FORM 10-QSB
                                       
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                                       
                            Washington, D.C.  20549
                            ______________________
                                       
               Quarterly Report Under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                                       
                 For the Quarterly Period Ended March 31, 1999
                                       
                      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 No.)
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
                                       
     State 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 May 6, 1999
         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
                                       
                                       
                                     March 31,   December 31,
                                        1999          1998
                                    ___________  ___________
CURRENT ASSETS:
  Cash in bank                        $  34,598     $ 35,564
                                    ___________  ___________

                                      $  34,598     $ 35,564
                                    ___________  ___________

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                    $   2,225     $    899
                                    ___________  ___________
        Total Current Liabilities         2,225          899
                                    ___________  ___________
STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value,
   25,000,000 shares authorized,
   11,000,000 shares issued and
   outstanding                           11,000       11,000
  Capital in excess of par value         30,000       30,000
  Deficit accumulated during the
   development stage                     (8,627)      (6,335)
                                    ___________  ___________
        Total Stockholders' Equity       32,373       34,665
                                    ___________  ___________
                                      $  34,598     $ 35,564
                                    ___________  ___________















NOTE:   The balance sheet at December 31, 1998 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.

                                    -2-
<PAGE>



                                BIOETHICS, LTD.
                         [A Development Stage Company]
                                       
                                       
                 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                                       
                                       
                                      For the Three      From Inception
                                       Months Ended       on July 26,
                                        March 31,         1990 Through
                                   ____________________    March 31,
                                       1999      1998         1999
                                   __________ __________ ______________
REVENUE                              $     -    $     -    $       -
                                   __________ __________ ______________
EXPENSES
  General and administrative           2,292          -        8,627
                                   __________ __________ ______________

LOSS BEFORE INCOME TAXES              (2,292)         -       (8,627)

CURRENT TAX EXPENSE                        -          -            -

DEFERRED TAX EXPENSE                       -          -            -
                                   __________ __________ ______________

NET LOSS                             $(2,292)   $     -    $  (8,627)
                                   __________ __________ ______________

LOSS PER COMMON SHARE                $  (.00)   $  (.00)   $    (.00)
                                   __________ __________ ______________
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
   The accompanying notes are an integral part of these unaudited condensed
   financial statements.

                                      -3-
<PAGE>

             
                                BIOETHICS, LTD.
                         [A Development Stage Company]
                                       
                 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                     
                                       For the Three     From Inception
                                        Months Ended      on July 26,
                                         March 31,        1990 Through
                                   ____________________     March 31,
                                       1999      1998         1999
                                   __________ __________ ______________
Cash Flows from Operating 
 Activities:
  Net loss                           $(2,292)   $     -    $  (8,627)
  Adjustments to reconcile net
    loss to net cash used by
    operating activities:
     Depreciation and amortization         -          -            -
     Changes in assets and 
      liabilities:
       Accounts payable                1,326          -        2,225
                                   __________ __________ ______________
     Net Cash (used) by Operating
          Activities                    (966)         -       (6,402)
                                   __________ __________ ______________
Cash Flows from Investing
 Activities:
  Payment of organization costs            -          -            -
                                   __________ __________ ______________
     Net Cash provided by Investing 
          Activities                       -          -            -
                                   __________ __________ ______________
Cash Flows from Financing
 Activities:
  Proceeds from common stock
   issuance                                -          -       41,000
                                   __________ __________ ______________
     Net Cash provided by Financing 
          Activities                       -          -       41,000
                                   __________ __________ ______________
Net Increase (Decrease) in Cash         (966)         -       34,598

Cash at Beginning of Period           35,564          -            -
                                   __________ __________ ______________
Cash at End of Period                $34,598    $     -    $  34,598
                                   __________ __________ ______________

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 March 31, 1999:
     None
  
  For the period ended March 31, 1998:
    None
                                       
                                       
                                       
                                       
                                       
                                       
   The accompanying notes are an integral part of these unaudited condensed
   financial statements.

                                     -4-
<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, and 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
  March 31, 1999 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,  1998
  audited financial statements.  The results of operations for the periods ended
  March  31,  1999  and  1998 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 March 31, 1999, there were no material deferred
  tax  assets or liabilities, current or deferred tax expense, or net  operating
  loss carryforwards.

                                    -5-
<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 March 31, 1999 and 1998  and
  from inception on July 26, 1990 through March 31, 1999:
  
                                       For the Three        From Inception
                                        Months Ended          on July 26,
                                          March 31,          1990 Through
                                  ________________________     March 31,
                                      1999         1998          1999
                                  ____________  __________  ______________
    Income (loss) from continuing
      operations applicable to
      common stock                 $   (2,292)   $      -     $  (8,627)
                                  ____________  __________  _____________
    Weighted average number of
      common shares outstanding
      used in earnings per share
      during the period            11,000,000   1,000,000     2,053,628
                                  ____________  __________  _____________
  
  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.

                                      -6- 
<PAGE>                                      


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

     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.

Plan of Operation

     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.

                                     7
<PAGE>

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

     None.

Item 2.  Changes in Securities and Use of Proceeds.

     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                   DESCRIPTION OF EXHIBIT
   NO.                                
   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.



                                     8
<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: May 10, 1999              By  /s/ Mark J. Cowan
                                 
                                   Mark J. Cowan
                                   President, Chief Executive
                                   Officer, Chief Financial
                                   Officer and Director
                                 

<PAGE>

                                 
                                 EXHIBIT 27.1
                                       
                           (Financial Data Schedule)