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 June 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
incorporation or organization)                 No.)
                                
                                
        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 August 11,
                                               1998
           _______                 ____________________________
         Common Stock                       11,000,000



<PAGE>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
                                

                                
                                
                                
                                

<PAGE>
                         BIOETHICS, LTD.
                  [A Development Stage Company]
                                
               UNAUDITED CONDENSED BALANCE SHEETS
                                
                                
                                
                             ASSETS
                                
                                
                                      June 30,    December 31,
                                        1998          1997
                                    ___________  ___________
CURRENT ASSETS:
  Cash in bank                        $  39,981     $      -
                                    ___________  ___________

                                      $  39,981     $      -
                                    ___________  ___________

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                        2,746            -
                                    ___________  ___________
        Total Current Liabilities         2,746            -
                                    ___________  ___________
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                   (3,765)      (1,000)
                                    ___________  ___________
        Total Stockholders' Equity       37,235            -
                                    ___________  ___________
                                      $  39,981     $      -
                                    ___________  ___________











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 financial
                           statements.
<PAGE>
                         BIOETHICS, LTD.
                  [A Development Stage Company]
                                
                                
          UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                                
                                
                       For the Three     For the Six      From Inception
                        Months Ended     Months Ended        on July 3,
                          June 30,         June 30,       1990 Through
                       _______________ _______________     June 30,
                        1998     1997   1998     1997         1998
                       _______ _______ _______ _______   _______________
REVENUE :
  Sales                $    -  $    -  $    -  $    -      $         -
                       _______ _______ _______ _______   _______________
EXPENSES:
  General and
    administrative      2,765       -   2,765       -            3,765
                       _______ _______ _______ _______   _______________

LOSS BEFORE
  INCOME TAXES         (2,765)      -  (2,765)      -           (3,765)

CURRENT TAX EXPENSE         -       -       -       -                -

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

NET LOSS              $(2,765) $    - $(2,765) $    -      $    (3,765)
                       _______ _______ _______ _______   _______________

LOSS PER COMMON SHARE $ (.00)  $ (.00)$ (.00)  $(.00)      $    (.00)
                       _______ _______ _______ _______   _______________
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
 The accompanying notes are an integral part of these financial
                           statements.
<PAGE>
                         BIOETHICS, LTD.
                  [A Development Stage Company]
                                
          UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                                
                                For the Six                From Inception
                               Months Ended                  on July 3,
                                 June 30,                   1990 Through
                        ___________________________           June 30,
                            1998          1997                  1998
                        _____________ _____________         _____________
Cash Flows to
  Operating Activities:
  Net loss              $     (2,765)  $         -          $     (3,765)
  Adjustments to
    reconcile net loss
    to net cash used by
    operating activities:
     Depreciation and 
       amortization                -             -                     -
     Changes in assets
       and liabilities:
       Accounts payable        2,746             -                 2,746
                        _____________ _____________         _____________
        Net Cash Flows
          to Operating
          Activities             (19)            -                (1,019)
                        _____________ _____________         _____________
Cash Flows to
  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                     39,981             -                39,981

Cash at Beginning
  of Period                        -             -                     -
                        _____________ _____________         _____________
Cash at End of Period   $     39,981  $          -          $     39,981
                        _____________ _____________         _____________

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 June 30, 1998 and 1997:
       None
                                
                                
                                
                                
 The accompanying notes are an integral part of these 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  June
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 June
30,  1998 is 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 required
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 June  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.








<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 cash
needs. The current sole officer and director has expressed her
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. There is no assurance that the Company
will be able to successfully identify and/or negotiate a suitable
potential business venture.

     The Company has experienced net losses during the
development stage (July 26, 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.

On  May  29, 1998, the Company issued 10,000,000 shares of Common
Stock  to thirteen accredited investors and raised gross proceeds
of  $40,000  in  a  non public offering in connection  therewith.
There  were  no  underwriting  discounts  or  commissions.  These
transactions  were  not registered under the  Securities  Act  of
1933,  in reliance on the exemption from registration in  Section
4(2)  of  the  Act,  as  transactions not  involving  any  public
offering,   and   Regulation  D  promulgated  thereunder.   These
securities   were  issued  as  restricted  securities   and   the
certificates were stamped with restrictive legends to prevent any
resale  without registration under the Act or in compliance  with
an exemption.

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
3(ii).1     Bylaws of the Company
27          Financial Data Schedule

     (b)  Reports on Form 8-K:

     One report on Form 8-K, dated May 29, 1998, was filed during
the quarter for which this report is filed reporting a change  in
control  of the registrant, resignation of officers and directors
and change in certifying accountants.


<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: August 14, 1998            By     /s/ Mark J. Cowan
                                    ___________________________
                                     Mark J. Cowan
                                     President, Chief Executive
                                     Officer, Chief Financial
                                     Officer and Director