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, 2001, 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.)

     311 South State, Suite 460, Salt Lake City, Utah  84111
      (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 [X]  No [  ]

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, 2001, the Registrant had outstanding 3,480,000
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                                  7

3.   Legal Proceedings                                          7

4.   Submission of Matters to a Vote of Security Holders        7

Part II

5.   Market for Common Equity and Related Stockholder           7
     Matters

6.   Management's Discussion and Analysis of Financial          8
     Condition and Results of Operations

7.   Financial Statements                                       8

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

Part III

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

10.  Executive Compensation                                     9

11.  Security Ownership of Certain Beneficial Owners and       10
     Management

12.  Certain Relationships and Related Transactions            11

13.  Exhibits and Reports on Form 8-K                          11

Signatures                                                     12

                                 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

                                  3
<PAGE>

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 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

                              4
<PAGE>

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
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

                                5
<PAGE>

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 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 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

                               6
<PAGE>

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 311 South State, Suite 460,
Salt Lake City, Utah 84111, provided by Lynn Dixon, an affiliate of
the Company.  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, 2001.

                            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.  The Company intends to
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.

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 February 28, 2001, there were
approximately 56 holders of record of the Company's Common Stock.

Recent Sales of Unregistered Securities

In October 1999, the Company issued 3,000,000 shares of common
stock in exchange for a total of $20,000.  The shares were issued
in a private transaction that did not involve any commission or
public solicitation and without registration in reliance on the
exemption provided by Section 4(2) of the 1933 Securities Act.
The following identifies the name of the purchaser, amount of
shares purchased and consideration paid.

          Name                Shares           Consideration

    Cherry Hill, Inc.         750,000             $5,000

       Lynn Dixon             750,000             $5,000

    Melissa Epperson          750,000             $5,000

       Pam Jowett             750,000             $5,000

                                7
<PAGE>

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

Results of Operations

Years Ended February 28, 2001 and 2000

The Company had no operations or revenue during the last two
fiscal years.

The Company had general and administrative expenses of $5,436 for
the year ended February 28, 2001, as compared to $6,520 for the
year ended February 29, 2000.  These expenses are attributable to
the administrative, legal, professional, accounting and auditing
costs associated with the filing requirements of a public
reporting company.

Due to the foregoing, the Company realized a net loss of $5,436
for the year ended February 28, 2001, as compared to a net loss
of $6,520 for the year ended February 29, 2000.  The Company does
not expect to generate any meaningful revenue or incur operating
expenses unless and until it acquires an interest in an operating
company.


Liquidity and Capital Resources

At February 28, 2001, the Company had $7,353 in cash, and $871 in
accounts payable giving the Company a working capital of $6,482.

Management believes that the Company has sufficient cash to meet
its operational needs for the next twelve months.  However, the
Company's need for capital may change dramatically if and during
that period, it acquires an interest in a business opportunity.
In such case, Management will attempt to raise additional capital
through loans from related parties, debt financing, equity
financing or a combination of financing options.  Currently,
there are no understandings, commitments or agreements for such
an infusion of capital and there be no assurances to that effect.
Unless the Company can obtain additional financing, its ability
to continue as a going concern after the next twelve-month period
or after an acquisition is doubtful.

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.

                  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 F-
1.

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

The independent auditors of the Company for the fiscal year ended
February 29, 2001 were HJ & Associates, LLC, formerly Jones
Jensen & Company ("HJ").  On June 4, 2001, the Company formerly

                               8
<PAGE>

terminated the engagement of HJ as its independent auditors.  The
accounting firm of Pritchett, Siler & Hardy, P.C. ("PSH") has
been approved by the Board of Directors of the Company to serve
as independent auditors of the Company for the year ended
February 28, 2001.  The Company has been advised that neither PSH
nor any of its members or associates has any relationship with
the Company or any of its affiliates, except in the firm's
proposed capacity as the Company's independent auditors.

During the fiscal year ended February 29, 2000, the financial
statements of the Company did not contain any adverse opinion or
disclaimer of opinion from the Company's former independent
auditors, and were not modified as to uncertainty, audit scope,
or accounting principles, except the reports issued by HJ
contained a statement expressing doubt about the ability of the
Company to continue as a going concern due to its status as a
development stage company with no significant operating results.
During the year ended February 29, 2000, and from that date to
the present, there were no disagreements with the former
independent auditors on any matter of accounting principles,
financial statement disclosure, or auditing scope or procedure
which, if not resolved to the former independent auditor's
satisfaction, would have caused it to make reference to the
subject matter of the disagreement in connection with its audit
report.

