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, 2001

     [   ]     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, 2001                   3

          Statements of Operations - Three Months         4
          Ended May 31, 2001 and 2000, and
          From Inception to May 31, 2001

          Statements of Cash Flows - Three Months         5
          Ended May 31, 2001 and 2000, and
          From Inception to May 31, 2001

          Notes to Consolidated Financial Statements      6

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

PART II.  Other Information                               10

Signatures                                                10

                                2
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  [A Development Stage Company]

                UNAUDITED CONDENSED BALANCE SHEET



                             ASSETS


                                                        May 31,
                                                          2001
                                                      ___________
CURRENT ASSETS:
  Cash                                                 $    7,353
                                                      ___________
        Total Current Assets                                7,353
                                                      ___________
                                                       $    7,353
                                                     _____________


              LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                                     $    1,083
                                                      ___________
        Total Current Liabilities                           1,083
                                                      ___________

STOCKHOLDERS' EQUITY:
  Preferred stock, $001 par value,
   5,000,000 shares authorized,
   no shares issued and outstanding                             -
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   3,480,000 shares issued and
   outstanding                                              3,480
  Capital in excess of par value                           28,520
  Deficit accumulated during the
    development stage                                    (25,730)
                                                      ___________
        Total Stockholders' Equity                          6,270
                                                      ___________
                                                       $    7,353
                                                     _____________



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

                                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,
                                       2001     2000        2001
                                 __________________________________

REVENUE                             $       - $      -   $      -
                                 __________________________________

EXPENSES:
  General and Administrative              212      750     25,730
                                 __________________________________
LOSS BEFORE INCOME
  TAXES                                  (212)    (750)   (25,730)

CURRENT TAX EXPENSE                         -        -          -

DEFERRED TAX EXPENSE                        -        -          -
                                 __________________________________

NET LOSS                           $     (212) $  (750)  $(25,730)
                                 __________________________________

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
                                              _______________________________
                                                                   (Unaudited)
Cash Flows From Operating
  Activities:/
 Net loss                                        $  (212)  $ (750)  $(25,730)
 Adjustments to reconcile net loss to
   net cash used by operating activities:
  Changes is assets and liabilities:
    Increase (Decrease) in accounts
       payable                                       212     (195)     1,083
                                              _______________________________
  Net Cash (Used) by Operating Activities              -     (945)   (24,647)
                                              _______________________________
Cash Flows From Investing Activities
                                              _______________________________
     Net Cash Provided by Investing
       Activities                                      -         -         -
                                              _______________________________
Cash Flows From Financing Activities:
 Proceeds from issuance of common stock                -         -    32,000
                                              _______________________________
 Net Cash Provided by Financing Activities             -         -    32,000
                                              _______________________________
Net Increase (Decrease) in Cash                        -     (945)     7,353

Cash at Beginning of Period                        7,353    12,721         -
                                              _______________________________
Cash at End of Period                            $ 7,353  $ 11,776 $   7,353
                                              _______________________________
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 period ended May 31, 2001:
     None

  For the period ended May 31, 2000:
     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  (SFAS) No. 7.  The  Company  has,  at  the
  present  time, not paid any dividends and any dividends that  may
  be paid in the future will depend upon the financial requirements
  of the Company and other relevant factors.

  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, 2001 and 2000 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 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, 2001 audited  financial
  statements.  The results of operations for the periods ended  May
  31, 2001 and 2000 are not necessarily indicative of the operating
  results for the full year.

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

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

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles requires
  management  to  make estimates and assumptions  that  affect  the
  reported  amounts of assets and liabilities, the  disclosures  of
  contingent  assets and liabilities at the date of  the  financial
  statements,  and  the  reported amount of revenues  and  expenses
  during  the  reported period.  Actual results could  differ  from
  those estimated.

                                6
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting  Standards (SFAS) No. 136, "Transfers of Assets  to  a
  not  for  profit organization or charitable trust that raises  or
  holds  contributions for others", SFAS No. 137,  "Accounting  for
  Derivative Instruments and Hedging Activities - deferral  of  the
  effective  date of FASB Statement No. 133 (an amendment  of  FASB
  Statement  No.  133)",  SFAS  No.  138  "Accounting  for  Certain
  Derivative  Instruments  and Certain  Hedging  Activities  -  and
  Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS  No.
  53  and  Amendment to SFAS No. 63, 89 and 21", and SFAS No.  140,
  "Accounting  to  Transfer and Servicing of Financial  Assets  and
  Extinguishment of Liabilities", were recently issued.   SFAS  No.
  136,  137, 138, 139 and 140 have no current applicability to  the
  Company  or  their effect on the financial statements  would  not
  have been significant.

