U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 33-19034
APHRODITE SOFTWARE CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada 87-0442890
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2751 Golden Eye Drive, Sandy, Utah 84093
(Address of principal executive offices)
(801) 942-4727
(Issuer's telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last
report)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the issuer
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X]
No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under
a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
3,480,000 shares of common stock.
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FORM 10-QSB
APHRODITE SOFTWARE CORPORATION
INDEX
Page
PART I. Financial Information 2
Financial Statements 3
Balance Sheets - May 31, 2000 and
February 28, 2000 3
Statements of Operations - Three Months
Ended May 31, 2000 and 1999, and
From Inception to May 31, 2000 4
Statements of Cash Flows - Three Months
Ended May 31, 2000 and 1999, and
From Inception to May 31, 2000 5
Notes to Consolidated Financial
Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
PART II. Other Information 9
Signatures 9
2
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APHRODITE SOFTWARE CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
May 31, February 29,
2000 2000
(Unaudited)
CURRENT ASSETS
Cash $ 11,776 $ 12,721
Total Current Assets $ 11,776 $ 12,721
TOTAL ASSETS $ 11,776 $ 12,721
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 608 $ 803
Total Liabilities 608 803
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value,
5,000,000 shares authorized: -0- shares
issued and outstanding
Common stock: $0.001 par value, 50,000,000
shares authorized; 3,480,000 shares
issued and outstanding 3,480 3,480
Additional paid-in capital 28,520 28,520
Deficit accumulated during the development
stage (20,832) (20,082)
Total Stockholders' Equity 11,168 11,918
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,776 $ 12,721
The accompanying notes are an integral part of these financial
statements.
3
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APHRODITE SOFTWARE CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception on
For the February 20,
Three Months Ended 1987 Through
May 31, May 31,
2000 1999 2000
REVENUES $ - $ - $ -
EXPENSES 750 - 20,832
NET LOSS $ (750) $ - $ (20,832)
BASIC LOSS PER SHARE $ (0.00) $ 0.00
BASIC WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 3,480,000 480,000
The accompanying notes are an integral part of these financial
statements.
4
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APHRODITE SOFTWARE CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception on
For the February 20,
Three Months Ended 1987 Through
May 31, May 31,
2000 1999 2000
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (750) $ - $ (20,832)
Adjustments to reconcile net loss to
net cash used by operating activities:
Increase (decrease) in accounts payable (195) - 608
Net Cash Used by Operating
Activities (945) - (20,224)
CASH FLOWS FROM INVESTING
ACTIVITIES: - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock for cash - - 32,000
Net Cash Provided by Financing
Activities - - 32,000
NET INCREASE (DECREASE)
IN CASH (945) - 11,776
CASH AT BEGINNING OF PERIOD 12,721 - -
CASH AT END OF PERIOD $ 11,776 $ - $ 11,776
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION
Cash paid for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
The accompanying notes are an integral part of these financial
statements.
5
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APHRODITE SOFTWARE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
May 31, 2000 and February 29, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Aphrodite Software Corporation (the Company) was
organized February 20, 1987 under the laws of the State
of Utah for the purpose of developing and marketing
computer software and all manner of computer related
products and services. The Company has had no
significant operations since inception and is considered
a development stage company in accordance with Statement
of Financial Accounting Standards No. 7.
On October 2, 1999, the Company amended their articles of
incorporation by changing the par value of the Company's
common stock from zero par value to $0.001. The Company
also authorized a preferred class of stock in the amount
of 5,000,000 shares having a par value of $0.001.
b. Provision for Taxes
At May 31, 2000, the Company had net operating loss
carryforwards of approximately $20,800 that may be offset
against future taxable income through 2020. No tax
benefit has been reported in the financial statements,
because the Company believes there is a 50% or greater
chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the net
operating loss carryforwards are offset by a valuation
allowance of the same amount.
c. Accounting Method
The financial statements are prepared using the accrual
method of accounting. The Company has elected a February
year end.
d. Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
e. Cash and Cash Equivalents
The Company considers all highly liquid investments with
a maturity of three months or less when purchased to be
cash equivalents.
f. Basic Loss Per Share
Basic loss per share has been calculated based on the
weighted average number of shares of common stock
outstanding during the period.
6
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APHRODITE SOFTWARE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
May 31, 2000 and February 29, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Revenue Recognition Policy
The Company currently has no source of revenues. Revenue
recognition policies will be determined when principal
operations begin.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of
assets and liquidation of liabilities in the normal
course of business. The Company has not established
revenues sufficient to cover its operating costs and
allow it to continue as a going concern. Management
intends to seek a merger with an existing, operating
company. In the interim, it has committed to meeting
the Company's minimal operating expenses.
7
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three Month periods Ended May 31, 2000 and 1999.
The Company had no revenues from continuing operations for the
three-month periods ended May 31, 2000 and 1999. Expenses were
$750 for the three months ended May 31, 2000 and $0 for the same
period in 1999. As a result of the foregoing factors, the
Company realized a net loss of $750 for the quarter ended May 31,
2000, and did not realize any gains or loss for the three months
ended May 31, 1999. The Company continues to operate at a net
loss of $20,832 from inception on February 20, 1987 through May
31, 2000.
Liquidity and Capital Resources
At May 31, 2000, the Company had working capital of $11,168. In
October 1999, the Company sold 3,000,000 shares of common stock
to a limited group of private investors for $20,000 in cash. As
a result of this financing, management believes that the Company
has sufficient cash to fund its limited operations through
February 2001. However, there can be no assurances to that
effect, as the Company has no significant revenues and the
Company's need for capital may change dramatically if it acquires
an interest in a business opportunity during that period. The
Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company,
and (ii) search for potential businesses, products, technologies
and companies for acquisition. At present, the Company has no
understandings, commitments or agreements with respect to the
acquisition of any business venture, and there can be no
assurance that the Company will identify a business venture
suitable for acquisition in the future. Further, there can be no
assurance that the Company would be successful in consummating
any acquisition on favorable terms or that it will be able to
profitably manage any business venture it acquires.
8
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PART II. OTHER INFORMATION
EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS: Included only with the electronic filing of this
report is the Financial Data Schedule for the three-month period
ended May 31, 2000 (Exhibit Ref. No. 27).
REPORTS ON FORM 8-K: 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.
APHRODITE SOFTWARE CORPORATION
Date: July 13, 2000 By: /s/ Jared C. Southwick,
Secretary and Treasurer
9
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