Receivable (11,329) 0
Advances to employees/others (9,609) 0
Prepaid and other current assets 6,630 (4,153)
Other assets (521) (1,079)
Increase (decrease) in: 0
Note payable 0 0
Accounts payable and
accrued expenses 3,058 25,430
Due to affiliates (72,842) (10,508)
Accrued P/R & P/R taxes (65,487) (490)
Income Tax Payable 21,688 0
Deferred income taxes - current 0 0
Deferred income (75,000) 0
Net cash provided by (for)
operating activities (62,532) (144,598)
Investing Activities:
Acquisition of NW Ventures Corp 0 0
Advances to employees 0 1,897
Purchase of computer equipment (3,779) (5,769)
Investment in LLC 0 0
Net cash provided by
(for) investing activities (3,779) (3,872)
Financing Activities:
Line of credit advance 0 60,000
Capital contribution 0 0
Net cash provided by
(for) financing activities 0 60,000
Net increase in cash (66,311) (88,470)
Cash, beginning of period 211,392 121,830
Cash, end of period $145,081 $ 33,360
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(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 March 31, 1998, and the results
of operations for the three months ended March 31, 1997 and 1998, and cash
flows for the three months ended March 31, 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 subsidiaries. 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
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 March 31, 1998 increased to $622,097 as
compared to sales for the three months ended March 31, 1997 of $190,651, an
increase of $431,446. The Company reported net income of $53,435 for the
three months ended March 31, 1998, as compared to a net loss of $108,726
for the three months ended March 31, 1997, an increase of $162,161.
General and administrative expenses increased to $543,714 for the three
months ended March 31, 1998 compared to $294,966 for the three months ended
March 31, 1997, an increase of $248,748. The 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 three months ended March 31, 1998 decreased to
$735 as compared to interest expense of $2,218 for the three months ended
March 31, 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 March 31, 1998, the Company had a working capital deficit of $280,720.
The ratio of current assets to current liabilities was approximately 2.84
to 1 at March 31, 1998. At March 31, 1998, the Company had a
stockholders' equity of $280,782.
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 will
be sufficient to meet its cash and working capital requirements at least
through 1998.
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, 1998.
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 19, 1998 By: /s/Jay Rifkin
Jay Rifkin, President
Dated: May 19, 1998 By: /s/Elisa M. Perlman
Elisa M. Perlman
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)