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


<PAGE>
                  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

<PAGE>


               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
<PAGE>


               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
<PAGE>


               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
<PAGE>

               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
<PAGE>


                     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.

<PAGE>

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.


<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 September 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: 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)