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, 2002, 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, 2002,  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 Matters                 7

6.    Management's Discussion and Analysis of Financial Condition              8
      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 Management          10

12.   Certain Relationships and Related Transactions                          11

13.   Exhibits and Reports on Form 8-K                                        11

Signatures                                                                    12



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                        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

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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

                                       4
<PAGE>

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  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,

                                       5
<PAGE>

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
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

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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, 2002.

                                    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,  2002,  there  were
approximately 56 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, 2002 and 2001

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

The Company had general and administrative expenses of $5,612 for the year ended
February 28, 2002,  as compared to $5,436 for the year ended  February 28, 2001.
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 $5,612 for the year
ended  February 28, 2002, as compared to a net loss of $5,436 for the year ended

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February  28,  2001.  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,  2002,  the  Company  had $1,370 in cash,  and $500 in payables
giving the Company a working capital of $870.

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 13.

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

None

                                    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 Director        1999

Jason Williams             28   Director                                 1999

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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  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, 2002, 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

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<PAGE>

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

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 group          321,100              9.22
(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.

                                       10
<PAGE>


                    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, 2002.

Exhibits

  Exhibit     SEC Ref.    Title of Document
    No.          No.

     1         (3)(i)     Articles of Incorporation*

     2         (3)(ii)    By-Laws*

     3          (10)      Articles of Merger*

* These  exhibits are  incorporated  herein by this  reference to the  Company's
Annual  Report on Form 10-KSB for the year ended  February 28, 1999,  filed with
the Securities and Exchange Commission on June 23, 2000.


<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:  May 29, 2002                       By:   /s/ Kent N. Dixon
                                                President

Date:  May 29, 2002                       By:   /s/ 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:  May 29, 2002                      /s/ Kent N. Dixon, Director


Date:  May 29, 2002                      /s/ Jared Southwick, Director


Date:  ______, 2002                      _____________________________
                                         Jason Williams, Director



                                       12
<PAGE>


                         APHRODITE SOFTWARE CORPORATION
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                February 28, 2002


                                    I N D E X




                                                                       PAGE

--    Independent Auditors' Report                                       14


--    Balance Sheet, February 28, 2002                                   15


--    Statements of Operations, for the years ended                      16
                 February 28, 2002 and 2001 and for the period
                 from inception on February 20, 1987 through
                 February 28, 2002


--    Statement of Stockholders' Equity, from                            17
                 inception on February 20, 1987 through
                 February 28, 2002


--    Statements of Cash Flows, for the years ended                      18
                 February 28, 2002 and 2001 and for the period
                 from inception on February 20, 1987 through
                 February 28, 2002


--    Notes to Financial statements                                      19




                                       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, 2002, and the related  statements
of operations,  stockholders' equity and cash flows for the years ended February
28, 2002 and 2001 and for the period from inception on February 20, 1987 through
February 28, 2002.  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 audit. 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
in the  United  States of  America.  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, 2002,
and the  results  of its  operations  and its cash  flows  for the  years  ended
February  28, 2002 and 2001 and for the period from  inception  on February  20,
1987 through February 28, 2002, in conformity with generally accepted accounting
principles in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 5 to the  financial
statements,  the company has  incurred  losses  since its  inception  and has no
on-going 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.

May 8, 2002
Salt Lake City, Utah

                                       14
<PAGE>


                         APHRODITE SOFTWARE CORPORATION
                          [A Development Stage Company]

                                  BALANCE SHEET


                                     ASSETS


                                                                   February 28,
                                                                      2002
                                                                   -----------
CURRENT ASSETS:
   Cash                                                            $     1,370
                                                                   -----------
          Total Current Assets                                           1,370
                                                                   -----------
                                                                   $     1,370
                                                                   ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
   Advance from a shareholder                                      $       500
                                                                   -----------
          Total Current Liabilities                                        500
                                                                   -----------

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                                                 (31,130)
                                                                   -----------
          Total Stockholders' Equity                                       870
                                                                   -----------
                                                                   $     1,370
                                                                   ===========


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

                                       15
<PAGE>


                         APHRODITE SOFTWARE CORPORATION
                          [A Development Stage Company]

                            STATEMENTS OF OPERATIONS


                                                  For the        From Inception
                                                Years Ended      on February 20,
                                               February 28,       1987 Through
                                         ------------------------  February 28,
                                             2002       2001          2002
                                         -----------  -----------  -----------
                                                                   (Unaudited)

REVENUE                                  $        -   $        -   $        -

EXPENSES:
   General and administrative                 5,612        5,436       31,130
                                         -----------  -----------  -----------
LOSS BEFORE INCOME
   TAXES                                     (5,612)      (5,436)     (31,130)

CURRENT TAX EXPENSE                               -            -            -

DEFERRED TAX EXPENSE                              -            -            -
                                         -----------  -----------  -----------

NET LOSS                                 $   (5,612)  $   (5,436)  $  (31,130)
                                         ===========  ===========  ===========

LOSS PER COMMON SHARE                    $     (.00)  $     (.00)  $     (.03)
                                         ===========  ===========  ===========






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

                                       16
<PAGE>


                         APHRODITE SOFTWARE CORPORATION
                          [A Development Stage Company]

                        STATEMENT OF STOCKHOLDERS' EQUITY

                 FROM THE DATE OF INCEPTION ON FEBRUARY 20, 1987

                            THROUGH FEBRUARY 28, 2002

<TABLE>
<S>                               <C>    <C>    <C>       <C>    <C>        <C>
                                                                            Deficit
                                    Preferred                               Accumulated
                                      Stock       Common Stock   Capital in During the
                                  ------------- ---------------- Excess of  Development
                                  Shares Amount  Shares   Amount Par Value  Stage
                                  ------ ------ --------- ------ ---------- -----------
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 18, 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 29, 2000                    -      -         -      -          -     (6,520)
                                  ------ ------ --------- ------ ---------- -----------
BALANCE, February 29, 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)

