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, 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: At
January 10, 2001, there were 3,480,000 shares of common stock
outstanding.
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FORM 10-QSB
APHRODITE SOFTWARE CORPORATION
INDEX
Page
PART I. Item 1. Financial Information 2
Financial Statements 3
Balance Sheets - November 30, 2000 and 3
February 29, 2000
Statements of Operations - Three Months 4
and Nine Months
Ended November 30, 2000 and 1999, and
From Inception to November 30, 2000
Statements of Cash Flows - Three Months 5
and Nine Months
Ended November 30, 2000 and 1999, and
From Inception to November 30, 2000
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis or 9
Plan of Operation
PART II. Other Information 9
Signatures 10
2
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PART I.
Item 1. Financial Information
APHRODITE SOFTWARE CORPORATION
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
ASSETS
November 30, February 29,
2000 2000
___________ ___________
CURRENT ASSETS:
Cash in bank $ 8,359 $ 12,721
___________ ___________
Total Current Assets 8,359 12,721
___________ ___________
$ 8,359 $ 12,721
__________________________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 650 $ 803
___________ ___________
Total Current Liabilities 650 803
___________ ___________
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 (24,291) (20,082)
___________ ___________
Total Stockholders' Equity 7,709 11,918
___________ ___________
$ 8,359 $ 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
<PAGE>
APHRODITE SOFTWARE CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
<TABLE>
<CAPTION>
For the Three For the Nine From Inception
Months Ended Months Ended on February 20,
November 30, November 30, 1987 Through
___________________________________ November 30,
2000 1999 2000 1999 2000
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
EXPENSES:
General and Administrative 1,505 4,380 4,209 4,905 24,291
LOSS BEFORE INCOME
TAXES (1,505) (4,380) (4,209) (4,905) (24,291)
CURRENT TAX EXPENSE - - - - -
DEFERRED TAX EXPENSE - - - - -
NET LOSS $(1,505) $ (4,380) $ (4,209) $ (4,905) $(24,291)
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00) $ (.00) $ (.03)
<TABLE/>
The accompanying notes are an integral part of these unaudited
condensed financial statements.
4
<PAGE>
APHRODITE SOFTWARE CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
[Unaudited]
For the Nine From Inception
Months Ended on February 20,
November 30, 1987 Through
_________________ November 30,
2000 1999 2000
Cash Flows From Operating
Activities:
Net loss $ (4,209) $ (4,905) $ (24,291)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities:
Increase (Decrease) in accounts payable (153) (278) 650
Net Cash (Used) by Operating Activities (4,362) (5,183) (23,641)
Cash Flows From Investing Activities - - -
Net Cash Provided by Investing Activities - - -
Cash Flows From Financing Activities:
Proceeds from issuance of common stock - 20,000 2,000
Net Cash Provided by Financing Activities - 20,000 32,000
Net Increase (Decrease) in Cash (4,362) 14,817 8,359
Cash at Beginning of Period 12,721 - -
Cash at End of Period $ 8,359 $ 14,817 $ 8,359
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 Nine months ended November 30, 2000:
None
For the Nine months ended November 30, 1999:
None
The accompanying notes are an integral part of these unaudited
condensed financial statements.
5
<PAGE>
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
November 30, 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
November 30, 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
<PAGE>
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. 136, "Transfers of Assets to a
not for profit organization or charitable trust that raises or
holds contributions for others", 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.),", SFAS No. 138 "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - and
Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS No.
53 and Amendment to SFAS No. 63, 89 and 21", and SFAS No. 140,
"Accounting to Transfer and Servicing of Financial Assets and
Extinguishment of Liabilities", were recently issued SFAS No.
136, 137, 138, 139 and 140 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 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
The Company accounts for income taxes in accordance with
Statement of Financial Accounting 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
November 30, 2000, the Company has available unused operating
loss carryforwards of approximately $24,200, 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 $8,200 and $6,800 as
of November 30, 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 $1,400 for the nine months ended November 30,
2000.
7
<PAGE>
APHRODITE SOFTWARE CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - For the three and nine months ended
November 30, 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:
</TABLE>
<TABLE>
<CAPTION>
For the Three For the Nine From Inception
Months Ended Months Ended on February 20,
November 30, November 30, 1987 Through
____________________________________ November 30,
2000 1999 2000 1999 2000
<S> <C> <C> <C> <C> <C>
Loss from continuing operations
available to common shareholders
(numerator) $ (1,505) $ (4,380) $ (4,209) $ (4,905) $ (24,291)
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 3,480,000 1,125,985 3,480,000 1,125,985 716,811
<TABLE/>
8
<PAGE>
Item 2. Management's Discussion and Analysis or Plan Of
Operation
Results of Operations
Three and Nine Months Ended November 30, 2000 and 1999.
The Company had no revenue from continuing operations for the
three and nine months ended November 30, 2000 and 1999.
General and administrative expenses for the three-month periods
that ended November 30, 2000 and 1999 were $1,505 and $4,380,
respectively. General and administrative expenses for the nine-
month periods that ended November 30, 2000 and 1999 were $4,209
and $4,905, respectively. These expenses consisted of general
corporate administration, legal and professional expenses, and
accounting and auditing costs.
As a result of the foregoing factors, the Company realized net
losses of $1,505 and $4,209 for the three and nine-month periods
that ended November 30, 2000, compared to net losses of $4,380
and $4,905 for the same periods in 1999.
Liquidity and Capital Resources
At November 30, 2000, the Company had $8,359 in cash on hand with
a working capital of approximately $7,709.
Currently, the Company has no material commitments for capital
expenditures and Management believes that it has sufficient cash
to meet its operational needs for the next twelve months. If
required, Management may attempt to raise additional capital for
its current operational needs through loans from its officers,
debt financing, equity financing or a combination of financing
options. However, there are no existing understandings,
commitments or agreements for such an infusion; nor can there be
assurances to that effect. Moreover, the Company's need for
capital may change dramatically if and during that period it
acquires an interest in a business opportunity.
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
EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
None.
Reports on Form 8-K
None
9
<PAGE>
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: January 10, 2001 By:/s/ Jared C. Southwick,
Secretary and Treasurer
10
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