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 SEPTEMBER 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 November 1, 1998
PART I - FINANCIAL INFORMATION
CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
Index to Financial Information
Period Ended September 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
CYBERIA HOLDINGS, INC AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
September 30, 1998
ASSETS
Current Assets
Cash $ 107,674
Accounts receivable 420,396
Due from affiliate 23,250
Advances to Employees/Other 6,737
Loans Receivable 7,329
Prepaid expenses and other current assets 1,200
Total current assets 566,486
Non-current assets
Property, plant and equipment(net) 95,415
Other assets 21,692
Total non-current assets 117,107
Total assets $ 683,593
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 169,782
Due to affiliate 12,710
Income tax payable 68,812
Deferred Income taxes - current 16,036
Deferred Income 1,500
Total current liabilities 268,840
Long term liabilites
Deferred income taxes - long term 15,358
Total long term liabilites 15,358
Minority Interest 56,396
Stockholders' equity
Common stock 3,000
Additional paid in capital 9,268
Capital 0
Retained earnings 330,731
Total stockholders' equity 342,999
Total liabilities & stockholders' equity $ 683,593
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS
7/1/98 7/1/97
THROUGH THROUGH
9/30/98 9/30/97
Sales $ 914,835 $ 452,758
Cost of sales 384,354 104,757
General and administrative expenses 530,008 235,000
Total expenses 914,362 338,757
Net income from operations 573 113,001
Other income (expense)
Interest income 1,501 1,501
Minority interest (8,279) 0
Other expense 0 (3,511)
Total other income (expense) (6,778) (2,010)
Income (loss) before taxes (6,205) 110,891
Income taxes 0 44,396
Net income (loss) $ (6,205) $ 66,595
Net income(loss) per share $ 0.00 $ 0.00
Weighted average common
shares outstanding 30,000,000 30,000,000
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS
1/1/98 1/1/97
THROUGH THROUGH
9/30/98 9/30/97
Sales $ 2,230,888 $ 999,176
Cost of sales 723,609 254,985
General and administrative expenses 1,335,034 709,019
Total expenses 2,058,643 964,004
Net income from operations 172,243 35,172
Other income (expense)
Interest income 5,972 2,778
Minority interest 447 0
Other expense (1,031) (8,837)
Total other income (expense) (5,388) (6,059)
Income (loss) before taxes 177,631 29,113
Income taxes (61,979) 7,278
Net income (loss) $ 115,652 $ 21,835
Net income(loss) per share $ 0.00 $ 0.00
Weighted average common
shares outstanding 30,000,000 30,000,000
CYBERIA HOLDINGS, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS
1/1/98 1/1/97
THROUGH THROUGH
9/30/98 9/30/97
Operating Activities:
Net income $ 115,206 $ 21,835
Adjustments to reconcile
net income to net cash
provided by operating activities
Depreciation and amortization 16,742 11,069
(Increase) decrease in:
Accounts receivable (137,720) (144,580)
Work in process 25,051 (1,485)
Due from affiliate (23,250) 696
Loans Receivable (7,329) (63,522)
Advances to employees/others 634 0
Prepaid and other
current assets 6,183 2,496
Other assets (8,549) (1,199)
Increase (decrease) in:
Accounts payable and
accrued expenses 107,596 (16,925)
Due to affiliates (85,546) (6,577)
Accrued P/R & P/R taxes (65,487) 23,342
Income Tax Payable 56,128 4,878
Deferred income (78,500) 201,646
Net cash provided by (for)
operating activities (78,802) 31,714
Investing Activities:
Advances to employees 497 1,479
Purchase of computer equipment (29,600) (35,073)
Net cash provided by (for)
investing activities (29,103) (33,594)
Financing Activities:
Line of credit advance 0 60,000
Disposition of Assets 4,087 (4,000)
Net cash provided by (for)
financing activities 4,087 56,000
Net increase in cash (103,818) 54,120
Cash, beginning of period 211,392 121,830
Cash, end of period $ 107,574 $175,950
Supplemental disclosures
of cash flow information
Interest Paid $ 1,031 $ 8,837
Taxes Paid $ 3,551 $ 7,278
CYBERIA HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 September 30, 1998, and the
results of operations for the three and nine months ended September 30, 1997
and 1998, and cash flows for the three and nine months ended September 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 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 nine months ended September 30, 1998 increased to
$2,230,886 as compared to sales for the nine months ended September 30, 1997
of $999,176, an increase of $1,231,710. The Company reported net income of
$115,652 for the nine months ended September 30, 1998, as compared to a net
income of $21,835 for the nine months ended September 30, 1997, an increase of
$93,817.
General and administrative expenses increased to $1,335,034 for the nine
months ended September 30, 1998 compared to $709,019 for the nine months ended
September 30, 1997, an increase of $626,015.
Interest expense for the three months ended September 30, 1998 decreased
to $1,031 as compared to interest expense of $8,837 for the nine months ended
September 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 September 30, 1998, the Company had a working capital surplus of
$297,646. The ratio of current assets to current liabilities was
approximately 2.10 to 1 at September 30, 1998. At September 30, 1998,
the Company had a stockholders' equity of $362,752.
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 the next 12 months.
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 September 30, 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: November 18, 1998 By: /s/Jay Rifkin
Jay Rifkin, President
Dated: November 18, 1998 By: /s/Elisa Perlman
Elisa M. Perlman
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)