Net loss for the year ended
  February 28, 2002                    -      -         -      -          -     (5,612)
                                  ------ ------ --------- ------ ---------- -----------
BALANCE, February 28, 2002             - $    - 3,480,000 $3,480 $   28,520 $  (31,130)
                                  ====== ====== ========= ====== ========== ===========
</TABLE>

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

                                       17
<PAGE>


                         APHRODITE SOFTWARE CORPORATION
                          [A Development Stage Company]

                            STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<S>                                              <C>           <C>          <C>
                                                         For the            From Inception
                                                       Year Ended           on February 20,
                                                 --------------------------  1987 Through
                                                 February 28,  February 29,  February 28,
                                                     2002         2001          2002
                                                 ------------  ------------  -----------
                                                                             (Unaudited)
Cash Flows From Operating
  Activities:
  Net loss                                       $    (5,612)  $    (5,436)  $  (31,130)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
   Changes is assets and liabilities:
      Increase (Decrease) in accounts payable           (871)           68            -
                                                 ------------  ------------  -----------
       Net Cash (Used) by Operating Activities        (6,483)       (5,368)     (31,130)
                                                 ------------  ------------  -----------

Cash Flows From Investing Activities                       -             -            -
                                                 ------------  ------------  -----------
       Net Cash Provided by Investing
         Activities                                        -             -            -
                                                 ------------  ------------  -----------

Cash Flows From Financing Activities:
  Advance from a shareholder                             500             -          500
  Proceeds from issuance of common stock                   -             -       32,000
                                                 ------------  ------------  -----------
       Net Cash Provided by Financing Activities         500             -       32,500
                                                 ------------  ------------  -----------
Net Increase (Decrease) in Cash                       (5,983)       (5,368)       1,370

Cash at Beginning of Period                            7,353        12,721            -
                                                 ------------  ------------  -----------

Cash at End of Period                            $     1,370   $     7,353   $    1,370
                                                 ------------  ------------  -----------

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
    Interest                                     $         -   $         -   $        -
    Income taxes                                 $         -   $         -   $        -

Supplemental Schedule of Noncash Investing and Financing Activities:
   For the year ended February 28, 2002:
      None
   For the year ended February 28, 2001:
      None

</TABLE>

    The accompanying notes are an integral part of these financialstatements.

                                       18
<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 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.

     Loss Per Share - The computation of loss per share is based on the weighted
     average  number  of shares  outstanding  during  the  period  presented  in
     accordance  with  Statement  of  Financial  Accounting  Standards  No. 128,
     "Earnings Per Share". [See Note 6]

     Cash and Cash Equivalents - For purposes of the financial  statements,  the
     Company  considers  all highly  liquid debt  investments  purchased  with a
     maturity of three months or less to be cash equivalents.

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     conformity  with  generally  accepted  accounting  principles in the United
     States of America  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.  141,  "Business  Combinations",   SFAS  No.  142,
     "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset
     Retirement  Obligations",  and SFAS No. 144, "Accounting for the Impairment
     or Disposal of Long-Lived Assets", were recently issued. SFAS No. 141, 142,
     143 and 144 have no current applicability to the Company or their effect on
     the financial statements would not have been significant.

NOTE 2 - CAPITAL STOCK

     Preferred Stock - The Company has authorized  5,000,000 shares of preferred
     stock, $.001 par value, with such rights,  preferences and designations and
     to be issued in such series as  determined  by the Board of  Directors.  No
     shares are issued and outstanding at February 28, 2002.

     In November  1999,  the Company  amended its Articles of  Incorporation  to
     change the 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.

                                       19
<PAGE>


                         APHRODITE SOFTWARE CORPORATION
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK [Continued]

     Common Stock - 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).

     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).

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,  2002,  the
     Company has available unused operating loss  carryforwards of approximately
     $31,000,  which may be  applied  against  future  taxable  income and which
     expire in various years through 2023.

     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  $10,600  and  $8,500  as of  February  28,  2002  and  2001,
     respectively,  with an  offsetting  valuation  allowance of the same amount
     resulting in a change in the valuation  allowance of  approximately  $2,100
     for the year ended February 28, 2002.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Management  Compensation  - For the years ended February 28, 2002 and 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.

                                       20
<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 in the United States of America,
     which contemplate continuation of the Company as a going concern.  However,
     the Company was has incurred losses since its inception and has no on-going
     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 loans or through  additional sales of its common stock.
     There is no assurance  that the Company will be  successful in raising this
     additional  capital  or  achieving  profitable  operations.  The  financial
     statements  do not  include  any  adjustments  that might  result  from the
     outcome of these uncertainties.

NOTE 6 - LOSS PER SHARE

     The  following  data show the amounts used in computing  loss per share for
     the periods presented:

                                              For the            From Inception
                                            Year Ended           on February 20,
                                      --------------------------  1987 Through
                                      February 28,  February 29,  February 28,
                                          2002         2001          2002
                                      ------------  ------------  -----------
                                                                  (Unaudited)
      Loss from continuing operations
      available to common shareholders
      (numerator)                     $    (5,612)  $    (5,436)  $  (25,518)
                                      ------------  ------------  -----------

      Weighted average number of
      common shares outstanding used
      in loss per share for the period
      (denominator)                     3,480,000     3,480,000      947,119
                                      ------------  ------------  -----------

     Dilutive  loss per share was not  presented,  as the  Company had no common
     stock  equivalent  shares for all periods  presented  that would affect the
     computation of diluted loss per share.



                                       21