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 August 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

              Item 1.  Financial Statements                              3

              Unaudited Condensed Balance Sheets,                        3
              August 31, 2002 and February 28, 2002

              Unaudited Condensed Statements of Operations,              4
              for the three and six months ended August 31, 2002
              and 2001 and for the period from inception on
              February 20, 1987 through August 31, 2002

              Unaudited Condensed Statements of Cash Flows,              5
              for the six months ended August 31, 2002 and 2001
              and for the period from inception on February 20,
              1987 through August 31, 2002

              Notes to Unaudited Condensed Financial statements          6

              Item 2.  Management's  Discussion  and Analysis or         9
              Plan of Operation

              Item 3.  Controls and Procedures                           9

PART II.      Other Information                                          9

              Item 6.  Exhibits and Reports on Form 8-K                  9

Signatures                                                              10




                                       2

<PAGE>


                         APHRODITE SOFTWARE CORPORATION
                          [A Development Stage Company]

                       UNAUDITED CONDENSED BALANCE SHEETS



                                     ASSETS


                                                    August 31,    February 28,
                                                       2002           2002
                                                    -----------    -----------
CURRENT ASSETS:
   Cash                                            $        315   $      1,370
                                                    -----------    -----------
          Total Current Assets                              315          1,370
                                                    -----------    -----------
                                                   $        315   $      1,370
                                                   -------------  -------------


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
   Accounts payable                                $      1,066   $          -
   Advance from a shareholder                               500            500
                                                    -----------    -----------
          Total Current Liabilities                       1,566            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                                  (33,251)       (31,130)
                                                    -----------    -----------
          Total Stockholders' Equity (Deficit)           (1,251)           870
                                                    -----------    -----------
                                                   $        315   $      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



<TABLE>
<CAPTION>
                                    For the Three         For the Six    From Inception
                                    Months Ended         Months Ended    on February 20,
                                     August 31,           August 31,      1987 Through
                               -------------------- --------------------   August 31,
                                  2002       2001      2002       2001        2002
                               ---------- --------- ---------- --------- --------------
<S>                             <C>       <C>       <C>        <C>       <C>
REVENUE                         $      -  $      -  $       -  $      -  $           -
                               ---------- --------- ---------- --------- --------------

EXPENSES:
   General and administrative      1,083     2,635      2,121     2,847         33,251
                               ---------- --------- ---------- --------- --------------
LOSS BEFORE INCOME
  TAXES                           (1,083)   (2,635)    (2,121)   (2,847)       (33,251)

CURRENT TAX EXPENSE                    -         -          -         -              -

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

NET LOSS  $                       (1,083) $ (2,635) $  (2,121) $ (2,847) $     (33,251)
                               ========== ========= ========== ========= ==============

LOSS PER COMMON SHARE           $   (.00) $   (.00) $    (.00) $   (.00) $        (.03)
                               ========== ========= ========== ========= ==============
</TABLE>

















    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
<TABLE>
<CAPTION>
                                                        For the Six      From Inception
                                                       Months Ended      on February 20,
                                                        August 31,        1987 Through
                                                   ---------------------   August 31,
                                                      2002       2001         2002
                                                   ---------- ---------- --------------
<S>                                                <C>        <C>        <C>
Cash Flows From Operating Activities:
  Net loss                                         $   (2,121)$   (2,847)$     (33,251)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
   Changes in assets and liabilities:
      Increase (Decrease) in accounts payable           1,066      1,129         1,066
                                                   ---------- ---------- -------------
       Net Cash (Used) by Operating Activities         (1,055)    (1,718)      (32,185)
                                                   ---------- ---------- -------------

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                        (1,055)    (1,718)          315

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

Cash at End of Period                              $      315 $    5,635 $         315
                                                   ========== ========== =============
Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                                        $       -  $       - $           -
    Income taxes                                    $       -  $       - $           -
</TABLE>

Supplemental Schedule of Noncash Investing and Financing Activities:

