FORM 10-Q
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                     ______________________
                                
     Quarterly Report Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                                
        For the Quarterly Period Ended September 30, 1998
                                
               Commission File Number 33-55254-41

                         BIOETHICS, LTD.
     (Exact name of registrant as specified in its charter)
                                
                                
            Nevada                              87-0485312
(State or other jurisdiction of    (IRS Employer Identification N0.)
incorporation or organization)
                                
                                
        8092 South Juniper Court, South Weber, Utah 84405
            (Address of principal executive offices)
                           (Zip Code)
                                
                         (801) 476-8110
      (Registrant's telephone number, including area code)
                                
     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                    __X__ Yes      _____ No
                                
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

             Class                Outstanding as of November 11, 1998
         Common Stock                       11,000,000




<PAGE>
                                
                 PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
                                
                         BIOETHICS, LTD.
                  [A Development Stage Company]
                                
               UNAUDITED CONDENSED BALANCE SHEETS
                                
                                
                             ASSETS
                                
                                
                                   September 30,  December 31,
                                        1998          1997
                                    ___________  ___________
CURRENT ASSETS:
  Cash in bank                        $  35,564     $      -
                                    ___________  ___________

                                      $  35,564     $      -
                                    ___________  ___________

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                            -            -
                                    ___________  ___________
        Total Current Liabilities             -            -
                                    ___________  ___________
STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value,
   25,000,000 shares authorized,
   11,000,000 shares issued and
   outstanding                           11,000        1,000
  Capital in excess of par value         30,000            -
  Deficit accumulated during the
    development stage                   (5,436)      (1,000)
                                    ___________  ___________
        Total Stockholders' Equity       35,564            -
                                    ___________  ___________
                                      $  35,564     $      -
                                    ___________  ___________











NOTE:   The balance sheet at December 31, 1997 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.
                                
<PAGE>

                         BIOETHICS, LTD.
                  [A Development Stage Company]
                                
                                
          UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                                
                                
                          For the Three     For the Nine   From Inception
                           Months Ended     Months Ended     on July 3,
                          September 30,    September 30,    1990 Through
                         _______________  _______________  September 30,
                         1998       1997  1998       1997       1998
                         _______ _______  _______ _______ _______________
REVENUE :
  Sales                 $     - $     -  $     - $     - $             -
                         _______ _______  _______ _______ _______________
EXPENSES:
  General and
    administrative        1,671       -    4,436       -           5,436
                         _______ _______  _______ _______ _______________

LOSS BEFORE INCOME TAXES (1,671)      -   (4,436)      -          (5,436)

CURRENT TAX EXPENSE           -       -        -       -               -

DEFERRED TAX EXPENSE          -       -        -       -               -
                         _______ _______  _______ _______ _______________

NET LOSS                $(1,671)$     -  $(4,436)$     - $        (5,436)
                         _______ _______  _______ _______ _______________

LOSS PER COMMON SHARE   $ (.00) $ (.00)  $ (.00) $ (.00) $          (.00)
                         _______ _______  _______ _______ _______________





                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
 The accompanying notes are an integral part of these unaudited
                 condensed financial statements.
                                
<PAGE>

                         BIOETHICS, LTD.
                  [A Development Stage Company]
                                
          UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                                
                                       For the Nine       From Inception
                                       Months Ended          on July 3,
                                       September 30,       1990 Through
                               __________________________  September 30,
                                   1998         1997           1998
                               ____________  ____________   ____________
Cash Flows from Operating Activities:
  Net loss                     $    (4,436)  $         -    $    (5,436)
  Adjustments to reconcile net
    loss to net cash used by
    operating activities:
     Depreciation and amortization       -             -              -
     Changes in assets and liabilities:
       Accounts payable                  -             -              -
                               ____________  ____________   ____________
        Net Cash to Operating
          Activities                (4,436)            -         (5,436)
                               ____________  ____________   ____________
Cash Flows from Investing Activities:
  Payment of organization costs          -             -              -
                               ____________  ____________   ____________
        Net Cash to Investing
          Activities                     -             -              -
                               ____________  ____________   ____________
Cash Flows from Financing Activities:
  Proceeds from common
    stock issuance                  40,000             -         41,000
                               ____________  ____________   ____________
        Net Cash from Financing
          Activities                40,000             -         41,000
                               ____________  ____________   ____________
Net Increase (Decrease) in Cash     35,564             -         35,564

Cash at Beginning of Period              -             -              -
                               ____________  ____________   ____________
Cash at End of Period          $    35,564   $         -    $    35,564
                               ____________  ____________   ____________

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 period ended September 30, 1998 and 1997:
     None
                                
                                
                                
                                
                                
                                
 The accompanying notes are an integral part of these unaudited
                 condensed financial statements.
                                
