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, 2002

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

     For the transition period from        to

                          Commission File No. 33-19034

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

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

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

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,480,000 shares of common stock.




<PAGE>


                                   FORM 10-QSB
                         APHRODITE SOFTWARE CORPORATION

                                      INDEX
                                                                        Page
PART I.       Financial Information                                      2

              Financial Statements                                       3

              Balance Sheets - May 31, 2002                              3

              Statements of Operations - Three Months                    4
              Months Ended May 31, 2002 and 2001, and
              From Inception to May 31, 2002

              Statements of Cash Flows - Three Months                    5
              Ended May 31, 2002 and 2001, and
              From Inception to May 31, 2002

              Notes to Consolidated Financial Statements                 6

              Management's Discussion and Analysis of                    9
              Financial Condition and Results of Operations

PART II.      Other Information                                          9

Signatures                                                               9











                                       2
<PAGE>

                         APHRODITE SOFTWARE CORPORATION
                          [A Development Stage Company]

                       UNAUDITED CONDENSED BALANCE SHEETS


                                     ASSETS

                                                      May 31,     February 28,
                                                       2002           2002
                                                    -----------    -----------
CURRENT ASSETS:
   Cash                                            $      1,357   $      1,370
                                                    -----------    -----------
          Total Current Assets                            1,357          1,370
                                                    -----------    -----------
                                                   $      1,357   $      1,370
                                                    ===========    ===========

                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable                                $      1,025   $          -
   Advance from a shareholder                               500            500
                                                    -----------    -----------
          Total Current Liabilities                       1,525            500
                                                    -----------    -----------
STOCKHOLDERS' EQUITY (DEFICIT):
   Preferred stock, $001 par value,
     5,000,000 shares authorized,
     no shares issued and outstanding                         -              -
   Common stock, $.001 par value,
     50,000,000 shares authorized,
     3,480,000 shares issued and
     outstanding                                          3,480          3,480
   Capital in excess of par value                        28,520         28,520
   Deficit accumulated during the
     development stage                                  (32,168)       (31,130)
                                                    -----------    -----------
          Total Stockholders' Equity (Deficit)             (168)           870
                                                    -----------    -----------
                                                   $      1,357   $      1,370
                                                   -------------  -------------

Note:  The  balance  sheet at  February  28,  2002 was  taken  from the  audited
financial statements at that date and condensed.


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

                                       3
<PAGE>


                         APHRODITE SOFTWARE CORPORATION
                          [A Development Stage Company]


                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS




                                                For the Three     From Inception
                                                Months Ended     on February 20,
                                                   May 31,         1987 Through
                                         -------------------------    May 31,
                                              2002       2001          2002
                                         ------------ ------------ ------------

REVENUE                                   $         -  $        -   $         -
                                         ------------ ------------ ------------

EXPENSES:
   General and administrative                   1,038         212        32,168
                                         ------------ ------------ ------------
LOSS BEFORE INCOME
   TAXES                                       (1,038)       (212)      (32,168)

CURRENT TAX EXPENSE                                 -           -             -

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

NET LOSS                                  $    (1,038) $     (212)  $   (32,168)
                                         ============ ============ ============

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






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

                                       4
<PAGE>


                         APHRODITE SOFTWARE CORPORATION
                          [A Development Stage Company]

                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                 For the Three    From Inception
                                                 Months Ended    on February 20,
                                                    May 31,        1987 Through
                                             ---------------------    May 31,
                                                2001       2000        2001
                                             ---------- ---------- -----------
Cash Flows From Operating Activities:
  Net loss                                    $  (1,038) $    (212) $  (32,168)
  Adjustments to reconcile net loss to
   net cash used by operating activities:
   Changes in assets and liabilities:
    Increase (Decrease) in accounts payable       1,025        212       1,025
                                             ---------- ---------- -----------
     Net Cash (Used) by Operating Activities        (13)         -     (31,143)
                                             ---------- ---------- -----------

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

Cash Flows From Financing Activities:
  Advance from a shareholder                          -          -         500
  Proceeds from issuance of common stock              -          -      32,000
                                             ---------- ---------- -----------
     Net Cash Provided by Financing Activities        -          -      32,500
                                             ---------- ---------- -----------
Net Increase (Decrease) in Cash                     (13)         -       1,357

Cash at Beginning of Period                       1,370      7,353           -
                                             ---------- ---------- -----------

Cash at End of Period                         $   1,357  $   7,353 $     1,357
                                             ---------- ---------- -----------
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 three months ended May 31, 2002:
      None

   For the three months ended May 31, 2001:
      None

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

                                       5
<PAGE>


                         APHRODITE SOFTWARE CORPORATION
                          [A Development Stage Company]

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization - Aphrodite Software Corporation ("the Company") was organized
     under the laws of the state of Utah on February  20, 1987 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.