   For the six months ended August 31, 2002:
      None

   For the six months ended August 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 August 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  August  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",   SFAS  No.  145,  "Rescission  of  FASB
     Statements  No. 4, 44,  and 64,  Amendment  of FASB  Statement  No. 13, and
     Technical Corrections",  and SFAS No. 146, "Accounting for Costs Associated
     with Exit or Disposal Activities", were recently issued. SFAS No. 141, 142,
     143, 144, 145 and 146 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 August 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 August 31, 2002, the Company
     has available unused operating loss carryforwards of approximately $33,000,
     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  $10,900 and $10,600 as of August 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
     $300 for the six months ended August 31, 2002.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Management  Compensation  - For the six months  ended  August 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:

<TABLE>
<CAPTION>
                                             For the Three           For the Six       From Inception
                                             Months Ended           Months Ended       on February 20,
                                              August 31,             August 31,         1987 Through
                                       ----------------------  ----------------------    August 31,
                                          2002        2001        2002        2001          2002
                                       ----------  ----------  ----------  ----------  --------------
<S>                                    <C>         <C>         <C>         <C>         <C>
      Loss from continuing operations
      available to common shareholders
      (numerator)                       $  (1,083) $   (2,635) $   (2,121) $   (2,847) $      (33,251)
                                       ----------  ----------  ----------  ----------  --------------

      Weighted average number of
      common shares outstanding used
      in loss per share for the period
      (denominator)                     3,480,000   3,480,000   3,480,000   3,480,000       1,029,708
                                       ----------  ----------  ----------  ----------  --------------
</TABLE>

     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>


Item 2.  Management's Discussion and Analysis or Plan of Operation

Results of Operations - Six Month periods Ended August 31, 2002 and 2001

The Company had no revenues from continuing operations for the six-month periods
ended  August 31, 2002 and 2001.  Expenses  were $2,121 for the six months ended
August 31,  2002 and  $2,847 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 $2,121 for
the six  months  ended  August  31,  2002,  and a net loss of $2,847 for the six
months ended August 31, 2001. The Company  continues to operate at a net loss of
$33,251 from inception on February 20, 1987 through August 31, 2002.

Liquidity and Capital Resources

At August 31, 2002,  the Company had a working  capital  deficit of $1,251.  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.

Item 3.  Controls and Procedures

With the participation of management,  the Company's chief executive officer and
chief  financial  officer  evaluated  the  Company's   disclosure  controls  and
procedures on October 11, 2002.  Based on this  evaluation,  the chief executive
officer and the chief financial officer  concluded that the disclosure  controls
and  procedures  are  effective in connection  with the Company's  filing of its
quarterly report on Form 10-QSB for the quarterly period ended August 31, 2002.

Subsequent  to October 11, 2002,  through the date of this filing of Form 10-QSB
for the quarterly  period ended August 31, 2002,  there have been no significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly affect these controls,  including any significant  deficiencies or
material weaknesses of internal controls that would require corrective action.

                           PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

Exhibits:  None

Reports on Form 8-K:  None

                                       9

<PAGE>


                                   SIGNATURES

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

                                          APHRODITE SOFTWARE CORPORATION



Date: October 17, 2002                    By: /s/ Jared Southwick,
                                          Chief Executive and Financial Officer

          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley
                                  Act of 2002.

     In connection with the Quarterly Report of Aphrodite  Software  Corporation
(the  "Company")  on Form 10-QSB for the period  ending August 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"), I
Jared Southwick,  Chief Executive and Financial Officer of the Company,  certify
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley  Act of  2002,  that:  (1) The  Report  fully  complies  with the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934;
and (2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


Date: October 17, 2002                    By: /s/ Jared Southwick,
                                          Chief Executive and Financial Officer

                                       10

<PAGE>


                                  CERTIFICATION

I, Jared Southwick, certify that:

1. I have reviewed this  quarterly  report on Form 10-QSB of Aphrodite  Software
Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: October 17, 2002                    /s/ Jared Southwick
                                          Chief Executive and Financial Officer

                                       11