<PAGE>
                                
                         BIOETHICS, LTD.
                  [A Development Stage Company]
                                
        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
  
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  Organization - The Company was organized under the  laws  of  the
  State  of  Nevada  on  July 26, 1990.  The Company  has  not  yet
  generated   significant  revenues  from  its  planned   principal
  operations  and  is  considered a development  stage  company  as
  defined  in SFAS No. 7.  The Company was organized to  provide  a
  vehicle  for  participating  in potentially  profitable  business
  ventures which may become available through the personal contacts
  of,  an at the complete discretion of, the Company's officers and
  directors.   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
  September  30, 1998 and for all the 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 December 31, 1997 audited  financial
  statements.   The  results of operations for  the  periods  ended
  September 30, 1998 and 1997 are not necessarily indicative of the
  operating results for the full year.
  
  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles requires
  management  to  make estimates and assumptions  that  effect  the
  reported  amounts of assets and liabilities, the  disclosures  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 estimated by management.
  
NOTE 2 - COMMON STOCK
  
  During  July  1990,  in  connection with  its  organization,  the
  Company issued 1,000,000 shares of its previously authorized, but
  unissued  common stock.  Total proceeds from the  sale  of  stock
  amounted to $1,000 (or $.001 per share).
  
  During  May  1998, the Company issued 10,000,000  shares  of  its
  previously authorized, but unissued common stock.  Total proceeds
  from  the sale of stock amounted to $40,000 (or $.004 per share).
  The  issuance of common stock resulted in a change in control  of
  the Company [See Note 5].
  
NOTE 3 - INCOME TAXES
  
  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109  "Accounting
  for  Income Taxes".  FASB 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 September 30, 1997, there were  no
  material  deferred tax assets or liabilities, current or deferred
  tax expense, or net operating loss carryforwards.
  
  <PAGE>
  
                         BIOETHICS, LTD.
                  [A Development Stage Company]
                                
        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTIONS
  
  Management   Compensation  -  The  Company  has  not   paid   any
  compensation to its officers and directors.
  
  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 home as a mailing address, as needed,  at  no
  expense to the Company.
  
NOTE 5 - CHANGES IN CONTROL
  
  During  May 1998, the Company raised $40,000 through the sale  of
  10,000,000  shares of common stock.   The shares  sold  represent
  approximately ninety-one percent (91%) of the outstanding  shares
  of  common stock of the Company resulting in a change in  control
  of the Company.  The proceeds from the stock sale will be used to
  pay  for  legal and accounting fees and for management to  search
  for  possible  business opportunities.  The former  officers  and
  directors  of  the  Company resigned and  an  individual  holding
  approximately  23% of the outstanding common stock was  appointed
  as  the sole member of the Board of Directors of the Company  and
  as  the  new President, Chief Executive Officer, Chief  Financial
  Officer, and Secretary/Treasurer of the Company.
  
NOTE 6 - EARNINGS (LOSS) PER SHARE
  
  The  following  data  show the amounts used in  computing  income
  (loss)  per  share  and  the effect on income  and  the  weighted
  average  number of shares of dilutive potential common stock  for
  the  three  months ended September 30, 1998, for the nine  months
  ended  September  30, 1998 and from inception  on  July  3,  1996
  through September 30, 1998:
  
                        For  the Three       For the Nine    From Inception
                         Months Ended         Months Ended     on July 3,
                         September 30,        September 30,    1996 Through
                    _____________________ _____________________September 30,
                       1998       1997       1998       1997       1998
                    __________ __________ __________ __________ __________
  Income (loss) from
    continuing operations
    applicable to common
    stock           $  (1,671) $       -  $  (4,436) $       -  $  (5,436)
                    __________ __________ __________ __________ __________
  Income (loss) available
    to common stockholders
    used in  income (loss)
    per share       $  (1,671) $       -  $  (4,436) $        - $  (5,436)
                    __________ __________ __________ __________ __________
  Weighted average
    number of common
    shares outstanding
    used in earnings
    per share during
    the period      11,000,000  1,000,000  5,542,125  1,000,000  1,404,185
                    __________ __________ __________ __________ __________
  
  Dilutive earnings per share was not presented, as the Company had
  no  common equivalent shares for all periods presented that would
  effect the computation of diluted earnings (loss) per share.
  