NOTE 2 - CAPITAL STOCK

  In   November  1999,  the  Company  amended  their  Articles   of
  Incorporation which called for a change in par value from no  par
  value  to $.001 par value.  The change also granted the board  of
  directors  the rights to prescribe and authorize the issuance  of
  additional  classes  and  series  of  stock  with  distinguishing
  designations.   The  aggregate number  of  shares  of  stock,  in
  addition to common stock, the Corporation shall have authority to
  issue is 5,000,000 shares with a par value of $.001 per share.

  During  October 1999, the Company issued 3,000,000 shares of  its
  previously  authorized, but unissued common  stock.   The  shares
  were issued for cash of $20,000 (or $.0067 per share).

  During  February  1987, in connection with its organization,  the
  Company  issued 480,000 shares of its previously authorized,  but
  unissued  common  stock.   The shares were  issued  for  cash  of
  $12,000 (or $.025 per share).

NOTE 3 - INCOME TAXES

  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109  "Accounting
  for  Income Taxes".  SFAS No. 109 requires the Company to provide
  a  net  deferred tax asset/liability equal to the expected future
  tax  benefit/expense  of temporary reporting differences  between
  book  and tax accounting methods and any available operating loss
  or  tax  credit carryforwards.  At May 31, 2001, the Company  has
  available  unused  operating loss carryforwards of  approximately
  $25,700,  which may be applied against future taxable income  and
  which expire in various years through 2020.

  The  amount of and ultimate realization of the benefits from  the
  operating loss carryforwards for income tax purposes is dependent
  , in part upon the tax laws in effect, the future earnings of the
  Company, and other future events, the effects of which cannot  be
  determined.    Because   of  the  uncertainty   surrounding   the
  realization of the loss carryforwards the Company has established
  a  valuation  allowance  equal to the  tax  effect  of  the  loss
  carryforwards  and,  therefore, no deferred tax  asset  has  been
  recognized  for  the loss carryforwards.  The  net  deferred  tax
  assets  are  approximately $8,700 as of  May  31,  2001  with  an
  offsetting  valuation allowance at each period end  of  the  same
  amount  resulting  in  a  change in the  valuation  allowance  of
  approximately $200 for the period ended May 31, 2001.


                                7
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTIONS

  Management Compensation - For the period ended May 31, 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.

NOTE 5 - GOING CONCERN

  The  accompanying  financial statements  have  been  prepared  in
  conformity  with generally accepted accounting principles,  which
  contemplate  continuation  of the Company  as  a  going  concern.
  However,  the Company was has incurred losses since its inception
  and  has  not  yet  been  successful in  establishing  profitable
  operations.  These  factors  raise substantial  doubt  about  the
  ability  of the Company to continue as a going concern.  In  this
  regard, management is proposing to raise any necessary additional
  funds not provided by operations through additional sales of  its
  common  stock.   There is no assurance that the Company  will  be
  successful  in  raising  this  additional  capital  or  achieving
  profitable  operations.  The financial statements do not  include
  any  adjustments  that  might result from the  outcome  of  these
  uncertainties.

NOTE 6 - LOSS PER SHARE

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

                                                For the Three  From Inception
                                                Months Ended   on February 20,
                                                    May 31      1987 Through
                                            ______________________  May 31,
                                                2001     2000        2001
                                            _______________________________
                                                                 (Unaudited)
    Loss from continuing operations
    available to common shareholders
    (numerator)                               $  (212) $  (750)   $(25,730)
                                           __________  _________  _________

    Weighted average number of
    common shares outstanding used
    in loss per share for the period
    (denominator)                           3,480,000  3,480,000   765,630
                                           __________  _________  _________


                                8
<PAGE>

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

Results of Operations

Three Month periods Ended May 31, 2001 and 2000.

The  Company had no revenues from continuing operations  for  the
three-month  periods ended May 31, 2001 and 2000.  Expenses  were
$212  for  the three months ended May 31, 2001 and $750  for  the
same  period in 2000.  As a result of the foregoing factors,  the
Company realized a net loss of $212 for the quarter ended May 31,
2001,  and a net loss of $750 for the quarter ended May 31, 2000.
The  Company  continues to operate at a net loss of $25,730  from
inception on February 20, 1987 through May 31, 2001.

Liquidity and Capital Resources

At  May  31,  2001,  the Company had working capital  of  $6,270.
Management believes the Company has sufficient cash to  fund  its
limited  operations through the fiscal year ending May 31,  2002.
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.

                                9
<PAGE>

                   PART II.  OTHER INFORMATION

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  16, 2001         By: /s/ Jared C. Southwick,
                                  Secretary and Treasurer

                               10
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