U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549


                           FORM 10-KSB


[X]   Annual  report  pursuant to section  13  or  15(d)  of  the
Securities  Exchange  Act  of 1934  for  the  fiscal  year  ended
February 28, 1999, or

[  ]   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
   (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 and Zip Code)

Issuer's Telephone Number:  (801) 942-4727

Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:  None


Check  whether  the issuer (1) filed all reports required  to  be
filed by sections 13 or 15(d) of the Exchange Act during the past
12 months (or 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]

Check  if there is no disclosure of delinquent filers in response
to  Item  405  of Regulation S-B in this form, and no  disclosure
will  be  contained,  to the best of registrant's  knowledge,  in
definitive  proxy  or  information  statements  incorporated   by
reference  in  Part III of this Form 10-KSB or any  amendment  to
this Form 10-KSB.  [X]

The  Registrant's  revenues (consisting only of interest  income)
for its most recent fiscal year:  $0.

The   aggregate  market  value  of  voting  stock  held  by  non-
affiliates:   As  of the date this report is filed  there  is  no
public  market  for  the  common stock  of  the  issuer,  so  the
aggregate market value of such stock is $0.

As  of  February 28, 1999, the Registrant had outstanding 480,000
shares of Common Stock, par value $0.001.

Documents incorporated by reference:  None.

<PAGE>


                        TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                     Page

Part I

1.   Description of Business                                    3

2.   Description of Properties                                  6

3.   Legal Proceedings                                          6

4.   Submission of Matters to a Vote of Security Holders        6

Part II

5.    Market  for  Common Equity and  Related  Stockholder      6
      Matters

6.    Management's  Discussion and Analysis  of  Financial      7
      Condition and Results of Operations

7.   Financial Statements                                       7

8.   Changes in and Disagreements with Accountants              7
     on Accounting and Financial Disclosure

Part III

9.   Directors, Executive Officers, Promoters and Control       7
     Persons; Compliance with Section 16(a) of the Exchange Act

10.  Executive Compensation                                     8

11.  Security Ownership of Certain Beneficial Owners  and       8
     Management

12.  Certain Relationships and Related Transactions             9

13.  Exhibits and Reports on Form 8-K                           9

                                2
<PAGE>

FORWARD-LOOKING STATEMENT NOTICE

     When used in this report, the words "may," "will," "expect,"
"anticipate,"  "continue," "estimate," "project,"  "intend,"  and
similar  expressions  are  intended to  identify  forward-looking
statements  within the meaning of Section 27a of  the  Securities
Act  of  1933 and Section 21e of the Securities Exchange  Act  of
1934 regarding events, conditions, and financial trends that  may
affect   the  Company's  future  plans  of  operations,  business
strategy,  operating  results, and financial  position.   Persons
reviewing  this  report  are cautioned that  any  forward-looking
statements  are  not  guarantees of future  performance  and  are
subject  to  risks and uncertainties and that actual results  may
differ  materially from those included within the forward-looking
statements  as  a  result of various factors.  Such  factors  are
discussed  under the headings "Item 1.  Description of Business,"
and  "Item  6.  Management's Discussion and Analysis of Financial
Condition  and  Results of Operations," and also include  general
economic  factors and conditions that may directly or  indirectly
impact   the   Company's  financial  condition  or   results   of
operations.


                             PART I

                ITEM 1.  DESCRIPTION OF BUSINESS
General

For  the  past  ten years the Company has had no active  business
operations,  and  has been seeking to acquire an  interest  in  a
business  with  long-term  growth  potential.   The  Company  was
originally formed as a Utah corporation in February 1987.  It has
been  an  inactive  shell corporation for at least  the  past  10
years.   In  October 1999, the Company sold 3,000,000  shares  of
common stock in a private placement to four investors at a  price
of  $0.0067 per share, or a total of $20,000.  In November  1999,
the  stockholders approved a change in domicile  of  the  Company
from Utah to Nevada.

The  Company  currently  has  no  commitment  or  arrangement  to
participate  in a business and cannot now predict  what  type  of
business it may enter into or acquire.  It is emphasized that the
business  objectives discussed herein are extremely  general  and
are  not  intended  to be restrictive on the  discretion  of  the
Company's management.