  <PAGE>
  
Item  2.   Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations.

     The following discussion and analysis provides information
which management believes is relevant to an assessment and
understanding of the Company's consolidated results of operations
and financial condition. The discussion should be read in
conjunction with the consolidated financial statements and notes
thereto.

     The Company has no business operations, and very limited
assets or capital resources. The Company's business plan is to
seek one or more potential business ventures that, in the opinion
of management, may warrant involvement by the Company. The
Company recognizes that because of its limited financial,
managerial and other resources, the type of suitable potential
business ventures which may be available to it will be extremely
limited. The Company's principal business objective will be to
seek long-term growth potential in the business venture in which
it participates rather than to seek immediate, short-term
earnings. In seeking to attain the Company's business objective,
it will not restrict its search to any particular business or
industry, but may participate in business ventures of essentially
any kind or nature. It is emphasized that the business objectives
discussed are extremely general and are not intended to be
restrictive upon the discretion of management.

     The Company will not restrict its search for any specific
kind of firms, but may participate in a venture in its
preliminary or development stage, may participate in a business
that is already in operation or in a business in various stages
of its corporate existence. It is impossible to predict at this
stage the status of any venture in which the Company may
participate, in that the venture may need additional capital, may
merely desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. In some
instances, the business endeavors may involve the acquisition of
or merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading
market for its common stock.
     
     The Company does not have sufficient funding to meet its
anticipated cash needs. The current sole officer and director has
expressed his intent to borrow funds to the extent possible, to
fund the costs of operating the Company until a suitable business
venture can be completed. Management does not anticipate raising
funds during the next twelve months through the sale of
securities. There is no assurance that the Company will be able
to successfully identify and/or negotiate a suitable potential
business venture or raise additional funding.

     The Company has experienced net losses during the
development stage (July 3, 1990 to present) and has had no
significant revenues during such period. During the past two
fiscal years the Company has had no business operations. In light
of these circumstances, the ability of the Company to continue as
a going concern is significantly in doubt. The attached financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.

Forward-Looking Statements

     When used in this Form 10-Q or other filings by the Company
with the Securities and Exchange Commission, in the Company's
press releases or other public or shareholder communications, or
in oral statements made with the approval of an authorized
officer of the Company's executive officers, the words or phrases
"would be", "will allow", "intends to", "will likely result",
"are expected to", "will continue", "is anticipated", "estimate",
"project", or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.

       The Company cautions readers not to place undue reliance
on any forward-looking statements, which speak only as of the
date made, and advises readers that forward-looking statements
involve various risks and uncertainties. The Company does not
undertake, and specifically disclaims any obligation to update
any forward-looking statements to reflect occurrences or
unanticipated events or circumstances after the date of such
statement.

<PAGE>

                   PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

     None.

Item 2.  Changes in Securities.

     None.

Item 3.  Defaults Upon Senior Securities.

     None.

Item 4.  Submission of Matters to Vote of Securityholders.

     None.

Item 5.  Other Information.

     None.

Item 6.  Exhibits and Reports on Form 8-K.

     (a)
                        INDEX TO EXHIBITS

 EXHIBIT NO.                   DESCRIPTION OF EXHIBIT

   3(i).1    Articles of Incorporation of the Company
             (Incorporated by reference to Exhibit 3(i).1 of the
             Company's Form 10-Q, dated June 30, 1998).

   3(ii).1   Bylaws of the Company (Incorporated by reference to
             Exhibit 3(ii).1 of the Company's Form 10-Q, dated
             June 30, 1998).

   27        Financial Data Schedule
     
   (b)  Reports on Form 8-K:

   None.


<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.
  
                                 BIOETHICS, LTD.
                                 
                                 
                                 
                                 
Date: November 12, 1998          By /s/ Mark J. Cowan
                                   Mark J. Cowan
                                   President, Chief Executive
                                   Officer, Chief Financial
                                   Officer and Director