U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-QSB

      [  X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended May 31, 1999

      [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from        to

                  Commission File No. 33-19034

                 APHRODITE SOFTWARE CORPORATION
(Exact name of small business issuer as specified in its charter)

            Nevada                          87-0442890
(State or Other Jurisdiction of           (IRS Employer
Incorporation or Organization)         Identification No.)

           2751 Golden Eye Drive, Sandy, Utah   84093
            (Address of principal executive offices)

                         (801) 942-4727
                   (Issuer's telephone number)

                         Not Applicable
  (Former name, address and fiscal year, if changed since last
                             report)

Check  whether the issuer (1) has filed all reports required  to
be  filed by Section 13 or 15(d) of the Exchange Act during  the
preceding 12 months (or for such shorter period that the  issuer
was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.  Yes  [  ]
No [ X]

APPLICABLE  ONLY  TO  ISSUERS INVOLVED IN BANKRUPTCY  PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports
required  to  be  filed by Sections 12,  13,  or  15(d)  of  the
Exchange Act subsequent to the distribution of securities  under
a plan confirmed by a court.  Yes  [   ]   No [    ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
State  the number of shares outstanding of each of the  issuer's
classes  of  common  equity, as of the latest practicable  date:
480,000 shares of common stock.

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                           FORM 10-QSB
                 APHRODITE SOFTWARE CORPORATION

                              INDEX
                                                       Page
PART I.   Financial Information                           2

          Financial Statements                            3

          Balance Sheets - May 31, 1999 and               3
          February 28, 1999

          Statements of Operations - Three Months         4
          Ended May 31, 1999 and 1998, and
          From Inception to May 31, 1999

          Statements of Cash Flows - Three Months         5
          Ended May 31, 1999 and 1998, and
          From Inception to May 31, 1999

          Notes     to    Consolidated    Financial       6
          Statements
          Management's Discussion and Analysis of         7
          Financial   Condition  and   Results   of
          Operations
PART II.  Other Information                               8

Signatures                                                8

                             PART I.
                      Financial Information

In   the   opinion  of  management,  the  accompanying  unaudited
financial  statements included in this Form  10-QSB  reflect  all
adjustments  (consisting  only  of  normal  recurring   accruals)
necessary  for  a fair presentation of the results of  operations
for  the  periods presented.  The results of operations  for  the
periods  presented are not necessarily indicative of the  results
to be expected for the full year.

                                2
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                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
                         Balance Sheets


                             ASSETS

                                                     May 31,      February 28,
                                                      1999           1999
                                                   (Unaudited)
CURRENT ASSETS

 Cash                                                 $   -         $  -

  TOTAL ASSETS                                        $   -         $  -


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                     $  1,562      $  1,562

  Total Liabilities                                      1,562         1,562

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock: $-0- par value, 50,000,000 shares
   authorized; 480,000 shares issued and outstanding    12,000        12,000
 Deficit accumulated during the development stage      (13,562)      (13,562)
  Total Stockholders' Equity (Deficit)                  (1,562)       (1,562)
  TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)                                  $     -       $     -



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

                                3
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                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
                    Statements of Operations
                           (Unaudited)

                                                                  From
                                                              Inception on
                                      For the                 February 20,
                                 Three Months Ended           1987 Through
                                     May 31,                     May 31,
                                1999          1998                 1999

REVENUES                        $     -      $     -           $      -

EXPENSES                              -            -             13,562

NET LOSS                        $     -      $     -           $(13,562)

BASIC LOSS PER SHARE            $  0.00      $  0.00

BASIC WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING          480,000      480,000



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

                                4
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                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
                    Statements of Cash Flows
                           (Unaudited)


                                                                      From
                                                                  Inception on
                                             For the              February 20,
                                        Three Months Ended        1987 Through
                                             May 31,                 May 31,
                                         1999          1998           1999

CASH FLOWS FROM OPERATING
 ACTIVITIES:

 Net loss                                $  -         $  -         $(13,562)
 Adjustments to reconcile net loss to
  net cash used by operating activities:
  Increase (decrease) in accounts payable   -            -            1,562

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

CASH FLOWS FROM INVESTING
 ACTIVITIES:                                -            -                -

CASH FLOWS FROM FINANCING
 ACTIVITIES:

 Issuance of common stock for cash          -            -           12,000

  Net Cash Provided by Financing
   Activities                               -            -           12,000

NET INCREASE (DECREASE)
 IN CASH                                    -            -                -

CASH AT BEGINNING OF PERIOD                 -            -                -

CASH AT END OF PERIOD                   $   -        $   -           $    -

SUPPLEMENTAL DISCLOSURE
 OF CASH FLOW INFORMATION

Cash paid for:

 Interest                       $   -        $   -        $   -
 Income taxes                   $   -        $   -        $   -



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

                                5
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
               Notes to the Financial Statements
               May 31, 1999 and February 28, 1999


NOTE 1 - CONDENSED FINANCIAL STATEMENTS

       The  accompanying financial statements have been  prepared
       by   the  Company  without  audit.   In  the  opinion   of
       management,  all  adjustments (which include  only  normal
       recurring  adjustments) necessary to  present  fairly  the
       financial  position, results of operations and cash  flows
       at  May  31,  1999 and 1998 and for all periods  presented
       have been made.

       Certain  information  and  footnote  disclosures  normally
       included  in  financial statements prepared in  accordance
       with  generally accepted accounting principles  have  been
       condensed   or  omitted.   It  is  suggested  that   these
       condensed  financial  statements be  read  in  conjunction
       with  the  financial statements and notes thereto included
       in  the  Company's  February 28,  1999  audited  financial
       statements.   The results of operations for periods  ended
       May  31,  1999  an 1998 are not necessarily indicative  of
       the operating results for the full years.

                                6
<PAGE>


             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Month periods Ended May 31, 1999 and 1998.

The   Company  had  no  revenues  or  expenses  from   continuing
operations  for the three-month periods ended May  31,  1999  and
1998.  As a result of the foregoing factors, the Company did  not
realize  any gains or losses for the three months ended  May  31,
1999 and 1998.  The Company continues to operate at a net loss of
$13,562 from inception on February 20, 1987 through May 31, 1999.

Liquidity and Capital Resources

At  May  31,  1999,  the Company had working capital  deficit  of
$1,562.   In October 1999, the Company sold 3,000,000  shares  of
common  stock to a limited group of private investors for $20,000
in  cash.   As a result of this subsequent financing,  management
believes that the Company has sufficient cash to fund its limited
operations  through  February 2001.  However,  there  can  be  no
assurances  to  that  effect, as the Company has  no  significant
revenues   and  the  Company's  need  for  capital   may   change
dramatically if it acquires an interest in a business opportunity
during that period.  The Company's current operating plan  is  to
(i)  handle  the administrative and reporting requirements  of  a
public   company,  and  (ii)  search  for  potential  businesses,
products,   technologies  and  companies  for  acquisition.    At
present,  the  Company  has  no  understandings,  commitments  or
agreements  with  respect  to  the acquisition  of  any  business
venture,  and  there can be no assurance that  the  Company  will
identify  a  business  venture suitable for  acquisition  in  the
future.   Further,  there can be no assurance  that  the  Company
would  be successful in consummating any acquisition on favorable
terms  or  that it will be able to profitably manage any business
venture it acquires.

                                7
<PAGE>

                   PART II.  OTHER INFORMATION

EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS:   Included  only  with the electronic  filing  of  this
report  is the Financial Data Schedule for the three-month period
ended May 31, 1999 (Exhibit Ref. No. 27).

REPORTS ON FORM 8-K:  None

SIGNATURES

In  accordance  with the requirements of the  Exchange  Act,  the
registrant caused this report to be signed on its behalf  by  the
undersigned thereunto duly authorized.

                              APHRODITE SOFTWARE CORPORATION



Date: June 20, 2000           By: /s/ Kent N. Dixon, President


                                8
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