Selection of a Business

The  Company anticipates that businesses for possible acquisition
will  be referred by various sources, including its officers  and
directors,   professional  advisors,  securities  broker-dealers,
venture  capitalists,  members of the  financial  community,  and
others  who may present unsolicited proposals.  The Company  will
not  engage  in  any  general solicitation or advertising  for  a
business opportunity, and will rely on personal contacts  of  its
officers  and directors and their affiliates, as well as indirect
associations  between  them and other business  and  professional
people.   By  relying  on "word of mouth",  the  Company  may  be
limited  in the number of potential acquisitions it can identify.
While  it  is  not  presently anticipated that the  Company  will
engage  unaffiliated professional firms specializing in  business
acquisitions  or reorganizations, such firms may be  retained  if
management deems it in the best interest of the Company.

Compensation  to a finder or business acquisition firm  may  take
various  forms, including one-time cash payments, payments  based
on  a  percentage  of revenues or product sales volume,  payments
involving  issuance  of  securities  (including  those   of   the
Company),  or  any  combination of these  or  other  compensation
arrangements.  Consequently, the Company is currently  unable  to
predict the cost of utilizing such services.

The  Company  will  not  restrict its search  to  any  particular
business,  industry,  or  geographical location,  and  management
reserves  the  right  to  evaluate and enter  into  any  type  of
business in any location.  The Company may participate in a newly
organized business venture or a more established company entering
a  new  phase  of  growth  or in need of  additional  capital  to
overcome  existing financial problems.  Participation  in  a  new
business  venture entails greater risks since in  many  instances
management  of such a venture will not have proved  its  ability,
the  eventual  market of such venture's product or services  will
likely  not be established, and the profitability of the  venture
will  be  unproved  and cannot be predicted accurately.   If  the
Company participates in a more established

                                3
<PAGE>

firm  with existing financial problems, it may be subjected  to
risk  because the financial resources of the Company may  not  be
adequate  to  eliminate or reverse the circumstances  leading  to
such financial problems.
In  seeking  a business venture, the decision of management  will
not  be  controlled  by  an  attempt to  take  advantage  of  any
anticipated   or   perceived  appeal  of  a  specific   industry,
management group, product, or industry, but will be based on  the
business  objective of seeking long-term capital appreciation  in
the real value of the Company.

The analysis of new businesses will be undertaken by or under the
supervision   of  the  officers  and  directors.   In   analyzing
prospective businesses, management will consider, to  the  extent
applicable,  the available technical, financial,  and  managerial
resources;  working capital and other prospects for  the  future;
the  nature of present and expected competition; the quality  and
experience of management services which may be available and  the
depth  of  that  management; the potential for further  research,
development,  or  exploration;  the  potential  for  growth   and
expansion;  the  potential  for  profit;  the  perceived   public
recognition  or  acceptance of products, services,  or  trade  or
service marks; name identification; and other relevant factors.

The  decision to participate in a specific business may be  based
on  management's  analysis of the quality  of  the  other  firm's
management  and personnel, the anticipated acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological
changes,   and  other  factors  which  are  difficult,   if   not
impossible,  to  analyze through any objective criteria.   It  is
anticipated that the results of operations of a specific firm may
not  necessarily be indicative of the potential  for  the  future
because  of  the  requirement  to substantially  shift  marketing
approaches, expand significantly, change product emphasis, change
or substantially augment management, and other factors.

The  Company  will  analyze  all available  factors  and  make  a
determination  based on a composite of available  facts,  without
reliance  on  any  single factor.  The period  within  which  the
Company  may  participate in a business cannot be  predicted  and
will  depend  on  circumstances  beyond  the  Company's  control,
including  the availability of businesses, the time required  for
the  Company  to  complete  its  investigation  and  analysis  of
prospective  businesses, the time required to prepare appropriate
documents    and   agreements   providing   for   the   Company's
participation, and other circumstances.

Acquisition of a Business

In   implementing   a   structure  for  a   particular   business
acquisition,  the  Company  may  become  a  party  to  a  merger,
consolidation,  or other reorganization with another  corporation
or  entity; joint venture; license; purchase and sale of  assets;
or  purchase and sale of stock, the exact nature of which  cannot
now  be  predicted.  Notwithstanding the above, the Company  does
not  intend to participate in a business through the purchase  of
minority  stock positions.  On the consummation of a transaction,
it  is likely that the present management and shareholders of the
Company  will not be in control of the Company.  In  addition,  a
majority  or all of the Company's directors may, as part  of  the
terms  of the acquisition transaction, resign and be replaced  by
new directors without a vote of the Company's shareholders.

