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 November 30, 1999

      [   ]     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  [  ]
No [ X]

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.

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                           FORM 10-QSB
                 APHRODITE SOFTWARE CORPORATION

                              INDEX
                                                       Page
PART I.   Financial Information                           2

          Financial Statements                            3

          Balance Sheets - November 30, 1999 and          3
          February 28, 1999

          Statements  of Operations - Three  Months       4
          and Nine Months Ended November 30, 1999 and
          1998, and From Inception to November 30, 1999

          Statements  of Cash Flows - Three  Months       5
          and Nine Months Ended November 30, 1999 and
          1998, and From Inception to November 30, 1999

          Notes to Consolidated Financial                 6
          Statements

          Management's Discussion and Analysis of         7
          Financial   Condition  and   Results   of
          Operations

PART II.  Other Information                               8

Signatures                                                8

                             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
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                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
                         Balance Sheets


                             ASSETS

                                                 November 30,     February 28,
                                                    1999              1999
                                                 (Unaudited)
CURRENT ASSETS

 Cash                                             $  14,817        $    -

  TOTAL ASSETS                                    $  14,817        $    -


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                 $   1,284        $ 1,562

  Total Liabilities                                   1,284          1,562

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock; $-0- par value, 50,000,000 shares
  authorized; 3,480,000 shares issued and 480,000
   shares issued and outstanding, respectively       32,000         12,000
 Deficit accumulated during the development stage   (18,467)       (13,562)

  Total Stockholders' Equity (Deficit)               13,533         (1,562)

  TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)                             $   14,817        $    -


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

                                3
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                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
                    Statements of Operations
                           (Unaudited)


                                                                      From
                                                                  Inception on
                                For the            For the        February 20,
                          Three Months Ended   Nine Months Ended  1987 Through
                             November 30,        November 30,     November 30,
                          1999         1998    1999        1998       1999

REVENUES              $      -      $    -   $     -     $    -     $     -

EXPENSES                 4,380           -     4,905          -      18,467

NET LOSS              $ (4,380)     $    -   $(4,905)    $    -    $(18,467)

BASIC LOSS PER SHARE  $  (0.00)     $ 0.00   $ (0.00)    $ 0.00

BASIC WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING         1,125,985     480,000  1,125,985   480,000


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

                                4
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                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
                    Statements of Cash Flows
                           (Unaudited)


                                                                         From
                                                                    Inception on
                                          For the       For the     February 20,
                                        Three Months   Nine Months  1987 Through
                                           Ended          Ended     November 30,
                                        November 30,   November 30,
                                     1999      1998   1999      1998     1999

CASH FLOWS FROM OPERATING
 ACTIVITIES:

 Net loss                         $ (4,380)  $   -   $ (4,905)  $   -  $(18,467)
 Adjustments to reconcile net
  loss to net cash used by
  operating activities:
 Increase (decrease) in accounts
   payable                            (803)      -       (278)      -     1,284

   Net Cash Used by Operating
    Activities                      (5,183)      -     (5,183)      -   (17,183)

CASH FLOWS FROM INVESTING
 ACTIVITIES:                             -       -          -       -         -

CASH FLOWS FROM FINANCING
 ACTIVITIES:

 Issuance of common stock for
   cash                             20,000       -     20,000       -    32,000

  Net Cash Provided by Financing
         Activities                 20,000       -     20,000       -    32,000

NET INCREASE (DECREASE)
 IN CASH                            14,817       -     14,817       -    14,817

CASH AT BEGINNING OF PERIOD              -       -          -       -         -

CASH AT END OF PERIOD           $   14,817       -   $ 14,817       -  $ 14,817

Cash paid for:

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


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

                                5
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                 APHRODITE SOFTWARE CORPORATION
                  (A Development Stage Company)
               Notes to the Financial Statements
            November 30, 1999 and February 28, 1999


NOTE 1 -  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  November  30,  1999  and  1998  and  for  all  periods
       presented 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,  1999  audited  financial
       statements.   The results of operations for periods  ended
       November  30, 1999 and 1998 are not necessarily indicative
       of the operating results for the full years.

NOTE 2 - STOCK TRANSACTIONS

       On October 2, 1999, the Company issued 3,000,000 shares of
       common stock for $20,000 cash consideration.

                                6
<PAGE>

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

Results of Operations

Three-Month  and Nine Month Periods Ended November 30,  1999  and
1998.

The  Company  had no revenue from continuing operations  for  the
three-month  and  nine-month periods ended November  30,1999  and
1998.

General and administrative expenses of $4,380 for the three-month
period  ended  November 30, 1999, consisted of general  corporate
administration, legal and professional expenses,  and  accounting
and  auditing costs.  General and administrative expenses for the
nine-month  period  ended December 30, 1999,  were  $4,905.   The
Company had no such expenses for the same periods in 1998.

As  a result of the foregoing factors, the Company realized a net
loss of  $4,905 for the nine-month period ended November 30, 1999
and $0 for the comparable period in 1998.

Liquidity and Capital Resources

At November 30, 1999, the Company had working capital of $13,533.
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.

                            PART II.
                        Other Information

Item 4.  Submission of Matters to a Vote of Security Holders

      At  a  special meeting of stockholders held on November  3,
1999, the stockholders approved the following items:

     (1)  The election of Kent N. Dixon, Julie S. Dixon, and Kevin K.
Dixon as directors of the Company; and

     (2)  A change in domicile of the Company from Utah to Nevada
through  a  merger  of  the  Company  with  and  into  a   Nevada
corporation formed for that purpose.

                                7
<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 November 30, 1999 (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: June 20, 2000           By:   /s/ Kent N. Dixon, President


                                8
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