                            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.

Name                Age  Positions                       Since

Kent N. Dixon       43   President and Director           1987

Jared Southwick     28   Secretary/ Treasurer and         1999
                         Director

Jason Williams      28   Director                         1999

All directors hold office until the next annual meeting of
stockholders and until their successors are duly elected and
qualified.  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.  Mr. 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 C. Southwick.  Mr. Southwick received an Associates of
Science degree from the Salt Lake Community College in 1997, and
is completing a bachelor's degree in E-Business.  Since 1999, Mr.
Southwick has been working as a consultant for Sonos Management
Corporation and the University of Utah.  From February 1997 to
December 1998, he was the pharmacy coordinator for the Utah
Community Health Association.  In 1996, he worked as a pharmacy
technician for Rx America.  Mr. Southwick is also secretary and
treasurer of Ventures-United, Inc., a public inactive "shell"
company

Jason Williams.  Mr. 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

                              9
<PAGE>

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 May 30, 2001, the number and
percentage of the 3,480,000 outstanding shares of common stock
which, according to the information supplied to the Company, were
beneficially owned by (i) each person who is currently an
executive officer or director of the Company, (ii) all current
officers and directors of the Company as a group and (iii) 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.

    Principal Stockholders       Common Shares      Percent of
                                                      Class
Kent N. Dixon (1) (2)               320,000            9.19
2751 Golden Eye Drive
Sandy, Utah 84093

Julie S. Dixon (2)                  320,000            9.19
2751 Golden Eye Drive
Sandy, Utah 84093

Jared Southwick (1)                  1,100             0.03
277 East Mill Street
Bountiful, UT 84010

                              10
<PAGE>


Jason Williams (1)                    -0-              0.00
311 S. State Street, Suite 440
Salt Lake City, UT 84111

Lynn Dixon                          750,000           21.55
311 S. State Street, Suite 440
Salt Lake City, UT 84111

Cherry Hill, Inc.                   750,000           21.55
295 Greenwich Street, Suite 131
New York, NY 10007

Melissa Epperson                    750,000           21.55
34 North Fox Hill Road
North Salt Lake, UT 84054

Pam Jowett                          750,000           21.55
2508 S. 1300 East
Salt Lake City, UT 84106

All officers and directors as a     321,100            9.22
group (3 persons)

  (1)  Officers and/or directors of the Company.

  (2)  Kent N. Dixon and Julie S. Dixon are husband wife.  Each
       holds 160,000 shares of record and is deemed to have voting or
       investment control with respect to the others shares.

    ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company utilizes office space at 311 South State, Suite 460,
Salt Lake City, Utah 84111, provided by Lynn Dixon, an affiliate
of the Company.  The Company does not pay rent for this office space

           ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Form 8-K Filings

No reports on Form 8-K were filed in the last fiscal quarter of
the year ended February 28, 2001.

Exhibits

  SEC Ref No.           Title of Document            Location

     16.1        Letter on change in certifying      Attached
                 accountant

                               11
<PAGE>

                           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 6, 2001                By: /s/ Kent N. Dixon
                                   		 Kent N. Dixon
                                           President

Date:  June 6, 2001                By: /s/ Jared Southwick
							 Jared Southwick
                                   		 Secretary and Treasurer

     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.


Date:  June 6, 2001              /s/ Kent N. Dixon
                                 	 Kent N. Dixon
                                 	 Director

Date:  June 6, 2001              /s/ Jared Southwick
                                 	 Jared Southwick
                                 	 Director

Date:  June 6, 2001              /s/ Jason Williams
  	                               Jason Williams
       	                         Director

                                 12
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)

                      FINANCIAL STATEMENTS

                        February 28, 2001


                            I N D E X




                                                                  PAGE

        -   Independent Auditors' Report                           F-1


        -   Independent Auditors' Report by HJ & Associates        F-2


        -   Balance Sheet, February 28, 2001                       F-3


        -   Statements of Operations, for the years ended          F-4
              February 28, 2001 and 2000 and for the period
              from inception on February 20, 1987 through
              February 28, 2001


        -  Statement of Stockholders' Equity, from                 F-5
             inception on February 20, 1987 through
             February 28, 2001


        -    Statements of Cash Flows, for the years ended         F-6
               February 28, 2001 and 2000 and for the period
               from inception on February 20, 1987 through
               February 28, 2001


