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, 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:
480,000 shares of common stock.
<PAGE>
FORM 10-QSB
APHRODITE SOFTWARE CORPORATION
INDEX
Page
PART I. Financial Information 2
Financial Statements 3
Balance Sheets - May 31, 1999 and 3
February 28, 1999
Statements of Operations - Three Months 4
Ended May 31, 1999 and 1998, and
From Inception to May 31, 1999
Statements of Cash Flows - Three Months 5
Ended May 31, 1999 and 1998, and
From Inception to May 31, 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
<PAGE>
APHRODITE SOFTWARE CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
May 31, February 28,
1999 1999
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,562 $ 1,562
Total Liabilities 1,562 1,562
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: $-0- par value, 50,000,000 shares
authorized; 480,000 shares issued and outstanding 12,000 12,000
Deficit accumulated during the development stage (13,562) (13,562)
Total Stockholders' Equity (Deficit) (1,562) (1,562)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
The accompanying notes are an integral part of these financial
statements.
3
<PAGE>
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,
1999 1998 1999
REVENUES $ - $ - $ -
EXPENSES - - 13,562
NET LOSS $ - $ - $(13,562)
BASIC LOSS PER SHARE $ 0.00 $ 0.00
BASIC WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 480,000 480,000
The accompanying notes are an integral part of these financial
statements.
4
<PAGE>
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,
1999 1998 1999
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ - $ - $(13,562)
Adjustments to reconcile net loss to
net cash used by operating activities:
Increase (decrease) in accounts payable - - 1,562
Net Cash Used by Operating
Activities - - (12,000)
CASH FLOWS FROM INVESTING
ACTIVITIES: - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock for cash - - 12,000
Net Cash Provided by Financing
Activities - - 12,000
NET INCREASE (DECREASE)
IN CASH - - -
CASH AT BEGINNING OF PERIOD - - -
CASH AT END OF PERIOD $ - $ - $ -
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION
Cash paid for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
The accompanying notes are an integral part of these financial
statements.
5
<PAGE>
APHRODITE SOFTWARE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
May 31, 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 May 31, 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
May 31, 1999 an 1998 are not necessarily indicative of
the operating results for the full years.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three Month periods Ended May 31, 1999 and 1998.
The Company had no revenues or expenses from continuing
operations for the three-month periods ended May 31, 1999 and
1998. As a result of the foregoing factors, the Company did not
realize any gains or losses for the three months ended May 31,
1999 and 1998. The Company continues to operate at a net loss of
$13,562 from inception on February 20, 1987 through May 31, 1999.
Liquidity and Capital Resources
At May 31, 1999, the Company had working capital deficit of
$1,562. 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 subsequent 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.
7
<PAGE>
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, 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
8
<PAGE>
