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, 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:  At
January  10,  2001, there were 3,480,000 shares of common  stock
outstanding.

<PAGE>

                           FORM 10-QSB
                 APHRODITE SOFTWARE CORPORATION

                              INDEX
                                                             Page
PART I.   Item 1.  Financial Information                       2

          Financial Statements                                 3

          Balance Sheets - November 30, 2000 and               3
          February 29, 2000

          Statements  of Operations - Three  Months            4
          and Nine Months
          Ended November 30, 2000 and 1999, and
          From Inception to November 30, 2000

          Statements  of Cash Flows - Three  Months            5
          and Nine Months
          Ended November 30, 2000 and 1999, and
          From Inception to November 30, 2000

          Notes to Consolidated Financial Statements           6

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

PART II.  Other Information                                    9

Signatures                                                    10

                                2
<PAGE>

                             PART I.
                  Item 1. Financial Information

                 APHRODITE SOFTWARE CORPORATION
                  [A Development Stage Company]

                    CONDENSED BALANCE SHEETS
                           [Unaudited]


                             ASSETS

                                         November 30,   February 29,
                                             2000           2000
                                         ___________    ___________
CURRENT ASSETS:
  Cash in bank                             $  8,359      $   12,721
                                         ___________    ___________
        Total Current Assets                  8,359          12,721
                                         ___________    ___________
                                           $  8,359      $   12,721
                                         __________________________

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                         $    650      $      803
                                         ___________    ___________
        Total Current Liabilities               650             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                      (24,291)         (20,082)
                                         ___________    ___________
        Total Stockholders' Equity            7,709          11,918
                                         ___________    ___________
                                           $  8,359      $   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]

<TABLE>
<CAPTION>

                              For the Three          For the Nine  From Inception
                               Months Ended          Months Ended  on February 20,
                                November 30,         November 30,   1987 Through
                              ___________________________________    November 30,
                                2000      1999      2000     1999       2000

<S>                          <C>      <C>       <C>        <C>      <C>
REVENUE                      $     -  $      -  $      -   $     -  $       -

EXPENSES:
  General and Administrative   1,505     4,380     4,209     4,905     24,291

LOSS BEFORE INCOME
  TAXES                       (1,505)   (4,380)   (4,209)    (4,905)  (24,291)

CURRENT TAX EXPENSE                -         -         -          -         -

DEFERRED TAX EXPENSE               -         -         -          -         -


NET LOSS                     $(1,505) $ (4,380) $ (4,209)  $ (4,905) $(24,291)


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]

               CONDENSED STATEMENTS OF CASH FLOWS

        INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                           [Unaudited]


                                                   For the Nine   From Inception
                                                   Months Ended  on February 20,
                                                   November 30,   1987 Through
                                               _________________   November 30,
                                               2000         1999        2000

Cash Flows From Operating
  Activities:
 Net loss                                    $  (4,209)  $  (4,905)  $ (24,291)
 Adjustments to reconcile net loss to
   net cash used by operating activities:
  Changes in assets and liabilities:
    Increase (Decrease) in accounts payable       (153)      (278)         650

     Net Cash (Used) by Operating Activities    (4,362)    (5,183)     (23,641)

Cash Flows From Investing Activities                 -          -            -

     Net Cash Provided by Investing Activities       -          -            -

Cash Flows From Financing Activities:

 Proceeds from issuance of common stock              -     20,000        2,000

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

Net Increase (Decrease) in Cash                 (4,362)    14,817        8,359

Cash at Beginning of Period                     12,721          -            -

Cash at End of Period                       $    8,359  $  14,817   $    8,359

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 Nine months ended November 30, 2000:
     None

  For the Nine months ended November 30, 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
  November  30, 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
  November 30, 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. 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.

  Common Stock - During 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

  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
  November 30, 2000, the Company has available unused operating
  loss carryforwards of approximately $24,200, 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 $8,200 and $6,800 as
  of November 30, 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 $1,400 for the nine months ended November 30,
  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  nine  months  ended
  November  30,  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:

</TABLE>
<TABLE>
<CAPTION>

                                        For the Three        For the Nine   From Inception
                                         Months Ended        Months Ended   on February 20,
                                         November 30,        November 30,   1987 Through
                                      ____________________________________  November 30,
                                       2000       1999     2000       1999       2000
<S>                                <C>        <C>        <C>        <C>         <C>
Loss from continuing operations
 available to common shareholders
  (numerator)                      $  (1,505) $  (4,380) $  (4,209) $  (4,905)  $ (24,291)


Weighted average number of
 common shares outstanding used
 in loss per share for the period
 (denominator)                     3,480,000  1,125,985  3,480,000  1,125,985     716,811
<TABLE/>


                                8
<PAGE>


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

Results of Operations

Three and Nine Months Ended November 30, 2000 and 1999.

The  Company  had no revenue from continuing operations  for  the
three and nine months ended November 30, 2000 and 1999.

General  and administrative expenses for the three-month  periods
that  ended  November 30, 2000 and 1999 were $1,505  and  $4,380,
respectively.  General and administrative expenses for the  nine-
month  periods that ended November 30, 2000 and 1999 were  $4,209
and  $4,905, respectively.  These expenses consisted  of  general
corporate  administration, legal and professional  expenses,  and
accounting and auditing costs.

As  a  result of the foregoing factors, the Company realized  net
losses  of $1,505 and $4,209 for the three and nine-month periods
that  ended November 30, 2000, compared to net losses  of  $4,380
and $4,905 for the same periods in 1999.

Liquidity and Capital Resources

At November 30, 2000, the Company had $8,359 in cash on hand with
a working capital of approximately $7,709.

Currently,  the Company has no material commitments  for  capital
expenditures and Management believes that it has sufficient  cash
to  meet  its operational needs for the next twelve  months.   If
required, Management may attempt to raise additional capital  for
its  current  operational needs through loans from its  officers,
debt  financing, equity financing or a combination  of  financing
options.    However,   there  are  no  existing   understandings,
commitments or agreements for such an infusion; nor can there  be
assurances  to  that  effect.  Moreover, 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.

                   PART II.  OTHER INFORMATION

EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

None.

Reports on Form 8-K

None

                                9
<PAGE>
                           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: January 10, 2001        By:/s/ Jared C. Southwick,
                                 Secretary and Treasurer

                               10
<PAGE>



</TABLE>