In  connection with the Company's acquisition of a business,  the
present  shareholders  of  the Company,  including  officers  and
directors, may, as a negotiated element of the acquisition,  sell
a  portion or all of the Company's Common Stock held by them at a
significant  premium  over  their  original  investment  in   the
Company.   It  is  not  unusual  for  affiliates  of  the  entity
participating  in  the  reorganization to negotiate  to  purchase
shares  held by the present shareholders in order to  reduce  the
number  of  "restricted securities" held  by  persons  no  longer
affiliated  with  the  Company and thereby reduce  the  potential
adverse impact on the public market in the Company's Common Stock
that could result from substantial sales of such shares after the
restrictions  no  longer  apply.  As  a  result  of  such  sales,
affiliates   of   the  entity  participating  in   the   business
reorganization with the Company would acquire a higher percentage
of  equity  ownership in the Company. Public investors  will  not
receive  any  portion of the premium that  may  be  paid  in  the
foregoing circumstances.  Furthermore, the Company's shareholders
may  not be afforded an opportunity to approve or consent to  any
particular stock buy-out transaction.

In  the  event  sales  of shares by present shareholders  of  the
Company,  including  officers  and  directors,  is  a  negotiated
element of a future acquisition, a conflict of interest may arise
because  directors  will be negotiating for  the  acquisition  on
behalf of the Company and for sale of their shares for their  own
respective accounts.  Where a
business  opportunity  is  well suited  for  acquisition  by  the
Company,  but  affiliates of the business  opportunity  impose  a
condition that management sell their shares at a price  which  is
unacceptable to them, management may not

                                4
<PAGE>

sacrifice their financial interest for the Company to  complete
the  transaction.   Where the business opportunity  is  not  well
suited,  but  the  price offered management for their  shares  is
high,  management  will be tempted to effect the  acquisition  to
realize  a  substantial  gain on their  shares  in  the  Company.
Management has not adopted any policy for resolving the foregoing
potential  conflicts, should they arise, and does not  intend  to
obtain  an  independent appraisal to determine whether any  price
that  may be offered for their shares is fair.  Stockholders must
rely,  instead,  on the obligation of management to  fulfill  its
fiduciary  duty under state law to act in the best  interests  of
the Company and its stockholders.

It  is  anticipated  that  any  securities  issued  in  any  such
reorganization  would be issued in reliance  on  exemptions  from
registration under applicable federal and state securities  laws.
In  some circumstances, however, as a negotiated element  of  the
transaction,  the Company may agree to register  such  securities
either  at the time the transaction is consummated, under certain
conditions, or at specified times thereafter.  Although the terms
of such registration rights and the number of securities, if any,
which  may be registered cannot be predicted, it may be  expected
that   registration  of  securities  by  the  Company  in   these
circumstances  would entail substantial expense to  the  Company.
The  issuance  of  substantial additional  securities  and  their
potential  sale into any trading market that may develop  in  the
Company's securities may have a depressive effect on such market.

While the actual terms of a transaction to which the Company  may
be  a  party  cannot  be predicted, it may be expected  that  the
parties  to  the business transaction will find it  desirable  to
structure  the acquisition as a so-called "tax-free" event  under
sections 351 or 368(a) of the Internal Revenue Code of 1986, (the
"Code").  In order to obtain tax-free treatment under section 351
of the Code, it would be necessary for the owners of the acquired
business  to own 80% or more of the voting stock of the surviving
entity.   In  such event, the shareholders of the  Company  would
retain less than 20% of the issued and outstanding shares of  the
surviving entity.  Section 368(a)(1) of the Code provides for tax-
free   treatment  of  certain  business  reorganizations  between
corporate  entities  where  one corporation  is  merged  with  or
acquires   the  securities  or  assets  of  another  corporation.
Generally, the Company will be the acquiring corporation in  such
a  business  reorganization,  and  the  tax-free  status  of  the
transaction  will  not  depend on the issuance  of  any  specific
amount  of  the Company's voting securities.  It is not uncommon,
however,  that as a negotiated element of a transaction completed
in  reliance  on  section  368, the acquiring  corporation  issue
securities  in  such  an  amount that  the  shareholders  of  the
acquired corporation will hold 50% or more of the voting stock of
the  surviving  entity.   Consequently, there  is  a  substantial
possibility  that  the  shareholders of the  Company  immediately
prior to the transaction would retain less than 50% of the issued
and  outstanding  shares  of  the surviving  entity.   Therefore,
regardless  of the form of the business acquisition,  it  may  be
anticipated   that   stockholders  immediately   prior   to   the
transaction  will  experience a significant  reduction  in  their
percentage of ownership in the Company.

