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 August 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 - August 31, 2000 and 3
February 29, 2000
Statements of Operations - Three Months 4
and Six Months
Ended August 31, 2000 and 1999, and
From Inception to August 31, 2000
Statements of Cash Flows - Three Months 5
and Six Months
Ended August 31, 2000 and 1999, and
From Inception to August 31, 2000
Notes to Condensed Financial Statements 6
Management's Discussion and Analysis of 9
Financial Condition and Results of
Operations
PART II. Other Information 10
Signatres 10
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]
CONDENSED BALANCE SHEETS
[Unaudited]
ASSETS
August 31, February 29,
2000 2000
___________ ___________
CURRENT ASSETS:
Cash in bank $ 11,461 $ 12,721
___________ ___________
Total Current Assets 11,461 12,721
___________ ___________
$ 11,461 $ 12,721
__________________________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,247 $ 803
___________ ___________
Total Current Liabilities 2,247 803
___________ ___________
STOCKHOLDERS' EQUITY:
Preferred stock, $001 par value,
5,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.001 par value,
50,000,000 shares authorized,
3,480,000 shares issued and
outstanding 3,480 3,480
Capital in excess of par value 28,520 28,520
Deficit accumulated during the
development stage (22,786) (20,082)
___________ ___________
Total Stockholders' Equity 9,214 11,918
___________ ___________
$ 11,461 $ 12,721
__________________________
Note: The balance sheet at February 29, 2000 was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
3
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APHRODITE SOFTWARE CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
For the Three For the Six From Inception
Months Ended Months Ended on February 20,
August 31, August 31, 1987 Through
___________________________________ August 31,
2000 1999 2000 1999 2000
______ _______ _______ ______ ________
REVENUE: $ - $ - $ - $ - $ -
______ _______ _______ ______ ________
EXPENSES:
General and Administrative 1,954 525 2,704 525 22,786
______ _______ _______ ______ ______
LOSS BEFORE INCOME
TAXES (1,954) (525) (2,704) (525) (22,786)
CURRENT TAX EXPENSE - - - - -
DEFERRED TAX EXPENSE - - - - -
______ _______ _______ ______ ______
NET LOSS $(1,954) $ (525) $ (2,704) $ (525) (22,786)
______ _____ _______ _____ _______
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00) $ (.00) $ (.03)
______ ______ _______ ______ _______
The accompanying notes are an integral part of these unaudited condensed
financial statements.
4
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APHRODITE SOFTWARE CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited]
For the Six From Inception
Months Ended on February 20,
August 31, 1987 Through
__________________ August 31,
2000 1999 2000
_______ ______ _______
Cash Flows From Operating
Activities:
Net loss $ (2,704) $ (525) $ (22,786)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes is assets and liabilities:
Increase (Decrease) in accounts payable 1,444 525 2,247
_______ ______ _______
Net Cash (Used) by Operating Activities (1,260) - (20,539)
_______ ______ _______
Cash Flows From Investing Activities - - -
_______ ______ _______
Net Cash Provided by Investing Activities - - -
_______ ______ _______
Cash Flows From Financing Activities:
Proceeds from issuance of common stock - - 32,000
_______ ______ _______
Net Cash Provided by Financing Activities - - 32,000
_______ ______ _______
Net Increase (Decrease) in Cash (1,260) - 11,461
Cash at Beginning of Period 12,721 - -
_______ ______ _______
Cash at End of Period $11,461 $ - $ 11,461
_______ ______ _______
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For the six months ended August 31, 2000:
None
For the six months ended August 31, 1999:
None
The accompanying notes are an integral part of these unaudited condensed
financial statements.
5
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APHRODITE SOFTWARE CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Aphrodite Software Corporation (the Company) was
organized under the laws of the state of Utah on February 20, 1987
for the purpose of developing and marketing computer software and all
manner of computer related products and services. The Company has
not commenced planned principal operations and is considered a
development stage company as defined in Statement of Financial
Accounting Standards (SFAS) No. 7. The Company has, at the present
time, not paid any dividends and any dividends that may be paid in
the future will depend upon the financial requirements of the Company
and other relevant factors.
In November 1999, the Company merged with Aphrodite Software
Corporation (a Nevada Corporation) in order to effect a change of
domicile.
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 August 31, 2000 and
1999 and for the periods then ended 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 29, 2000 audited financial statements. The
results of operations for the periods ended August 31, 2000 are not
necessarily indicative of the operating results for the full year.
Loss Per Share - The computation of loss per share is based on the
weighted average number of shares outstanding during the period
presented in accordance with Statement of Financial Accounting
Standards No. 128, "Earnings Per Share". [See Note 6]
Cash and Cash Equivalents - For purposes of the financial statements,
the Company considers all highly liquid debt investments purchased
with a maturity of three months or less to be cash equivalents.
