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, 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 - May 31, 2000 and
          February 28, 2000                               3

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

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

          Notes     to    Consolidated    Financial
          Statements                                      6

          Management's Discussion and Analysis of
          Financial   Condition  and   Results   of
          Operations                                      8

PART II.  Other Information                               9

Signatures                                                9

                                2
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
                         Balance Sheets


                             ASSETS

                                              May 31,   February 29,
                                               2000         2000
                                           (Unaudited)
CURRENT ASSETS

 Cash                                      $   11,776   $   12,721

  Total Current Assets                     $   11,776   $   12,721

  TOTAL ASSETS                             $   11,776   $   12,721


              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

 Accounts payable                          $      608   $      803

  Total Liabilities                               608          803

STOCKHOLDERS' EQUITY

 Preferred stock, $0.001 par value,
   5,000,000 shares authorized: -0- shares
   issued and outstanding
 Common stock: $0.001 par value, 50,000,000
   shares authorized; 3,480,000 shares
   issued and outstanding                       3,480        3,480
 Additional paid-in capital                    28,520       28,520
 Deficit accumulated during the development
   stage                                      (20,832)     (20,082)
  Total Stockholders' Equity                   11,168       11,918
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $  11,776    $  12,721


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

                                3
<PAGE>

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

                                                                  From
                                                               Inception on
                                             For the           February 20,
                                        Three Months Ended     1987 Through
                                             May 31,             May 31,
                                         2000        1999         2000

REVENUES                             $      -      $      -      $       -

EXPENSES                                  750             -         20,832

NET LOSS                             $   (750)     $      -      $ (20,832)

BASIC LOSS PER SHARE                 $  (0.00)     $   0.00

BASIC WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING              3,480,000       480,000


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

                                4
<PAGE>

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


                                                                    From
                                                                 Inception on
                                               For the           February 20,
                                         Three Months Ended      1987 Through
                                               May 31,              May 31,
                                          2000        1999           2000

CASH FLOWS FROM OPERATING
 ACTIVITIES:

 Net loss                              $   (750)    $    -        $ (20,832)
 Adjustments to reconcile net loss to
  net cash used by operating activities:
  Increase (decrease) in accounts payable  (195)         -              608

   Net Cash Used by Operating
    Activities                             (945)         -          (20,224)

CASH FLOWS FROM INVESTING
 ACTIVITIES:                                  -          -                -

CASH FLOWS FROM FINANCING
 ACTIVITIES:

 Issuance of common stock for cash            -          -           32,000

  Net Cash Provided by Financing
    Activities                                -          -           32,000

NET INCREASE (DECREASE)
  IN CASH                                  (945)         -           11,776

CASH AT BEGINNING OF PERIOD              12,721          -                -

CASH AT END OF PERIOD                $   11,776    $     -         $ 11,776

SUPPLEMENTAL DISCLOSURE
 OF CASH FLOW INFORMATION

Cash paid for:

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


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

                                5
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
               Notes to the Financial Statements
               May 31, 2000 and February 29, 2000

NOTE 1  - SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES

       a.  Organization

       Aphrodite   Software   Corporation   (the   Company)   was
       organized  February 20, 1987 under the laws of  the  State
       of  Utah  for  the  purpose  of developing  and  marketing
       computer  software  and  all manner  of  computer  related
       products   and   services.   The  Company   has   had   no
       significant  operations since inception and is  considered
       a  development stage company in accordance with  Statement
       of Financial Accounting Standards No. 7.

       On  October 2, 1999, the Company amended their articles of
       incorporation  by changing the par value of the  Company's
       common  stock from zero par value to $0.001.  The  Company
       also  authorized a preferred class of stock in the  amount
       of 5,000,000 shares having a par value of $0.001.

       b.  Provision for Taxes

       At  May  31,  2000,  the Company had  net  operating  loss
       carryforwards of approximately $20,800 that may be  offset
       against  future  taxable  income  through  2020.   No  tax
       benefit  has  been  reported in the financial  statements,
       because  the  Company believes there is a 50%  or  greater
       chance    the    carryforwards   will    expire    unused.
       Accordingly,  the  potential  tax  benefits  of  the   net
       operating  loss  carryforwards are offset by  a  valuation
       allowance of the same amount.

       c.  Accounting Method

       The  financial statements are prepared using  the  accrual
       method  of accounting.  The Company has elected a February
       year end.

       d.  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  and
       disclosure  of  contingent assets and liabilities  at  the
       date  of the financial statements and the reported amounts
       of  revenues  and  expenses during the  reporting  period.
       Actual results could differ from those estimates.

       e.  Cash and Cash Equivalents

       The  Company considers all highly liquid investments  with
       a  maturity of three months or less when purchased  to  be
       cash equivalents.

       f.  Basic Loss Per Share

       Basic  loss  per share has been calculated  based  on  the
       weighted   average  number  of  shares  of  common   stock
       outstanding during the period.

                                6
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
                Notes to the Financial Statements
               May 31, 2000 and February 29, 2000


NOTE  1 - SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES (Continued)

       g.  Revenue Recognition Policy

       The  Company currently has no source of revenues.  Revenue
       recognition  policies  will be determined  when  principal
       operations begin.

NOTE 2 - GOING CONCERN

       The  Company's  financial statements  are  prepared  using
       generally accepted accounting principles applicable  to  a
       going  concern  which  contemplates  the  realization   of
       assets  and  liquidation  of  liabilities  in  the  normal
       course  of  business.   The Company  has  not  established
       revenues  sufficient  to  cover its  operating  costs  and
       allow  it  to  continue  as a going  concern.   Management
       intends  to  seek  a  merger with an  existing,  operating
       company.    In  the interim, it has committed  to  meeting
       the Company's minimal operating expenses.

                                7
<PAGE>


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

Results of Operations

Three Month periods Ended May 31, 2000 and 1999.

The  Company had no revenues from continuing operations  for  the
three-month  periods ended May 31, 2000 and 1999.  Expenses  were
$750  for the three months ended May 31, 2000 and $0 for the same
period  in  1999.   As  a  result of the foregoing  factors,  the
Company realized a net loss of $750 for the quarter ended May 31,
2000,  and did not realize any gains or loss for the three months
ended  May 31, 1999.  The Company continues to operate at  a  net
loss  of $20,832 from inception on February 20, 1987 through  May
31, 2000.

Liquidity and Capital Resources

At  May 31, 2000, the Company had working capital of $11,168.  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 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.

                                8
<PAGE>

                   PART II.  OTHER INFORMATION

EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS:   Included  only  with the electronic  filing  of  this
report  is the Financial Data Schedule for the three-month period
ended May 31, 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:  July  13, 2000             By: /s/ Jared  C.  Southwick,
                                  Secretary and Treasurer

                                9
<PAGE>