Notwithstanding  the  fact that the Company  is  technically  the
acquiring   entity  in  the  foregoing  circumstances,  generally
accepted accounting principles will ordinarily require that  such
transaction be accounted for as if the Company had been  acquired
by  the other entity owning the business and, therefore, will not
permit  a  write-up in the carrying value of the  assets  of  the
other company.

The  manner in which the Company participates in a business  will
depend  on  the nature of the business, the respective needs  and
desires of the Company and other parties, the management  of  the
business,  and the relative negotiating strength of  the  Company
and such other management.

The  Company  will  participate in  a  business  only  after  the
negotiation  and  execution  of appropriate  written  agreements.
Although  the  terms  of  such agreements  cannot  be  predicted,
generally  such  agreements will require specific representations
and  warranties  by  all  of the parties  thereto,  will  specify
certain  events of default, will detail the terms of closing  and
the  conditions  which must be satisfied by each of  the  parties
prior  to such closing, will outline the manner of bearing  costs
if  the  transaction is not closed, will set  forth  remedies  on
default, and will include miscellaneous other terms.

Operation of Business After Acquisition

The  Company's operation following its acquisition of a  business
will  be dependent on the nature of the business and the interest
acquired.   The Company is unable to predict whether the  Company
will be in control of the business or

                                5
<PAGE>

whether  present management will be in control of  the  Company
following the acquisition.  It may be expected that the  business
will  present  various risks, which cannot be  predicted  at  the
present time.

Governmental Regulation

It is impossible to predict the government regulation, if any, to
which  the  Company  may  be subject until  it  has  acquired  an
interest  in  a  business.  The use of assets and/or  conduct  of
businesses  that  the  Company may acquire could  subject  it  to
environmental,  public health and safety,  land  use,  trade,  or
other  governmental regulations and state or local taxation.   In
selecting  a business in which to acquire an interest, management
will  endeavor  to  ascertain,  to  the  extent  of  the  limited
resources   of  the  Company,  the  effects  of  such  government
regulation  on  the  prospective business  of  the  Company.   In
certain  circumstances, however, such as the  acquisition  of  an
interest  in a new or start-up business activity, it may  not  be
possible  to  predict with any degree of accuracy the  impact  of
government regulation.  The inability to ascertain the effect  of
government  regulation  on a prospective business  activity  will
make  the  acquisition of an interest in such business  a  higher
risk.

Competition

The  Company will be involved in intense competition  with  other
business  entities,  many of which will have a  competitive  edge
over  the Company by virtue of their stronger financial resources
and prior experience in business.  There is no assurance that the
Company will be successful in obtaining suitable investments.

Employees

The  Company is a development stage company and currently has  no
employees.  Executive officers, who are not compensated for their
time  contributed to the Company, will devote only such  time  to
the  affairs  of the Company as they deem appropriate,  which  is
estimated  to  be  approximately 20 hours per month  per  person.
Management  of the Company expects to use consultants, attorneys,
and  accountants as necessary, and does not anticipate a need  to
engage  any  full-time employees so long as  it  is  seeking  and
evaluating  businesses.   The  need  for  employees   and   their
availability  will  be addressed in connection  with  a  decision
whether  or not to acquire or participate in a specific  business
industry.

               ITEM 2.  DESCRIPTION OF PROPERTIES

The  Company  utilizes  office space at 2751  Golden  Eye  Drive,
Sandy,  Utah  84093, provided by Kent N. Dixon,  an  officer  and
director.  The Company does not pay rent for this office space.

