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 JUNE 30, 1997

        [ ] 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 August 1, 1997

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                  PART I - FINANCIAL INFORMATION

              CYBERIA HOLDINGS, INC. AND SUBSIDIARIES


                  Index to Financial Information
                    Period Ended June 30, 1997



     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 SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEET
                        As of June 30, 1997




ASSETS

Current Assets
     Cash                               $    169,615
     Accounts receivable                     168,478
     Advances to employees                    14,247
     Prepaid expenses and other
      current assets                           5,971

          Total current assets               358,311

Non-current assets
     Property, plant and
      equipment (net)                         64,569
     Other assets                             11,074
          Total non-current assets            75,643

Total assets                            $    433,954

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
     Line of credit                     $    130,000
     Deferred Income                          84,418
     Accounts payable and
      accrued expenses                       106,286
     Due to affiliate                         41,765
     Accrued P/R & P/R taxes                  39,651
          Total current liabilities          402,120

Minority Interest                             18,477

Stockholders' equity
     Common stock, $.001 par value:            3,000
        50,000,000 shares authorized,
        30,000,000 shares issued
         and outstanding
     Additional paid in capital                9,269
     Retained earnings                         1,088
        Total stockholders' equity
         (deficiency)                         13,357
Total liabilities & stockholders'
  equity                                $    433,954

<PAGE>

                  CYBERIA, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS




                                            FOR THE PERIODS
                                         4/1/97        4/1/96
                                         THROUGH       THROUGH
                                         6/30/97       6/30/96

Sales                                    $355,766      $311,356
Cost of sales                             105,305       131,714
General and administrative
  expenses                                204,745       138,677
     Total expenses                       310,050       270,391
Income from operations                     45,716        40,965

Other income (expense)
     Other income                             775         1,174
     Other expense                         (3,045)            0
          Total other income
           (expense)                       (2,270)        1,174
Income (loss) before taxes                 43,446        42,139
Income taxes                                    0        64,425
Net income (loss)                        $ 43,446      $(22,286)
Net income (loss) per share              $   0.01      $   0.00
Weighted average common shares
 outstanding                             30,000,000    25,500,000

<PAGE>

              CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS

                                            FOR THE PERIODS
                                         1/1/97        1/1/96
                                         THROUGH       THROUGH
                                         6/30/97       6/30/96

Sales                                    $546,417      $618,215
Cost of sales                             150,303       269,270
General and administrative
  expenses                                475,601       170,483
     Total expenses                       625,904       439,753
Income (loss) from operations             (79,487)      178,462

Other income (expense)
     Other income                           1,277         1,674
     Other expense                         (5,326)            0
       Total other income (expense)        (4,049)        1,674
Income (loss) before taxes                (83,536)      180,136
Income taxes                                2,400        71,688
Net income (loss)                        $(85,936)     $108,448
Net income (loss) per share              $   0.00      $   0.01
Weighted average common shares
  outstanding                            30,000,000    25,500,000

<PAGE>


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

                                            FOR THE PERIODS
                                         1/1/97        1/1/96
                                         THROUGH       THROUGH
                                         6/30/97       6/30/96
Operating Activities:
  Net income                             $(85,936)    $108,448
  Adjustments to reconcile
   net income to net cash
   provided by operating activities
      Depreciation and amortization         7,138             0
      Deferred income taxes                     0             0
    (Increase) decrease in:
      Accounts receivable                 (46,728)       18,172
       Work in process                          0        19,007
       Due from affiliate                     696             0
       Prepaid and other current
        assets                              2,525        (7,389)
       Other assets                        (1,079)       (5,192)
    Increase (decrease) in:
       Accounts payable and accrued
        expenses                           16,073        25,115
       Due to affiliates                   11,368         8,238
       Accrued P/R & P/R taxes             11,109             0
       Income tax payable                       0        70,188
       Deferred income                     84,418      (148,157)

Net cash provided by (for)
  operating activities                       (416)       88,430

Investing Activities:
  Advances to employees                     5,067             0
  Purchase of computer equipment          (12,866)       (3,813)

Net cash provided by (for)
  investing activities                     (7,799)       (3,813)

Financing Activities:
  Line of credit advance                   60,000             0
  Loan repayment                           (4,000)            0

Net cash provided by (for)
  financing activities                     56,000             0

Net increase in cash                       47,785        84,617
Cash, beginning of period                 121,830        80,020

Cash, end of period                      $169,615      $164,637

Supplemental disclosures of cash
 flow information Interest Paid          $  5,326      $      0
Taxes paid                               $  2,400      $  1,500

<PAGE>

              CYBERIA HOLDINGS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           JUNE 30, 1997
                            (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 June 30, 1997, and
the results of operations for the six months ended June 30, 1996 and 1997,
and cash flows for the six months ended June 30, 1996 and  1997. 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.    Bank Line

      On July 25, 1996, the Company obtained a $130,000 line of credit
agreement with Republic Bank California, N.A., due on demand, with interest
on the unpaid principal balance at the prime rate + .75%.  The Company is
required to observe a thirty (30) consecutive day out-of-debt period prior
to August 31, 1997.  There were $130,000 outstanding as of June 30, 1997.

<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 three months ended June 30, 1997 increased to $355,766
as compared to sales for the three months ended June 30, 1996 of $311,356,
an increase of $44,410.  Sales for the six months ended June 30, 1997
decreased to $546,417 as compared to sales for the six months ended June
30, 1996 of $618,215, a decrease  of  $71,798.   The Company reported a net
loss of $(85,936) for the six months ended June 30, 1997 as compared to net
income of $108,448 for the six months ended June 30, 1996, a decrease of
$(194,384).  This change resulted primarily from a decrease in sales in the
first quarter of 1997 as compared to the comparable 1996 period as well as
an increase in general and administrative expenses in the first six months
of 1997.

    General and administrative expenses increased to $204,748 and $475,601
for the  three and six months ended June 30, 1997, respectively, as
compared to general and administrative expenses of $138,677 and $170,483
for the comparable 1996 periods.  This 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 six months ended June 30, 1997 increased to
$5,326 from no interest expense for the six months ended June 30, 1996.
This increase is due to the interest costs related to the borrowings on the
bank line of credit obtained from Republic Bank California, N.A.

    Liquidity and Capital Resources

    At June 30, 1997, the Company had a working capital deficit of
$(43,809).   The ratio of current assets to current liabilities was
approximately 1 to 1.12 at June 30, 1997.   At June 30, 1997, the Company
had a stockholders' equity of $13,357.

    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 and
its bank line of credit will be sufficient to meet its cash and working
capital requirements at least through 1997.


<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 June 30, 1997.

               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:  August 18, 1997                 By: /s/Jay Rifkin
                                            Jay Rifkin, President



Dated:  August 18, 1997                 By: /s/Elisa M. Perlman
                                            Elisa M. Perlman
                                            Chief Financial Officer
                                            (Principal Financial 
                                            Officer and Principal 
                                            Accounting Officer)