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, 2000

      [   ]     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 - August 31, 2000 and            3
            February 29, 2000

            Statements  of Operations - Three  Months       4
            and Six Months
            Ended August 31, 2000 and 1999, and
            From Inception to August 31, 2000

            Statements  of Cash Flows - Three  Months       5
            and Six Months
            Ended August 31, 2000 and 1999, and
            From Inception to August 31, 2000

            Notes to Condensed Financial Statements         6

            Management's Discussion and Analysis of         9
            Financial   Condition  and   Results   of
            Operations
PART II.    Other Information                              10

Signatres                                                  10


                             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

<PAGE>


                   APHRODITE SOFTWARE CORPORATION
                    [A Development Stage Company]

                      CONDENSED BALANCE SHEETS

                             [Unaudited]



                               ASSETS


                                          August 31,  February 29,
                                             2000         2000
                                         ___________  ___________
CURRENT ASSETS:
  Cash in bank                             $ 11,461    $   12,721
                                         ___________  ___________
        Total Current Assets                 11,461        12,721
                                         ___________  ___________
                                           $ 11,461    $   12,721
                                        __________________________


                LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                         $  2,247    $      803
                                         ___________  ___________
        Total Current Liabilities             2,247           803
                                         ___________  ___________

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         3,480
  Capital in excess of par value             28,520        28,520
  Deficit accumulated during the
    development stage                       (22,786)      (20,082)
                                         ___________  ___________
        Total Stockholders' Equity            9,214        11,918
                                         ___________  ___________
                                           $ 11,461    $   12,721
                                        __________________________



Note: The balance sheet at February 29, 2000 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]


                 CONDENSED STATEMENTS OF OPERATIONS

                             [Unaudited]



                                 For the Three      For the Six   From Inception
                                 Months Ended      Months Ended  on February 20,
                                   August 31,        August 31,    1987 Through
                                 ___________________________________ August 31,
                                  2000   1999       2000    1999       2000
                                 ______ _______    _______  ______   ________
REVENUE:                        $     -  $    -   $      -  $    -  $       -
                                 ______ _______    _______  ______   ________

EXPENSES:
General and Administrative        1,954     525      2,704     525     22,786
                                  ______  _______  _______  ______    ______
LOSS BEFORE INCOME
  TAXES                          (1,954)   (525)    (2,704)   (525)   (22,786)

CURRENT TAX EXPENSE                   -       -          -       -          -

DEFERRED TAX EXPENSE                  -       -          -       -          -
                                 ______ _______    _______  ______     ______

NET LOSS                        $(1,954) $ (525)  $ (2,704) $ (525)   (22,786)
                                 ______    _____    _______   _____    _______

LOSS PER COMMON SHARE           $  (.00) $ (.00)  $ (.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]

                 CONDENSED STATEMENTS OF CASH FLOWS

                             [Unaudited]


                                              For the Six      From Inception
                                              Months Ended     on February 20,
                                               August 31,       1987 Through
                                           __________________   August 31,
                                              2000     1999        2000
                                            _______   ______      _______

Cash Flows From Operating
  Activities:
 Net loss                                 $  (2,704)  $  (525)     $ (22,786)
 Adjustments to reconcile net loss to
   net cash used by operating activities:
  Changes is assets and liabilities:
    Increase (Decrease) in accounts payable   1,444       525          2,247
                                            _______    ______        _______
  Net Cash (Used) by Operating Activities    (1,260)        -        (20,539)
                                            _______    ______        _______
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              (1,260)        -         11,461

Cash at Beginning of Period                  12,721         -              -
                                            _______    ______        _______
Cash at End of Period                       $11,461   $     -    $    11,461

                                            _______    ______        _______
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 six months ended August 31, 2000:
     None

  For the six months ended August 31, 1999:
     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
  for the purpose of developing and marketing computer software and all
  manner  of  computer related products and services.  The Company  has
  not  commenced  planned  principal operations  and  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.

  In   November  1999,  the  Company  merged  with  Aphrodite  Software
  Corporation  (a Nevada Corporation) in order to effect  a  change  of
  domicile.

  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, 2000 and
  1999 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 29, 2000 audited financial statements.  The
  results  of operations for the periods ended August 31, 2000 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  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. 135 "Rescission of FASB  Statement
  No.  75  and  Technical Corrections", SFAS No. 136,  "Transfers  of
  Assets  to  a not for profit organization or charitable trust  that
  raises  or  holds contributions for others, " and 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)," were recently issued.   SFAS
  No.  135, 136, and 137 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.

  Common  Stock  -  During  the November  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

  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,  2000, the Company has available unused operating  loss
  carryforwards  of  approximately  $22,700,  which  may  be  applied
  against  future  taxable income and which expire  in  2019  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 $7,700 and $6,800 as of August  31,  2000
  and  February 29, 2000, respectively, with an offsetting  valuation
  allowance  at  each period end of the same amount  resulting  in  a
  change  in  the valuation allowance of approximately $900  for  the
  six months ended August 31, 2000.

                                  7
<PAGE>

                   APHRODITE SOFTWARE CORPORATION
                    [A Development Stage Company]

          NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTIONS

  Management  Compensation - For the three and six months ended  August
  31, 2000, 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/her 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 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   For the Six    From Inception
                                   Months Ended   Months Ended   on February 20,
                                     August 31,     August 31,    1987 Through
                                 ________________________________  August 31,
                                  2000     1999    2000    1999        2000
                                 ________________________________     _______
Loss from continuing operation
available to common shareholders
(numerator)                     $ (1,954) $(525) $(2,704) $(525)     $(22,786)
                                 ________________________________      ______
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator)                  3,480,000 480,000 3,480,000 480,000    665,630
                                 ________________________________      ______

                                  8
<PAGE>

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

Results of Operations

Three-Month and Six Month Periods Ended August 31, 2000 and 1999.

The  Company had no revenues from continuing operations  for  the
three-month and six-month periods ended August 31, 2000 and 1999.
Expenses  were  $1,954 and $2,704 for the respective  three-month
and  six-month periods ended August 31, 2000, which consisted  of
general   corporate   administration,  legal   and   professional
expenses,  and  accounting and auditing costs.  The  Company  had
expenses of $525 for the same periods in 1999.

As  a result of the foregoing factors, the Company realized a net
loss  of  $1,954  and  $2,704 for the three-month  and  six-month
periods  ended August 31, 2000, as compared to the  $525  in  net
losses  for  the same periods in 1999.  The Company continues  to
operate  at a net loss of $22,786 from inception on February  20,
1987 through August 31, 2000.

Liquidity and Capital Resources

At  August 31, 2000, the Company had a working capital of $9,214.
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.

                                9
<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 six-month  period
ended August 31, 2000 (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:  October 16, 2000       By:/s/ Jared  C. Southwick,
                                     Secretary and Treasurer

                               10
<PAGE>