                   ITEM 3.  LEGAL PROCEEDINGS

The  Company is not a party to any legal proceedings, and to  the
best  of  its  knowledge, no such proceedings by or  against  the
Company have been threatened.

  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders in the
fiscal quarter ended February 28, 1999.


                            PART III

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There  has been no public trading market for the Company's common
stock  for at least the past ten years.  Following the filing  of
this  report,  the  Company  will seek  out  one  or  more  stock
brokerage  firms to make a market in the Company's  common  stock
and  submit an application for quotation of the Company's  common
stock  on  the  OTC  Bulletin  Board  operated  by  the  National
Association  of  Securities Dealers, Inc., or the  "Pink  Sheets"
operated by the National Quotation Bureau.  There is no assurance
that a trading market in the common stock will be established  in
the future.

                                6
<PAGE>

Since its inception, no dividends have been paid on the Company's
common stock.  The Company intends to retain any earnings for use
in  its  business  activities, so it is  not  expected  that  any
dividends  on the common stock will be declared and paid  in  the
foreseeable   future.   On  December   31,   1999,   there   were
approximately 64 holders of record of the Company's Common Stock.

             ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Years Ended February 28, 1999 and 1998

The Company had no revenue during the last two fiscal years.  The
Company  had nominal general and administrative expenses of  $123
for the year ended February 28, 1999, and $151 for the year ended
February  28,  1998.  General and administrative expenses  during
fiscal  years 1999 and 1998 arose from maintaining the  Company's
corporate existence.  The Company realized a net loss of $123  in
fiscal year 1999, and $151 in fiscal year 1998.  The Company does
not  expect to generate any revenue unless and until it  acquires
an interest in an operating company.

Liquidity and Capital Resources

At  February 28, 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.  The Company's current plan  is
to  handle  the  administrative and reporting requirements  of  a
public  company;  and 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, product, technology
or  company  and there can be no assurance that the Company  will
identify  any  such  business,  product,  technology  or  company
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 the business, product, technology or company it
acquires.

                    ITEM 7.  FINANCIAL STATEMENTS

The financial statements of the Company appear at the end of this
report  beginning with the Index to Financial Statements on  page
11.

    ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants
in the past three years.


                            PART III

  ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                            PERSONS;
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Officers

The  following  table sets forth the names, ages,  and  positions
with  the Company for each of the directors and officers  of  the
Company.

                                7
<PAGE>


Name                Age  Positions                       Since

Kent N. Dixon       42   President and Director           1987

Jared Southwick     27   Secretary/Treasurer and Director 1999

Jason Williams      27   Director                         1999

All  directors  hold  office until the  next  annual  meeting  of
stockholders and until their successors are elected and  qualify.
Officers serve at the discretion of the Board of Directors.

The  following is information on the business experience of  each
director and officer.

Kent  N.  Dixon has, for the past five years, been an  owner  and
executive  officer of Crusader Computer, Inc., a private  company
engaged in the sale of computer products.

Jared  Southwick is currently working as a Consultant  for  Sonos
Management  and  the  University of Utah.  He  was  the  pharmacy
coordinator  for  the Association for Utah Community  Health  for
three  years and worked as a pharmacy technician for Rx  America.
Jared  has  an  Associates  Degree in Science,  is  completing  a
bachelors degree in Business Information Systems, and is  working
towards an MBA.

Jason  Williams  is currently working as a Network  Administrator
for the University of Utah and Bonneville Communications.  He was
the  manager  for  Advantage Networks from January  to  September
1999,  the general manager for Maxwell Asphalt from January  1996
to January 1999, and employed by Ampco Parking Systems.

                ITEM 10.  EXECUTIVE COMPENSATION

The  Company  has  no  agreement  or  understanding,  express  or
implied, with any officer, director, or principal stockholder, or
their  affiliates  or associates, regarding employment  with  the
Company  or  compensation for services. There is no understanding
between the Company and any of its present stockholders regarding
the  sale of a portion or all of the common stock currently  held
by  them  in  connection  with any future  participation  by  the
Company in a business.  There are no other plans, understandings,
or arrangements whereby any of the Company's officers, directors,
or   principal  stockholders,  or  any  of  their  affiliates  or
associates,  would  receive  funds, stock,  or  other  assets  in
connection  with the Company's participation in a  business.   No
advances have been made or contemplated by the Company to any  of
its  officers, directors, or principal stockholders,  or  any  of
their affiliates or associates.