Accounting 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, the disclosures of contingent
assets and liabilities at the date of the financial statements, and
the reported amount of revenues and expenses during the reported
period. Actual results could differ from those estimated.
6
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APHRODITE SOFTWARE CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Recently Enacted Accounting Standards - Statement of Financial
Accounting Standards, (SFAS) No. 135 "Rescission of FASB Statement
No. 75 and Technical Corrections", SFAS No. 136, "Transfers of
Assets to a not for profit organization or charitable trust that
raises or holds contributions for others, " and SFAS No. 137, "
Accounting for Derivative Instruments and Hedging Activities -
deferral of the effective date of FASB Statement No. 133 (an
amendment of FASB Statement No. 133)," were recently issued. SFAS
No. 135, 136, and 137 have no current applicability to the Company
or their effect on the financial statements would not have been
significant.
NOTE 2 - CAPITAL STOCK
In November 1999, the Company amended their Articles of
Incorporation which called for a change in par value from no par
value to $.001 par value. The change also granted the board of
directors the rights to prescribe and authorize the issuance of
additional classes and series of stock with distinguishing
designations. The aggregate number of shares of stock, in
addition to common stock, the Corporation shall have authority to
issue is 5,000,000 shares with a par value of $.001 per share.
Common Stock - During the November 1999, the Company issued
3,000,000 shares of its previously authorized, but unissued common
stock. The shares were issued for cash of $20,000 (or $.0067 per
share).
During February 1987, in connection with its organization, the
Company issued 480,000 shares of its previously authorized, but
unissued common stock. The shares were issued for cash of $12,000
(or $.025 per share).
NOTE 3 - INCOME TAXES
Standards No. 109 "Accounting for Income Taxes". SFAS No. 109
requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary
reporting differences between book and tax accounting methods and
any available operating loss or tax credit carryforwards. At
August 31, 2000, the Company has available unused operating loss
carryforwards of approximately $22,700, which may be applied
against future taxable income and which expire in 2019 through
2020.
The amount of and ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is dependent
, in part upon the tax laws in effect, the future earnings of the
Company, and other future events, the effects of which cannot be
determined. Because of the uncertainty surrounding the
realization of the loss carryforwards the Company has established
a valuation allowance equal to the tax effect of the loss
carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax
assets are approximately $7,700 and $6,800 as of August 31, 2000
and February 29, 2000, respectively, with an offsetting valuation
allowance at each period end of the same amount resulting in a
change in the valuation allowance of approximately $900 for the
six months ended August 31, 2000.
7
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APHRODITE SOFTWARE CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - For the three and six months ended August
31, 2000, the Company did not pay any compensation to any officer or
director of the Company.
Office Space - The Company has not had a need to rent office space.
An officer/shareholder of the Company is allowing the Company to use
his/her office as a mailing address, as needed, at no expense to the
Company.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern. However,
the Company has incurred losses since its inception and has not yet
been successful in establishing profitable operations. These factors
raise substantial doubt about the ability of the Company to continue
as a going concern. In this regard, management is proposing to raise
any necessary additional funds not provided by operations through
additional sales of its common stock. There is no assurance that the
Company will be successful in raising this additional capital or
achieving profitable operations. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
NOTE 6 - LOSS PER SHARE
The following data show the amounts used in computing loss per share
for the periods presented:
For the Three For the Six From Inception
Months Ended Months Ended on February 20,
August 31, August 31, 1987 Through
________________________________ August 31,
2000 1999 2000 1999 2000
________________________________ _______
Loss from continuing operation
available to common shareholders
(numerator) $ (1,954) $(525) $(2,704) $(525) $(22,786)
________________________________ ______
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 3,480,000 480,000 3,480,000 480,000 665,630
________________________________ ______
8
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three-Month and Six Month Periods Ended August 31, 2000 and 1999.
The Company had no revenues from continuing operations for the
three-month and six-month periods ended August 31, 2000 and 1999.
Expenses were $1,954 and $2,704 for the respective three-month
and six-month periods ended August 31, 2000, which consisted of
general corporate administration, legal and professional
expenses, and accounting and auditing costs. The Company had
expenses of $525 for the same periods in 1999.
As a result of the foregoing factors, the Company realized a net
loss of $1,954 and $2,704 for the three-month and six-month
periods ended August 31, 2000, as compared to the $525 in net
losses for the same periods in 1999. The Company continues to
operate at a net loss of $22,786 from inception on February 20,
1987 through August 31, 2000.
Liquidity and Capital Resources
At August 31, 2000, the Company had a working capital of $9,214.
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.
9
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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 six-month period
ended August 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: October 16, 2000 By:/s/ Jared C. Southwick,
Secretary and Treasurer
10
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