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, 1999

        [ ] 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 11, 1999

<PAGE>


                  PART I - FINANCIAL INFORMATION

               CYBERIA HOLDINGS, INC. AND SUBSIDIARY


                  Index to Financial Information
                    Period Ended March 31, 1999



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

<PAGE>

                 CYBERIA HOLDINGS. INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEET
                                 March 31, 1999



                                             TOTAL
ASSETS

Current  Assets
Accounts receivable                          $678,829
Advances to Employees/Other                     5,095
Deferred tax asset                             72,607
Loans Receivable                                7,329
Prepaid expenses and other current assets       4,586
Total current assets                          768,446

Non-current assets
Property, plant and equipment(net)             81,815
Other assets                                    5,937
Total non-current assets                       87,752
Total assets                                 $856,198

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
Book Overdraft                                 46,836
Accounts payable and accrued expenses         119,779
Due to affiliate                              247,546
Accrued payroll and payroll taxes              26,442
Income tax payable                             84,858
Deferred Income                                 1,500
Discontinued Operations                         4,607
   Total current liabilities                  531,568

Long term liabilities
Deferred income taxes - long term             $12,041
Total long term liabilities                    12,041
Minority Interest                              60,396

Stockholders' equity
Common stock                                    3,000
Additional paid in capital                      9,269
Capital                                             0
Retained earnings                             239,924
   Total stockholders equity                  252,193
Total liabilities &
stockholders' equity                         $856,198

<PAGE>

                 CYBERIA HOLDINGS. INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                             FOR THE PERIODS
                                          1/1/99        1/1/96
                                          THROUGH       THROUGH
                                          3/31/99       3/31/98

Sales                                     $675,940      $296,897
Cost of sales                               71,913       121,711
General and administrative expenses        355,817       157,877
Total expenses                             427,730       279,588
Net income from operations                 248,210        17,309
Other income (expense)
Interest income                                210         1,376
Other income                                     -             -
Minority interest                                -             -
Interest expense                            (4,791)            -
      Total other income (expense)          (4,581)        1,376
Income from continuing
operations before taxes                    243,629        18,685
Income taxes                                75,462            28
Net income of continuing operations       $168,167       $18,657
Discontinued Operations
Income from operations
of discontinued                                  -        61,172
subsidiary
Net income before minority interest       $168,167       $79,829
Minority Interest                            3,548         4,706
Net Income                                $164,619       $75,123

<PAGE>

                 CYBERIA HOLDINGS, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 FOR THE PERIODS
                                               1/1/99       1/1 /98
                                               THROUGH      THROUGH
                                               3/31/99      3/31/98
                                                                       
Operating Activities:
Net income                                      $164,619    $79,829
Adjustments to reconcile
net income to net cash
provided by operating activities
   Depreciation and amortization                   5,882      4,981
   Minority Interest                               3,548      4,706
   Fixed assets issued as compensation             2,766
  (Increase) decrease in:
   Accounts receivable                          (502,356)
   Work in process                                           24,916
   Loans Receivable                                         (11,329)
   Prepaid and other current assets               (1,119)     6,630
   Other assets                                   16,016       (521)
Increase (decrease) in:
   Accounts payable and accrued expenses          17,473      3,058
   Book Overdraft                                 46,836
   Due to affiliates                             154,405    (72,842)
   Accrued P/R & P/R taxes                         5,508    (65,487)
   Income Tax Payable                             75,363          -
   Deferred income                                (1,500)   (75,000)

Net cash provided by (for)
operating activities - continuing                (12,559)  (101,059)
Net cash provided by (for)
operating activities - discontinued              (84,204)
Total net cash - Operations                      (96,763)

Investing Activities:
Advances to employees                                  -          -
Purchase of computer equipment                    (8,235)    (3,779)

Net cash provided by (for)
 investing activities                             (8,235)    (3,779)

Net cash provided by (for)
 financing activities                                  -          -

Net increase in cash                            (104,998)  (104,838)

Cash, beginning of period                        104,998    211,392
Cash, end of period                             $      -   $106,554


Supplemental disclosures of non-cash investing and financing activities:

During the three months ended March 31, 1999 the Company transferrd $11,518 
of fixed assets with an accumulated depreciation of $4,286 to an affiliate.

<PAGE>

                 CYBERIA HOLDINGS, INC. AND SUBSIDIARY
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 1999
                              (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 March 31, 1999, and the results of
operations for the three months ended March 31, 1998 and 1999, and cash flows
for the three months ended March 31, 1998 and 1999.  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.

3.   Furniture and Equipment

Furniture and equipment at March 31, 1999 and January 1, 1999 consisted of 
the following:

Furniture and Fixtures              $  9,292     $ 15,855
Computer Equipment                    82,601       82,106
Office Equipment                      20,584       24,752
Leasehold Improvements                13,272       13,272
                                     125,749      135,985
Less accumulated depreciation
and amortization                      43,931       46,525

Total                               $ 81,818     $ 89,460

<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 (the "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").  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 "Reconfirmation Offering"), 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 is a company created 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.  The remaining 20% is owned by a non-
related party.