There is no policy that prevents management from adopting a  plan
or  agreement in the future that would provide for cash or  stock
based compensation for services rendered to the Company.

On  acquisition  of  a  business, it  is  possible  that  current
management will resign and be replaced by persons associated with
the  business  acquired, particularly if the Company participates
in   a  business  by  effecting  a  stock  exchange,  merger,  or
consolidation.   In  the  event  that  any  member   of   current
management  remains after effecting a business acquisition,  that
member's time commitment and compensation will likely be adjusted
based  on  the  nature  and location of  such  business  and  the
services required, which cannot now be foreseen.

  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                           MANAGEMENT

The  following  table  sets forth as of December  31,  1999,  the
number  and percentage of the outstanding shares of common  stock
which, according to the information supplied to the Company, were
beneficially owned by (i) each person who is currently a director
of  the  Company, (ii) each executive officer, (iii) all  current
directors  and executive officers of the Company as a  group  and
(iv)  each  person who, to the knowledge of the Company,  is  the
beneficial owner of more than 5% of the outstanding common stock.
Except  as  otherwise indicated, the persons named in  the  table
have sole voting and dispositive power with respect to all shares
beneficially  owned,  subject to community  property  laws  where
applicable.

                                8
<PAGE>

                             Common              Percent of
                             Shares                Class

Principal
Stockholders

Kent N. Dixon (1)           160,000                 4.6%
2751 Golden Eye Drive
Sandy, Utah 84093

Jared Southwick (1)          1,100                  .03%
311 S. State Street,
Suite 440
Salt  Lake City, UT 84111

Jason Williams (1)              0                     0
311 S. State Street, Suite 440
Salt  Lake City, UT 84111

Kevin K. Dixon (1)              0                     0
2751 Golden Eye Drive
Sandy, Utah 84093

Julie S. Dixon              160,000                 4.6%
2751 Golden Eye Drive
Sandy, Utah 84093

Pam Jowett                  750,000                21.6%
2508 S. 1300 East
Salt Lake City, UT 84106

Lynn Dixon                  750,000                21.6%
311 S. State Street,
Suite 440
Salt Lake City, UT 84111

Cherry Hill, Inc.           750,000                21.6%
295 Greenwich Street,
Suite 131
New York, NY 10007

Melissa Epperson            750,000                21.6%
34 North Fox Hill Road
North Lake City, UT 84054

All officers and directors  321,100                 9.2%
 as A group (5 persons)

  (1) These persons are all of the officers and directors of  the
Company.   Kent N. Dixon is married to Julie S. Dixon,  who  owns
160,000  shares.  Accordingly, Mr. Dixon may be  deemed  to  have
shared voting and investment control of such shares.

    ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None
          ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Copies  of  the following documents are included as  exhibits  to
this  report  pursuant  to  Item 601  of  Regulation  S-B.    The
exhibits  appear  at  the end of this report beginning  with  the
Index to Exhibits on page 18.
Exhibits.

                                9
<PAGE>

Exhibit   SEC Ref.     Title of Document                    Location*
  No.       No.

  1       (3)(i)       Articles of Incorporation                12

  2       (3)(ii)      By-Laws                                  15

  3       (10)         Articles of Merger                       23

  4       (27)         Financial Data Schedules                 25

*     The  Financial  Data  Schedule is  presented  only  in  the
electronic filing with the Securities and Exchange Commission.

FORM 8-K FILINGS

No reports on Form 8-K were filed in the last calendar quarter of
1998.

                           SIGNATURES

      In accordance with Section 13 or 15(d) 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

      In  accordance with the Exchange Act, this report has  been
signed  by the following persons on behalf of the registrant  and
in the capacities and on the dates indicated.