        - Notes to Financial statements                            F-7



                                 13
<PAGE>





                  INDEPENDENT AUDITORS' REPORT



Board of Directors
APHRODITE SOFTWARE CORPORATION
Salt Lake City, Utah

We have audited the accompanying balance sheet of Aphrodite
Software Corporation [a development stage company] at February
28, 2001, and the related statements of operations, stockholders'
equity and cash flows for the year ended February 28, 2001.
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. The
financial statements of Aphrodite Software Corporation as of and
for the year ended February 29, 2000 were audited by other
auditors whose report, dated June 7, 2000 expressed an
unqualified opinion on these financial statements and included an
explanatory paragraph expressing concern about the Company's
ability to continue as a going concern.  The financial statements
as of February 29, 2000 reflect an accumulated deficit of
$20,082.  The other auditors' report has been furnished to us,
and our opinion, insofar as it relates to the amounts included
for such prior periods, is based solely on the report of the
other auditors.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other
auditors, the financial statements audited by us present fairly,
in all material respects, the financial position of Aphrodite
Software Corporation as of February 28, 2001, and the results of
its operations and its cash flows for the year ended February 28,
2001, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed Note
5 to the financial statements, the Company has suffered losses
since 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.
Management's plans in regards to these matters are also described
in Note 5.  The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.



PRITCHETT, SILER & HARDY, P.C.

April 10, 2001
Salt Lake City, Utah

                                 F-1
<PAGE>

                  INDEPENDENT AUDITORS' REPORT


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


We have audited the accompanying statement of operations,
stockholders' equity (deficit), and cash flows of Aphrodite
Software Corporation (a development stage company) for the year
ended February 29, 2000.  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 audit 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 audit provides 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 (a development stage company)
as of February 29, 2000 and the results of its operations and its
cash flows for the year ended February 29, 2000 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 5 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 5.  The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.




HJ & Associates, LLC
Salt Lake City, Utah
June 7, 2000

                                 F-2
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  [A Development Stage Company]

                          BALANCE SHEET



                             ASSETS


                                                      February 28,
                                                          2001
                                                      ___________
CURRENT ASSETS:
  Cash                                                 $    7,353
                                                      ___________
        Total Current Assets                                7,353
                                                      ___________
                                                       $    7,353
                                                     _____________


              LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                                     $      871
                                                      ___________
        Total Current Liabilities                             871
                                                      ___________

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
  Capital in excess of par value                           28,520
  Deficit accumulated during the
    development stage                                     (25,518)
                                                      ___________
        Total Stockholders' Equity                          6,482
                                                      ___________
                                                       $    7,353
                                                     _____________


  The accompanying notes are an integral part of this financial
                           statement.

                                 F-3
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  [A Development Stage Company]


                    STATEMENTS OF OPERATIONS




                                          For the          From Inception
                                         Year Ended       on February 20,
                                  _____________________     1987 Through
                                  February 28, February 29, February 28,
                                       2001     2000           2001
                                 _____________  __________  ___________
                                                            (Unaudited)
REVENUE                             $       -   $       -    $       -
                                 _____________  __________  ___________


EXPENSES:
  General and Administrative            5,436       6,520       25,518
                                 _____________  __________  ___________

LOSS BEFORE INCOME
  TAXES                                (5,436)     (6,520)     (25,518)

CURRENT TAX EXPENSE                         -           -            -

DEFERRED TAX EXPENSE                        -           -            -
                                 _____________  __________  ___________


NET LOSS                           $   (5,436)  $  (6,520)  $  (25,518)
                                 _____________  __________  ___________


LOSS PER COMMON SHARE              $     (.00)  $    (.00)  $     (.03)
                                 _____________  __________  ___________



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

                               F-4
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  [A Development Stage Company]

                STATEMENT OF STOCKHOLDERS' EQUITY

         FROM THE DATE OF INCEPTION ON FEBRUARY 20, 1987

                    THROUGH FEBRUARY 28, 2001
<TABLE>
<CAPTION>

                                                                                  Deficit
                                                                                Accumulated
                                 Preferred Stock   Common Stock    Capital in    During the
                                 ________________ ______________   Excess of     Development
                                  Shares  Amount  Shares  Amount   Par Value       Stage
<S>                              <C>      <C>     <C>     <C>      <C>          <C>
                                 _______  _______ _______ ________ __________    __________
BALANCE, February 20, 1987          -  $    -        -  $     -  $      -      $       -

Issuance of 480,000 shares
  common stock for cash,
  at $.025 per share                -       -  480,000     480    11,520               -

Net loss for the period from
  inception on February 20,
  1987 through February 28, 1997    -       -        -        -         -        (13,288)
                                 _______  _______ _______ ________ _________      __________