     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,  2002 and 2001 and for the  periods  then  ended have been
     made.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles in the United States of America 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, 2002 audited financial  statements.  The results of
     operations for the periods ended May 31, 2002 and 2001 are not  necessarily
     indicative of the operating results for the full year.

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

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

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     conformity  with  generally  accepted  accounting  principles 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",  SFAS No. 144,  "Accounting for the Impairment or
     Disposal  of  Long-Lived  Assets",  and SFAS No. 145,  "Rescission  of FASB
     Statements  No. 4, 44,  and 64,  Amendment  of FASB  Statement  No. 13, and
     Technical  Corrections",  were recently issued. SFAS No. 141, 142, 143, 144
     and 145 have no current applicability to the Company or their effect on the
     financial statements would not have been significant.

                                       6
<PAGE>


                         APHRODITE SOFTWARE CORPORATION
                          [A Development Stage Company]

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 May 31, 2002 and 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.

     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 May 31, 2002, the Company
     has available unused operating loss carryforwards of approximately $32,000,
     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 $10,700 and $10,600 as of May 31, 2002 and February 28, 2002,
     respectively,  with an  offsetting  valuation  allowance of the same amount
     resulting in a change in the valuation  allowance of approximately $100 for
     the three months ended May 31, 2002.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Management Compensation - For the three months ended May 31, 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.

                                       7
<PAGE>


                         APHRODITE SOFTWARE CORPORATION
                          [A Development Stage Company]

                NOTES TO UNAUDITED CONDENSED 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.  Further,  the  Company has  current  liabilities  in excess of
     current assets.  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 Three    From Inception
                                                Months Ended     on February 20,
                                                   May 31,        1987 Through
                                            ---------------------    May 31,
                                               2001       2000        2001
                                            ---------- ---------- -----------
      Loss from continuing operations
      available to common shareholders
      (numerator)                           $ (1,038)  $    (212) $  (32,168)
                                            ---------- ---------- -----------

      Weighted average number of
      common shares outstanding used
      in loss per share for the period
      (denominator)                         3,480,000  3,480,000     989,097
                                            ---------- ---------- -----------

     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.

                                       8
<PAGE>


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

Results of Operations

Three Month periods Ended May 31, 2002 and 2001

The Company had no  revenues  from  continuing  operations  for the  Three-month
periods  ended May 31, 2002 and 2001.  Expenses were $1,038 for the Three months
ended May 31,  2002 and $212 for the same  period in 2001.  These  expenses  are
attributable to the administrative, legal, professional, accounting and auditing
costs associated with the filing  requirements of a public reporting company. As
a result of the foregoing factors, the Company realized a net loss of $1,038 for
the Three months ended May 31, 2002, and a net loss of $212 for the Three months
ended May 31,  2001.  The Company  continues to operate at a net loss of $32,168
from inception on February 20, 1987 through May 31, 2002.

Liquidity and Capital Resources

At May 31, 2002, the Company had a working  capital deficit of $168. The Company
does not have sufficient cash to meet its operational  needs for the next twelve
months.  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 is doubtful.  The Company's need for capital may change  dramatically if
and during that period, it acquires an interest in a business  opportunity.  The
Company's  current  operating  plan  is to (i)  handle  the  administrative  and
reporting  requirements  of a public  company,  and (ii)  search  for  potential
businesses,  products,  technologies and companies for acquisition.  At present,
the Company has no understandings, commitments or agreements with respect to the
acquisition  of any business  venture,  and there can be no  assurance  that the
Company will identify a business venture suitable for acquisition in the future.
Further,  there can be no  assurance  that the Company  would be  successful  in
consummating  any  acquisition  on  favorable  terms  or that it will be able to
profitably manage any business venture it acquires.

                           PART II. OTHER INFORMATION

OTHER INFORMATION

At the end of May 2002,  Kent N. Dixon  resigned as President  and a Director of
the Company. The Company has yet to relocate a replacement for Mr. Dixon.

EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS:  None

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: July 15, 2002                 By: /s/ Jared C. Southwick,
                                            Secretary and Treasurer


                                       9