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 management decided to discontinue the operations of Cyberia,
Inc. as of December 31, 1998 to allow the Company to focus its resources on the
growth and development of Media Revolution.  All assets and liabilities of
Cyberia, Inc. have been transferred to Cyberia Holdings, Inc. and affiliates of
the Company with the exception of $5,817 in net assets related to leasehold
improvements which were expensed.

As a result, operations of Cyberia, Inc. through December 31, 1998 are reported
as discontinued operations.  The results from discontinued operations included
total revenues of $1,433,866 and $937,308 and net income from operations of
$129,012 and $61,201 for the years ended December 31, 1998 and 1997
respectively.  The loss on the disposal of the subsidiary also includes and
accrual of $88,811 for the expenses to be incurred from December 31, 1998 to
the anticipated disposal date of March 31, 1999.
<PAGE>

  Results of Operations

Net sales for the period ended March 31, 1999 were $675,940 as compared to
$296,897 for the period ended March 31, 1998, an increase of $379,043.  This
increase is primarily due to the Company's restructuring and change in
marketing strategy which management believes has allowed the Company to better
compete in the Internet consulting services arena.

Cost of sales was $71,913 for the period ended March 31, 1999 as compared to
$121,711 for the period ended March 31, 1998, a decrease of $50,518.  This
decrease is primarily due to a restructuring and a streamlining of the
production process which has assisted in reducing production costs.

General and administrative expenses were $355,817 for the period ended March
31, 1999 compared to $157,877 for the period ended March 31,1998, an increase
of $197,940.  The increase is primarily due to the search for and hiring of new
employees and related employment placement fees which the Company incurred in
connection with these new hires.  Additionally, during this transitional period
there was an increase in accounting, management and legal fees which were
needed in order to support the restructuring of Media Revolution.

Liquidity and Capital Resources

At March 31, 1999, the Company had a working capital surplus of $236,878.  The
ratio of current assets to current liabilities was approximately 1.44 to 1 at
March 31, 1999.  At March 31, 1999, the Company had stockholders' equity of
$252,193.

To date, the Company has funded its activities principally from cash flows
generated from operations.  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 1999.  However, if the Company's cash
flows should be materially less than expected, the Company may find it
necessary to seek additional sources of financing to support its cash and
working capital requirements.  Although the Company is hopeful that such
financing can be arranged, there can be no assurance the Company will in fact
be able to obtain such financing at the time, if any, such need arises, or if
obtained, on terms acceptable to the Company.

Year 2000 Issue

The year 2000 issue is the result of computer programs being written using two
digits, rather than four, to define the applicable year.  Software programs and
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000.  This could result
in a major system failure or miscalculations causing disruptions of operations,
including a temporary inability to engage in normal business activities.

Based on recent assessments, the Company determined that its critical software
(primarily widely used software packages) and all of its critical business
systems, already are year 2000 compliant. Nevertheless, throughout 1999,
assessment, testing and remediation, if necessary, will continue.

The Company is also actively working with critical suppliers of products and
services to determine that the suppliers' operations and the products and
services they provide are year 2000 compliant or to monitor their progress
toward year 2000 compliance. In this regard, the Company believes its greatest
year 2000 risk for disruption to  its  business  is  the  potential
noncompliance  of  third  parties. As a result, the  Company  has  initiated
communications  with  third  parties  with  whom  the  Company  has material
direct  and  indirect  business relationships.  The Company is currently in the
process  of  contacting third parties in order to determine the extent  to
which  the  Company's  business is vulnerable to the third parties  failure  to
make  their  systems year 2000  compliant.  To date, the Company  is  still
continuing  to  gather  information from such other  important third parties.

The Company currently does not have a contingency plan in the event of a
particular system, including the systems of material third parties, are not
year 2000 compliant.  Such a plan will be developed if it becomes clear that
the Company is not going to achieve its scheduled compliance objectives.
Although no assurances can be given that there will be no interruption of
operations in the year 2000 the Company believes (and assuming that  third
parties  with  whom  the  Company  has material business relationships
successfully  remediate  their own year 2000 issues) that it has reasonably
assessed all of its systems in order to ensure that the Company will not suffer
any material adverse effect from the year 2000 issue.

The Company has used and will continue to use internal resources to resolve its
year 2000 issue. Costs incurred to date by the Company have not been material.
The Company does not anticipate incurring any further costs.

<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 March 31, 1999.

           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: May 20, 1999             By:/s/Jay Rifkin
                                   Jay Rifkin, President



Dated: May 20, 1999             By:/s/Jay Rifkin
                                   Jay Rifkin, Principal Financial Officer