SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-QSB/A
[Amendment No. 1]

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended MARCH 31, 2001

[ ] 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)

1531 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, 2001








PART I - FINANCIAL INFORMATION

CYBERIA HOLDINGS, INC. AND SUBSIDIARY


Index to Financial Information
Period Ended March 31, 2001



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                       7






CYBERIA HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

March 31, 2001

ASSETS

Current Assets

     Cash                          291,231
     Accounts receivable           232,159
     Prepaid expenses               15,232
     Deferred tax asset             47,800
     Due from affiliates               780
      Total current assets         587,202

Non-current assets

     Property, plant and
      equipment(net)               180,261
     Deferred tax asset             34,500
     Other assets                   47,134
      Total non-current assets     261,895


Total assets                       849,097


LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities

     Accounts payable and
     accrued expenses              239,721
     Deferred income               445,437
     Due to affiliate              273,914
     Accrued payroll and
     payroll taxes                  40,258
     Income tax payable             15,751
     Capital Lease Payable
     - Current                      61,333

  Total current liabilities      1,076,414

Long term liabilities

     Capital Lease - Long Term      48,881

Total long term liabilities         48,881


Stockholders' deficit
     Common stock                    3,000
     Additional paid in capital      9,269
     Capital                            -
     Accumulated deficit          (142,417)
     Net loss                     (146,050)
Total stockholders'
           deficit                (276,198)

Total liabilities
& stockholders' deficit            849,097







CYBERIA HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS


                                 THREE MONTHS ENDED
                                       MARCH 31,
                                  2001           2000

Sales                      $    610,430   $    1,101,443

Cost of sales                   620,325          201,657
General and
administrative expenses         126,637          500,892

     Total expenses             746,962          702,549

operations before taxes        (146,050)         394,998

Benefit from (Provision for)
income taxes                         -           130,981

Net loss from operations       (136,532)         398,894

Other income (expense)
     Interest income             18,955            1,564
     Interest (expense)         (28,473)          (5,460)
     Total other (expense)       (9,518)          (3,896)

(Loss) Income from continuing
Net (loss) income before
minority interest           $  (146,050)    $    264,017

Minority interest                    -           (41,554)

Net (loss) income          $   (146,050)    $    222,463

Basic and diluted loss
 per share                 $      (.005)    $       .007

Weighted average common
 Shares outstanding          30,000,000       30,000,000




CYBERIA HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS


                                       THREE MONTHS ENDED
                                             MARCH 31,
                                         2001          2000
Operating Activities:
     Net loss                    $    (146,050) $    222,463
     Adjustments to reconcile
     net income to net cash
     provided by operating
     activities
     Depreciation and
     amortization                       32,058        24,080
     Minority interest                      -         34,725
     (Increase) decrease in:
     Accounts receivable               (84,498)      (24,312)
     Prepaid and
     other current assets              (10,187)        5,808
     Due from officer                   28,187        (2,225)
     Other assets                          248        (1,596)
     Increase (decrease) in:
     Accounts payable and
     accrued expenses                   28,196        (1,154)
     Book overdraft                         -        (24,863)
     Due to affiliates                  17,833      (152,744)
     Accrued payroll                   (18,290)       37,136
     Income tax payable                     -        130,181
     Deferred income                   356,657        (1,500)

Net cash provided (for) by
     Operating activities
     - continuing                      204,154       245,999

Net cash provided (for)
     Operating activities
     - discontinued                         -           (811)

Investing Activities:

     Lease Obligations                      -         (9,361)
     Purchase of equipment              (1,519)       (4,997)

Net cash provided by (for)
     investing activities               (1,519)      (14,358)

Financing Activities:
     Capital lease payments            (17,000)           -
     Notes and loan payable           (100,000)           -

Net cash provided (for)
     Financing activities             (117,000)           -

Net increase in cash                    85,635       230,830

Cash, beginning of period              205,596        27,437

Cash, end of period               $    291,231   $   258,267




CYBERIA HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(UNAUDITED)

1.   Presentation of Interim Information

The accompanying unaudited consolidated financial statements
have been prepared in conformity with generally accepted
accounting principles for interim financial information and
with Regulation S-B. Accordingly, they do not include all the
information and footnotes required by generally accepted
accounting principles for complete financial statements.  In
the opinion of management, all normal, recurring adjustments
considered necessary for a fair presentation have been
included.  These consolidated financial statements should be
read in conjunction with the consolidated financial statements
and notes thereto included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2000.  The results
of operations for the three months ended March 31, 2001 are not
necessarily indicative of the results that may be expected for
the year ended December 31, 2001.

2.    Financial Statements

The consolidated financial statements include the accounts of
the Company and its subsidiary, Media Revolution.  All
significant intercompany balances, transactions and
stockholdings have been eliminated.


