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 November 30, 1999
[ ] 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 [ ]
No [ X]
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 - November 30, 1999 and 3
February 28, 1999
Statements of Operations - Three Months 4
and Nine Months Ended November 30, 1999 and
1998, and From Inception to November 30, 1999
Statements of Cash Flows - Three Months 5
and Nine Months Ended November 30, 1999 and
1998, and From Inception to November 30, 1999
Notes to Consolidated Financial 6
Statements
Management's Discussion and Analysis of 7
Financial Condition and Results of
Operations
PART II. Other Information 8
Signatures 8
PART I.
Financial Information
In the opinion of management, the accompanying unaudited
financial statements included in this Form 10-QSB reflect all
adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the results of operations
for the periods presented. The results of operations for the
periods presented are not necessarily indicative of the results
to be expected for the full year.
2
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APHRODITE SOFTWARE CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
November 30, February 28,
1999 1999
(Unaudited)
CURRENT ASSETS
Cash $ 14,817 $ -
TOTAL ASSETS $ 14,817 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,284 $ 1,562
Total Liabilities 1,284 1,562
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; $-0- par value, 50,000,000 shares
authorized; 3,480,000 shares issued and 480,000
shares issued and outstanding, respectively 32,000 12,000
Deficit accumulated during the development stage (18,467) (13,562)
Total Stockholders' Equity (Deficit) 13,533 (1,562)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 14,817 $ -
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 For the February 20,
Three Months Ended Nine Months Ended 1987 Through
November 30, November 30, November 30,
1999 1998 1999 1998 1999
REVENUES $ - $ - $ - $ - $ -
EXPENSES 4,380 - 4,905 - 18,467
NET LOSS $ (4,380) $ - $(4,905) $ - $(18,467)
BASIC LOSS PER SHARE $ (0.00) $ 0.00 $ (0.00) $ 0.00
BASIC WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,125,985 480,000 1,125,985 480,000
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 For the February 20,
Three Months Nine Months 1987 Through
Ended Ended November 30,
November 30, November 30,
1999 1998 1999 1998 1999
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (4,380) $ - $ (4,905) $ - $(18,467)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Increase (decrease) in accounts
payable (803) - (278) - 1,284
Net Cash Used by Operating
Activities (5,183) - (5,183) - (17,183)
CASH FLOWS FROM INVESTING
ACTIVITIES: - - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock for
cash 20,000 - 20,000 - 32,000
Net Cash Provided by Financing
Activities 20,000 - 20,000 - 32,000
NET INCREASE (DECREASE)
IN CASH 14,817 - 14,817 - 14,817
CASH AT BEGINNING OF PERIOD - - - - -
CASH AT END OF PERIOD $ 14,817 - $ 14,817 - $ 14,817
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
November 30, 1999 and February 28, 1999
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared
by the Company without audit. In the opinion of
management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows
at November 30, 1999 and 1998 and for all periods
presented have been made.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance
with generally accepted accounting principles have been
condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction
with the financial statements and notes thereto included
in the Company's February 28, 1999 audited financial
statements. The results of operations for periods ended
November 30, 1999 and 1998 are not necessarily indicative
of the operating results for the full years.
NOTE 2 - STOCK TRANSACTIONS
On October 2, 1999, the Company issued 3,000,000 shares of
common stock for $20,000 cash consideration.
6
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three-Month and Nine Month Periods Ended November 30, 1999 and
1998.
The Company had no revenue from continuing operations for the
three-month and nine-month periods ended November 30,1999 and
1998.
General and administrative expenses of $4,380 for the three-month
period ended November 30, 1999, consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs. General and administrative expenses for the
nine-month period ended December 30, 1999, were $4,905. The
Company had no such expenses for the same periods in 1998.
As a result of the foregoing factors, the Company realized a net
loss of $4,905 for the nine-month period ended November 30, 1999
and $0 for the comparable period in 1998.
Liquidity and Capital Resources
At November 30, 1999, the Company had working capital of $13,533.
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.
PART II.
Other Information
Item 4. Submission of Matters to a Vote of Security Holders
At a special meeting of stockholders held on November 3,
1999, the stockholders approved the following items:
(1) The election of Kent N. Dixon, Julie S. Dixon, and Kevin K.
Dixon as directors of the Company; and
(2) A change in domicile of the Company from Utah to Nevada
through a merger of the Company with and into a Nevada
corporation formed for that purpose.
7
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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 November 30, 1999 (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: June 20, 2000 By: /s/ Kent N. Dixon, President
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