Dated: June 20, 2000                  /s/ Kent N. Dixon, Director


Dated: June 20, 2000                  /s/ Jared Southwick, Director


Dated: June 19, 2000                  /s/ Jason Williams, Director

                               10
<PAGE>

               APHRODITE SOFTWARE CORPORATION
                (A Development Stage Company)

                    FINANCIAL STATEMENTS

                      February 28, 1999



                       C O N T E N T S


Independent Auditors' Report                               3

Balance Sheet                                              4

Statements of Operations                                   5

Statements of Stockholders' Equity (Deficit)               6

Statements of Cash Flows                                   7

Notes to the Financial Statements                          8


                             F-1
<PAGE>

                INDEPENDENT AUDITORS' REPORT


Board of Directors
Aphrodite Software Corporation
(A Development Stage Company)
Sandy, Utah


We  have  audited the accompanying balance sheet of Aphrodite
Software  Corporation  (a development stage  company)  as  of
February  28, 1999, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the  years
ended February 28, 1999 and 1998.  These financial statements
are  the  responsibility  of the Company's  management.   Our
responsibility  is to express an opinion on  these  financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform  the  audit  to  obtain  reasonable  assurance  about
whether   the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test  basis,
evidence  supporting  the  amounts  and  disclosures  in  the
financial  statements.  An audit also includes assessing  the
accounting principles used and significant estimates made  by
management,  as  well  as evaluating  the  overall  financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our  opinion, the financial statements referred to  above
present  fairly,  in  all  material respects,  the  financial
position of Aphrodite Software Corporation as of February 28,
1999 and the results of its operations and its cash flows for
the years ended February 28, 1999 and 1998 in conformity with
generally accepted accounting principles.

The   accounting  financial  statements  have  been  prepared
assuming  that the Company will continue as a going  concern.
As  discussed  in  Note  2 to the financial  statements,  the
Company  is  a development stage company with no  significant
operating  revenues to date, which raises  substantial  doubt
about   its   ability  to  continue  as  a   going   concern.
Management's  plans  in  regard to  these  matters  are  also
described in Note 2.  The financial statements to not include
any  adjustments that might result from the outcome  of  this
uncertainty.



Jones, Jensen & Company
Salt Lake City, Utah
November 23, 1999

                             F-2
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
                          Balance Sheet

                                                           February 28,
                                                               1999

CURRENT ASSETS

 Cash                                                      $    -

  Total Current Assets                                          -

  TOTAL ASSETS                                             $    -


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                          $  1,562

  Total Current Liabilities                                   1,562

  Total Liabilities                                           1,562

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock, $-0- par value, 50,000,000 shares
  authorized; 480,000 shares issued and outstanding          12,000
 Additional paid-in capital                                       -
 Deficit accumulated during the development
  stage                                                     (13,562)

  Total Stockholders' Equity (Deficit)                       (1,562)

  TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                                       $      -


 The accompanying notes are an integral part of these financial
                           statements.

                               F-3
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
                    Statements of Operations

                                                                  From
                                                              Inception on
                                                              February 20,
                                      For the Years Ended     1987 Through
                                         February 28,         February 28,
                                     1999          1998           1999
                                                               (Unaudited)

REVENUES                         $      -       $     -         $    -

EXPENSES

 General and administrative           123           151         13,562

  Total Expenses                      123           151         13,562

LOSS FROM OPERATIONS                 (123)         (151)       (13,562)

NET LOSS                         $   (123)      $  (151)      $(13,562)

BASIC LOSS PER SHARE             $  (0.00)      $ (0.00)

 The accompanying notes are an integral part of these financial
                           statements.

                               F-4
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
          Statements of Stockholders' Equity (Deficit)
  From Inception on February 20, 1987 through February 28, 1999


                                                                    Deficit
                                                                  Accumulated
                                                                  During the
                                             Common Stock         Development
                                          Shares       Amount        Stage

Balance at inception on February 20, 1987     -       $   -        $     -

Common stock issued for cash at
 $0.025 per share                       480,000      12,000              -

Net loss from inception on February 20,
 1987 through February 28, 1997               -           -        (13,288)

Balance, February 28, 1997              480,000      12,000        (13,288)

Net loss for the year ended
 February 28, 1998                            -           -           (151)

Balance, February 28, 1998              480,000      12,000        (13,439)

Net loss for the year ended
 February 28, 1999                            -           -           (123)

Balance, February 28, 1999              480,000   $  12,000      $ (13,562)


 The accompanying notes are an integral part of these financial
                           statements.

