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, 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.
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FORM 10-QSB
APHRODITE SOFTWARE CORPORATION
INDEX
Page
PART I. Financial Information 2
Financial Statements 3
Balance Sheets - August 31, 1999 and 3
February 28, 1999
Statements of Operations - Three Months 4
and Six Months
Ended August 31, 1999 and 1998, and
From Inception to August 31, 1999
Statements of Cash Flows - Three Months 5
and Six Months Ended August 31, 1999
and 1998, and From Inception to August 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
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APHRODITE SOFTWARE CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
August 31, February 28,
1999 1999
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 2,087 $ 1,562
Total Liabilities 2,087 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 (14,087) (13,562)
Total Stockholders' Equity (Deficit) (2,087) (1,562)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
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,
Six Months Ended Three Months Ended 1987 Through
August 31, August 31, August 31,
1999 1998 1999 1998 1999
REVENUES $ - $ - $ - $ - $ -
EXPENSES 525 - 525 - 14,087
NET LOSS $ (525) $ - $ (525) $ - $ (14,087)
BASIC LOSS PER SHARE $ (0.00) $ 0.00 $(0.00) $ 0.00
BASIC WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 480,000 480,000 480,000 480,000
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 For the February 20,
Six Months Ended Three Months Ended 1987 Through
August 31, August 31, August 31,
1999 1998 1999 1998 1999
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (525) $ - $ (525) $ - $ (14,087)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Increase (decrease) in accounts
payable 525 - 525 - 2,087
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
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APHRODITE SOFTWARE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
August 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 August 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
August 31, 1999 and 1998 are not necessarily indicative
of the operating results for the full years.
6
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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, 1999 and 1998.
The Company had no revenue from continuing operations for the
three-month and six-month periods ended August 31,1999 and 1998.
General and administrative expenses of $525 for the three-month
and six-month periods ended August 31, 1999, consisted of general
corporate administration, legal and professional expenses, and
accounting and auditing costs. 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 $525 for the three-month and six-month periods ended
August 31, 1999 and $0 for the comparable period in 1998.
Liquidity and Capital Resources
At August 31, 1999, the Company had a working capital deficit of
$2,087. 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
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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, 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
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