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, 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 - November 30, 2001                           3

          Statements  of Operations - Three  Months                    4
          and Nine Months Ended November 30, 2001 and  2000,
          and From Inception to November 30, 2001

          Statements of Cash Flows - Nine Months                       5
          Ended November 30, 2001 and 2000, and
          From Inception to November 30, 2001

          Notes to Consolidated Financial Statements                   6

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

PART II.  Other Information                                            9

Signatures                                                             9

                                2
<PAGE>

                 APHRODITE SOFTWARE CORPORATION
                  [A Development Stage Company]

                UNAUDITED CONDENSED BALANCE SHEET

                             ASSETS


                                                      November 30,
                                                          2001
                                                      ___________
CURRENT ASSETS:
  Cash                                                 $    5,501
                                                      ___________
        Total Current Assets                                5,501
                                                      ___________
                                                       $    5,501
                                                     _____________


              LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                                     $    3,000
                                                      ___________
        Total Current Liabilities                           3,000
                                                      ___________

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                                    (29,499)
                                                      ___________
        Total Stockholders' Equity                          2,501
                                                      ___________
                                                       $    5,501
                                                     _____________

  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     For the Nine  From Inception
                                Months Ended     Months Ended  on February 20,
                                November 30,     November 30,   1987 Through
                               _____________    ______________  November 30,
                               2001     2000     2001     2000     2001
                              ___________________________________________

REVENUE                      $     -  $     -  $     -  $     -  $      -
                              ___________________________________________

EXPENSES:
  General and Administrative   1,134    1,505    3,981    4,209    29,499
                               __________________________________________
LOSS BEFORE INCOME
  TAXES                       (1,134)  (1,505)  (3,981)  (4,209)  (29,499)

CURRENT TAX EXPENSE                -        -        -        -         -

DEFERRED TAX EXPENSE               -        -        -        -         -
                              ____________________________________________

NET LOSS                     $(1,134) $(1,505) $(3,981) $(4,209) $(29,499)
                              ____________________________________________

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]

          UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

        INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<CAPTION>
<TABLE>
                                                 For the Nine     From Inception
                                                 Months Ended     on February 20,
                                                  November 30      1987 Through
                                             ______________________ November 30,
                                                 2001       2000        2001
                                             _________________________________
<S>                                          <C>         <C>        <C>
Cash Flows From Operating
  Activities:
 Net loss                                    $  (3,981)  $ (4,209)  $ (29,499)
 Adjustments to reconcile net loss to
   net cash used by operating activities:
  Changes is assets and liabilities:
    Increase (Decrease) in accounts
       payable                                   2,129       (153)      3,000
                                                 _____      _____       ______
     Net Cash (Used) by Operating Activities    (1,852)    (4,362)     (26,499)
                                                 _____      _____       ______
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                 (1,852)    (4,362)       5,501

Cash at Beginning of Period                      7,353     12,721            -
                                                 _____     ______       ______
Cash at End of Period                          $ 5,501   $  8,359   $    5,501
                                                 _____     ______       ______
</TABLE>

Supplemental Disclosures of Cash Flow Information:
<TABLE>
<S>                                            <C>       <C>        <C>
 Cash paid during the period for:
   Interest                                    $     -   $      -   $        -
   Income taxes                                $     -   $      -   $        -
</TABLE>
Supplemental Schedule of Noncash Investing and Financing
Activities:

  For the period ended November 30, 2001:
     None

  For the period ended November 30, 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
  November  30, 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
  November 30, 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. 140, "Accounting for  Transfers
  and   Servicing  of  Financial  Assets  and  Extinguishments   of
  Liabilities - a replacement of FASB Statement No. 125", SFAS  No.
  141,  "Business Combinations", SFAS No. 142, "Goodwill and  Other
  Intangible  Assets",  and  SFAS No. 143,  "Accounting  for  Asset
  Retirement  Obligations", were recently issued.   SFAS  No.  140,
  141, 142 and 143 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  its   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 November 30, 2001, the Company
  has   available   unused   operating   loss   carryforwards    of
  approximately  $29,000,  which  may  be  applied  against  future
  taxable income and which expire in various years through 2021.

  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 $9,800 as of November 30, 2001 with  an
  offsetting  valuation allowance at each period end  of  the  same
  amount  resulting  in  a  change in the  valuation  allowance  of
  approximately $1,200 for the nine month period ended November 30,
  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 November 30, 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.   Further, the Company may not have adequate  working
  capital  to continue 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  and the weighted average number of shares of common  stock
  outstanding for the periods presented:

<CAPTION>
<TABLE>
                                      For the Three             For the Nine    From Inception
                                       Months Ended             Months Ended    on February 20,
                                       November 30,              November 30,    1987 Through
                                    ___________________________________________   November 30,
                                    2001          2000         2001        2000      2001
                                 ___________________________________________________________
<S>                              <C>          <C>          <C>          <C>         <C>
Loss from continuing operations
available to common shareholders
(numerator)                      $  (1,134)   $  (1,505)   $  (3,981)   $ (4,209)   $(29,499)
                                   _______       _______     _______      _______    ________

Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator)                    3,480,000    3,480,000    3,480,000    3,480,000    904,660
                                 _________    _________    _________    _________    ________
</TABLE>

  Dilutive earnings (loss) per share is not presented, as the
  Company had no common equivalent shares for all periods presented
  that would affect the computation of diluted loss per share.


                                8
<PAGE>

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

Results of Operations

Nine Month periods Ended November 30, 2001 and 2000.

The  Company had no revenues from continuing operations  for  the
nine-month  periods ended November 30, 2001 and  2000.   Expenses
were  $3,981  for  the nine months ended November  30,  2001  and
$4,209 for the same period in 2000.  As a result of the foregoing
factors,  the Company realized a net loss of $3,981 for the  nine
months ended November 30, 2001, and a net loss of $4,209 for  the
nine  months  ended November 30, 2000.  The Company continues  to
operate  at a net loss of $29,499 from inception on February  20,
1987 through November 30, 2001.

Liquidity and Capital Resources

At  November 30, 2001, the Company had working capital of $2,501.
Management believes the Company has sufficient cash to  fund  its
limited  operations through the fiscal year ending  February  28,
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.

                   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: January 18, 2002        By: /s/ Jared C. Southwick
                                  Secretary and Treasurer

                                9
<PAGE>