                               F-5
<PAGE>

              APHRODITE SOFTWARE CORPORATION
               (A Development Stage Company)
                 Statements of Cash Flows

                                                                     Deficit
                                                                   Accumulated
                                                                   During the
                                                  Common Stock     Development
                                              Shares       Amount     Stage
                                                                   (Unaudited)
CASH FLOWS FROM OPERATING
 ACTIVITIES

 Net loss                                    $  (123)   $  (151)   $  (13,562)
 Changes in operating assets and liabilities:
  Increase (decrease) in accounts payable        123        151         1,562

   Net Cash Used by Operating Activities           -          -       (12,000)

CASH FLOWS FROM INVESTING
 ACTIVITIES                                        -          -             -

CASH FLOWS FROM FINANCING
 ACTIVITIES

 Proceeds from issuance of common stock            -          -        12,000

   Net Cash Provided by Financing
    Activities                                     -          -        12,000

INCREASE (DECREASE) IN CASH                        -          -             -

CASH AT BEGINNING OF PERIOD                        -          -             -

CASH AT END OF PERIOD                         $    -      $   -       $     -


SUPPLEMENTAL CASH FLOW
 INFORMATION:

Cash paid for:

 Taxes                                       $     -      $   -       $     -
 Interest                                    $     -      $   -       $     -

   The accompanying notes are an integral part of these
                   financial statements.

                            F-6
<PAGE>

              APHRODITE SOFTWARE CORPORATION
               (A Development Stage Company)
             Notes to the Financial Statements
                     February 28, 1999

NOTE 1  - SUMMARY  OF   SIGNIFICANT ACCOUNTING POLICIES

       a.  Organization

       Aphrodite  Software Corporation  (the  Company)  was
       organized  February 20, 1987 under the laws  of  the
       State  of  Utah  for the purpose of  developing  and
       marketing  computer  software  and  all  manner   of
       computer   related  products  and   services.    The
       Company  has  had  no significant  operations  since
       inception  and  is  considered a  development  stage
       company  in  accordance with Statement of  Financial
       Accounting Standards No. 7.

       b.  Provision for Taxes

       At  February 28, 1999, the Company had net operating
       loss  carryforwards  of approximately  $13,000  that
       may  be offset against future taxable income through
       2014.   No  tax  benefit has been  reported  in  the
       financial  statements, because the Company  believes
       there  is  a 50% or greater chance the carryforwards
       will expire unused.  Accordingly, the potential  tax
       benefits  of  the  net operating loss  carryforwards
       are  offset  by a valuation allowance  of  the  same
       amount.

       c.  Accounting Method

       The  financial  statements are  prepared  using  the
       accrual  method  of  accounting.   The  Company  has
       elected a February 28 year end.

       d.  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 and disclosure of contingent
       assets  and liabilities at the date of the financial
       statements and the reported amounts of revenues  and
       expenses   during  the  reporting  period.    Actual
       results could differ from those estimates.

       e.  Cash and Cash Equivalents

       The  Company considers all highly liquid investments
       with  a  maturity  of  three  months  or  less  when
       purchased to be cash equivalents.

       f.  Basic Loss Per Share

       Basic  loss per share has been calculated  based  on
       the  weighted  average number of  shares  of  common
       stock outstanding during the period.

       g.  Revenue Recognition Policy

       The  Company  currently has no source  of  revenues.
       Revenue  recognition  policies  will  be  determined
       when principal operations begin.


                            F-7
<PAGE>

              APHRODITE SOFTWARE CORPORATION
               (A Development Stage Company)
             Notes to the Financial Statements
                     February 28, 1999

NOTE 2 -  GOING CONCERN

       The  Company's  financial  statements  are  prepared
       using   generally  accepted  accounting   principles
       applicable  to  a  going concern which  contemplates
       the   realization  of  assets  and  liquidation   of
       liabilities  in the normal course of business.   The
       Company  has not established revenues sufficient  to
       cover  its operating costs and allow it to  continue
       as  a  going concern.  Management intends to seek  a
       merger  with an existing, operating company, in  the
       interim  it  has committed to meeting the  Company's
       minimal operating expenses.

NOTE 3 - SUBSEQUENT EVENT

       On  October  2,  1999, the Company issued  3,000,000
       shares   of   common   stock   for   $20,000    cash
       consideration.

                            F-8
<PAGE>