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 June 30, 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 August 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


                                      June 30,   December 31,
                                        1999        1998
                                    ___________  ___________
CURRENT ASSETS:
  Cash in bank                        $  31,451     $ 35,564
                                    ___________  ___________
        Total Current Assets             31,451       35,564
                                    ___________  ___________
                                      $  31,451     $ 35,564
                                    ___________  ___________

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                    $     185     $    899
                                    ___________  ___________
        Total Current Liabilities           185          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                    (9,734)      (6,335)
                                    ___________  ___________
        Total Stockholders' Equity       31,266       34,665
                                    ___________  ___________
                                      $  31,451     $ 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      For the Six        From Inception
                        Months Ended      Months Ended      on February 11,
                          June 30,          June 30,          1990 Through
                    ___________________ ___________________     June 30,
                       1999      1998     1999      1998          1999
                    _________ _________ _________ _________ _______________
REVENUE              $     -   $     -   $     -   $     -     $       -
                    _________ _________ _________ _________ _______________
EXPENSES:
  General and
   administrative      1,107     2,765     3,399     2,765         9,734
                    _________ _________ _________ _________ _______________

LOSS BEFORE INCOME
 TAXES                (1,107)   (2,765)   (3,399)   (2,765)       (9,734)

CURRENT TAX EXPENSE        -         -         -         -             -

DEFERRED TAX EXPENSE       -         -         -         -             -
                    _________ _________ _________ _________ _______________

NET LOSS             $(1,107)  $(2,765)  $(3,399)  $(2,765)    $  (9,734)
                    _________ _________ _________ _________ _______________

LOSS PER COMMON
 SHARE               $  (.00)  $  (.00)  $  (.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 Six       From Inception
                                            Months Ended      on February 11,
                                            June 30,           1990 Through
                                         ___________________     June 30,
                                            1999     1998          1999
                                         _________ _________ ________________
Cash Flows Provided by Operating
 Activities:
  Net loss                                $(3,399)  $(2,765)    $  (9,734)
  Adjustments to reconcile net
   loss to net cash used by
   operating activities:
    Depreciation and amortization               -         -             -
    Changes in assets and liabilities:
     Increase (decrease) in accounts
      payable                                (714)    2,746           185
                                         _________ _________ ________________
        Net Cash (Used) by
         Operating Activities              (4,113)      (19)       (9,549)
                                         _________ _________ ________________
Cash Flows Provided by Investing
 Activities:
  Payment of organization costs                 -         -             -
                                         _________ _________ ________________
        Net Cash Provided (Used)
         by Investing Activities                -         -             -
                                         _________ _________ ________________
Cash Flows Provided by Financing
 Activities:
  Proceeds from common stock issuance           -    40,000        41,000
                                         _________ _________ ________________
        Net Cash Provided by
         Financing Activities                   -    40,000        41,000
                                         _________ _________ ________________
Net Increase (Decrease) in Cash            (4,113)   39,981        31,451

Cash at Beginning of Period                35,564         -             -
                                         _________ _________ ________________
Cash at End of Period                     $31,451   $39,981     $  31,451
                                         _________ _________ ________________

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, 1999:
     None

  For the period ended June 30, 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 - Bioethics, Ltd. (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
  June 30, 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
  June 30, 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 June 30, 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 - LOSS PER SHARE

  The  following data show the amounts used in computing loss per share and  the
  effect  on  income  and  the weighted average number  of  shares  of  dilutive
  potential  common stock for the three and six months ended June 30,  1999  and
  1998 and from inception on February 11, 1990 through June 30, 1999:


                                                                       From
                           For the Three         For the Six       Inception on
                            Months Ended         Months Ended      February 11,
                              June 30,             June 30,        1990 Through
                       _____________________ _____________________   June 30,
                          1999       1998       1999       1998        1999
                       __________ __________ __________ __________ ____________
 Income (loss) from
  continuing operations
  applicable to common
  stock                 $ (1,107)  $ (2,765)  $ (3,399)  $ (2,765)   $ (9,734)
                       __________ __________ __________ __________ ____________
 Weighted average number
  of common shares
  outstanding used in
  earnings per share
  during the period    11,000,000  7,593,407 11,000,000  4,314,917   2,303,281
                       __________ __________ __________ __________ ____________

  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 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: August 6, 1999             By /s/ Mark J. Cowan

                                   Mark J. Cowan
                                   President, Chief Executive
                                   Officer, Chief Financial
                                   Officer and Director

                                   -9-
<PAGE>