3.     Reclassifications

Certain amounts in the prior period financial statements have
been reclassified to conform with the current period
presentation.  For the three months ended March 31, 2000,
the Company has reclassified non-salary expenses of $116,520
to Cost of Sales from General and Administrative Expenses based
on total direct labor hours at a rate of $40 per hour to form a
direct cost overhead charge.  The overhead rate is an estimate
of non-salary expenses over employee hours.

4.     Furniture and Equipment

Furniture and equipment at March 31, 2001 (unaudited) consisted
of the following:


     Furniture and fixtures         $       16,702
     Computer equipment                    428,802
     Office equipment                       20,584

                                           466,088

             Less accumulated depreciation
             and amortization              285,827

     Total                                $180,261

Depreciation expense was $32,058 and $24,080 for the quarters
ended March 31, 2001 and 2000, respectively.





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 certain shares of its Common Stock 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.

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
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 was organized 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.  A non-related party owns the remaining
20%.

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 a meeting of the Board of Directors and
Officers was held in which it was decided to cease the
operations of Cyberia as of December 31, 1998 to allow the
Company to focus its resources on the growth and development of
Media Revolution.  All existing assets and liabilities at the
close of operations on December 31, 1998 were transferred to
Cyberia Holdings, Inc. as per the Certificate of Dissolution
filed in the Office of the Secretary of State of California.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001
vs. MARCH 31, 2000

Net sales for the three month period ended March 31, 2001 were
$610,430 as compared to $1,101,443 for the three month period
ended March 31, 2000, a decrease of $491,013 or 45%.  The
decrease is attributable to an increase of deferred income of
$356,657, the majority of which is expected to be recognized in
the second quarter of 2001.  The net sales reported are
consistent with the annualized net sales for year 2000.  The
composition of the client base includes entertainment-based
clients and clients in new target sectors, primarily start up
companies and "dot.com" companies.

Cost of sales was $620,325 for the three month period
ended March 31, 2001 as compared to $201,657 for the three
month period ended March 31, 2000, an increase of $418,668 or
208%.  This increase is due to the implementation of a system
for tracking direct labor that has allowed the Company to more
accurately record the labor cost dedicated to each project.
The result of the new system allocates more labor to cost of
sales and less to general and administrative expenses.

General and administrative expenses were $126,637 for the three
month period ended March 31, 2001 compared to $500,892 for the
three month period ended March 31, 2000, a decrease of $374,255
or 75%.  The decrease in expenses is  due in part to the new
system utilized for tracking direct labor, which has allowed
the Company to more accurately record the labor cost dedicated
to each project.  The result of the new system allocates more
labor to cost of sales and less to general and administrative
expenses.  Cost reductions in payroll and payroll-related
expenses and marketing expenses also contribute to the
reduction in general and administrative expenses.

The Company instituted a new reporting procedure to present a
more reasonable presentation of Cost of Sales, by reclassifying
non-salary expenses to Cost of Sales from General and
Administrative Expenses.  The allocation of non-salary expenses
to direct costs is based on total direct labor hours at a rate
of $40 per hour to form a direct cost overhead charge.  The
overhead rate is an estimate of non-salary expenses over
employee hours.  For presentation purposes, the year 2000
comparative Cost of Sales and General and Administrative
Expenses have been adjusted to reflect the overhead allocation
based on direct labor hours captured for the comparative period
at the same overhead rate as is used for year 2001.

Liquidity and Capital Resources

At March 31, 2001, the Company had a working capital deficiency
of $489,212.  The ratio of current assets to current
liabilities was approximately .55 to 1 at March 31, 2001.  At
March 31, 2001, the Company had a stockholders' deficiency of
$276,198.  To date, the Company has funded its activities
principally from cash flows generated from operations. However,
the Company anticipates cash flows from operating activities to
be negative over the foreseeable future.  The Company's
financing plan involves near term financing.  The Company had
an outstanding line of credit amount of $60,000 at March 31,
2001.

Forward-Looking Statements

This report contains certain forward-looking statements and
information relating to the Company that are based on the
beliefs and assumptions made by the Company's management as
well as information currently available to
the management.  When used in this document, the words
"anticipate", "believe", "estimate", and "expect" and similar
expressions, are intended to identify forward-looking
statements.  Such statements reflect the current views of the
Company with respect to future events and are subject to
certain risks, uncertainties and assumptions.  Should one or
more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated,
believed, estimated or expected.  The Company does not intend
to update these forward-looking statements.


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, 2001.

               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: August 20, 2001         By: /s/ Jay Rifkin
                               Jay Rifkin, President



Dated: August 20, 2001         By: /s/ Jay Rifkin
                               Jay Rifkin,
                               Principal Financial Officer