BALANCE, February 28 , 1997         -       -   480,000     480    11,520        (13,288)

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


BALANCE, February 28, 1998         -        -   480,000     480    11,520        (13,439)

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

BALANCE, February 28, 1999        -         -   480,000     480    11,520        (13,562)

Issuance of 3,000,000 shares
  of common stock for cash,
  October 1999 at $.0067 per
  share                           -         -  3,000,000  3,000    17,000             -

Net loss for the year ended
  February 28, 2000               -         -         -       -         -        (6,520)
                               _______  _______  ________  _______ _________    __________


BALANCE, February 28, 2000        -        -  3,480,000   3,480    28,520       (20,082)

Net loss for the year ended
  February 28, 2001               -        -          -       -         -        (5,436)
                               _______  _______  ________  _______ _________    __________


Balance, February 28, 2001        -  $     -  3,480,000 $ 3,480 $  28,520    $  (25,518)
                               _______  _______  ________  _______ _________    __________
</TABLE>
  The accompanying notes are an integral part of this financial
                           statement.

                                 F-5
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS

        INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>



                                                     For the               From Inception
                                                    Year Ended             on February 20,
                                            _____________________________    1987 Through
                                            February 28,    February 29,    February 28,
                                                 2001           2000           2001
<S>                                        <C>             <C>            <C>
                                           _____________   _____________  _____________
                                                                           (Unaudited)
Cash Flows From Operating
  Activities:
 Net loss                                  $     (5,436)   $     (6,520)  $    (25,518)
 Adjustments to reconcile net loss to
   net cash used by operating activities:
  Changes is assets and liabilities:
    Increase (Decrease) in accounts
       payable                                       68            (759)           871
                                           _____________   _____________  _____________
     Net Cash (Used) by Operating
      Activities                                 (5,368)         (7,279)       (24,647)
                                           _____________   _____________  _____________
Cash Flows From Investing Activities

     Net Cash Provided by Investing
       Activities                                     -               -              -
                                           _____________   _____________  _____________
Cash Flows From Financing Activities:
 Proceeds from issuance of common stock               -          20,000         32,000
                                           _____________   _____________  _____________
     Net Cash Provided by Financing
      Activities                                      -          20,000         32,000
                                           _____________   _____________  _____________
Net Increase (Decrease) in Cash                       -          12,721          7,353

Cash at Beginning of Period                      12,721              -               -
                                            _____________   _____________  _____________
Cash at End of Period                      $      7,353    $    12,721    $      7,353
                                            _____________   _____________  _____________
Supplemental Disclosures of Cash Flow Information:

 Cash paid during the period for:
   Interest                                $         -     $         -    $         -
   Income taxes                            $         -     $         -    $         -

</TABLE>
Supplemental Schedule of Noncash Investing and Financing
Activities:

  For the year ended February 28, 2001:
     None

  For the year ended February 28, 2000:
     None

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

                               F-6
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  [A Development Stage Company]

                  NOTES TO 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 but subsequently changed its domicile to Nevada during
  November 1999.  The Company was formed for the purpose of
  developing and marketing computer software and all manner of
  computer related products and services.  For the past few years
  the Company has had no active business but continues to seek
  potential business ventures.  The Company 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.

  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.

  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]

  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.

  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.

                                F-7
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

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.

  During October 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 February 28, 2001, the Company
  has available unused operating loss carryforwards of
  approximately $25,000, which may be applied against future
  taxable income and which expire in various years 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 $8,500 as of February 28, 2001 with an
  offsetting valuation allowance at each period end of the same
  amount resulting in a change in the valuation allowance of
  approximately $1,800 for the year ended February 28, 2001.

NOTE 4 - RELATED PARTY TRANSACTIONS

  Management Compensation - For the year ended February 28, 2001,
  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 office as a mailing address, as needed, at no
  expense to the Company.

                              F-8
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

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 was 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>
<CAPTION>

                                             For the            From Inception
                                            Year Ended          on February 20,
                                      ______________________    1987 Through
                                      February 28, February 29,  February 28,
                                           2001          2000       2001
<S>                                  <C>           <C>           <C>
                                      ____________ ____________  _____________
                                                                   (Unaudited)
    Loss from continuing operations
    available to common shareholders
    (numerator)                       $    (5,436) $    (6,520)  $(    25,518)
                                      ____________ ____________  _____________

    Weighted average number of
    common shares outstanding used
    in loss per share for the period
    (denominator)                       3,480,000    1,709,508        765,630
                                      ____________ ____________  _____________

</TABLE>
                               F-9
<PAGE>