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 Sept. 30, 1999

      [   ]     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.  0-14919

                         VIDEOPLEX, INC.
(Exact name of small business issuer as specified in its charter)

          New Jersey                        22-2485230
(State or other jurisdiction of     (IRS Employer Identification No.)
 incorporation or organization)

   5882 South 900 East, Suite 202, Salt Lake City, Utah  84121
            (Address of principal executive offices)

                         (801) 269-9500
                   (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 CORPORATE ISSUERS:
State  the number of shares outstanding of each of the  issuer's
classes of common equity, as April 24, 2000:   8,444,314  shares
of common stock.

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  [  ]

Transitional Small Business Format:  Yes [   ]  No [ X ]

Documents incorporated by reference:  None

<PAGE>

                           FORM 10-QSB
                         VIDEOPLEX, INC.

                              INDEX

                                                                     Page

PART I.  Financial Information                                         3

         Unaudited Condensed Balance Sheets as of Sept. 30, 1999       4

         Unaudited Condensed Statements of Operations as of
          Sept. 30, 1999                                               5

         Unaudited Condensed Statements of Cash Flows as of
          Sept. 30, 1999                                               6

         Notes to Unaudited Consolidated Financial Statements          7

         Management's Discussion and Analysis of                      11
          Financial Condition or Plan of Operation

PART II.  Other Information                                           11

Signatures                                                            12

                                2
<PAGE>
                             PART I.
                      Financial Information

     In the opinion of management, the accompanying unaudited
financial statements included in this Form 10-QSB reflect all
adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the results of operations
for the periods presented.  The results of operations for the
periods presented are not necessarily indicative of the results
to be expected for the full year.

                                3
<PAGE>
                         VIDEOPLEX, INC.
                  [A Development Stage Company]

               UNAUDITED CONDENSED BALANCE SHEETS

                             ASSETS



                                                September 30,  June 30,
                                                    1999         1999
                                                  ___________  ___________
CURRENT ASSETS:
  Cash in bank                                   $        -   $        -
                                                  ___________  ___________
        Total Current Assets                              -            -
                                                  ___________  ___________
                                                 $        -   $        -
                                                  ___________  ___________


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES:
   Liabilities of discontinued operations         $  181,825   $  181,825
                                                   ___________  ___________
        Total Current Liabilities                    181,255      181,825
                                                   ___________  ___________

STOCKHOLDERS' (DEFICIT):
  Common stock, no par value, 10,000,000
   shares authorized, 8,444,314 shares issued
   and outstanding                                 2,509,474    2,509,474
  Retained deficit                                (2,691,299)  (2,691,299)
  Deficit accumulated during the development stage         -            -
                                                  ___________  ___________

Total Stockholders' (Deficit)                       (181,825)    (181,825)
                                                  ___________  ___________
                                                  $        -   $        -
                                                   ___________  ___________

Note: The balance sheet at June 30, 1999 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.

                                4
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]


          UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                        Cumulative from
                                                       the Re-entering of
                                                        Development Stage
                                  For the Three Months     on July 1,
                                   Ended September 30,    1994 through
                                  ______________________  September 30,
                                        1999      1998          1999
                                    __________ __________   ___________
REVENUE:
  Sales                             $      -  $      -     $       -
                                    __________ __________    __________

  Total Revenue                            -          -             -
                                   __________ __________    __________

EXPENSES:
  General and administrative               -         -             -
                                   __________ __________    __________

  Total Expenses                           -         -             -
                                   __________ __________    __________

LOSS FROM OPERATIONS                       -         -             -

CURRENT INCOME TAXES                       -         -             -

DEFERRED INCOME TAX                        -         -             -
                                   __________ __________    __________
DISCONTINUED OPERATIONS:
 Loss from operations of marketing
  and sales business subsidiary            -         -             -
                                    __________ __________   ___________

NET LOSS                            $      -  $      -     $       -
                                    __________ __________   ___________
LOSS PER SHARE:
 Loss from continuing operations    $      -  $      -     $        -
                                    __________ __________   ___________
   Total Loss Per Share             $      -  $      -     $        -
                                    __________ __________   ___________


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

                                5
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

          UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                                                Cumulative from
                                                              the Re-entering of
                                                               Development Stage
                                           For the Three Months   on July 1,
                                            Ended September 30,  1994 through
                                          ______________________  September 30,
                                               1999       1998       1999
                                          ________________________________
Cash Flows From Operating Activities:
  Net loss                                  $    -      $  -       $       -
  Adjustments to reconcile net loss to
    net cash used by operating activities:
    Changes in assets and liabilities:
                                          ________________________________
        Net Cash (Used) by
          Operating Activities                   -         -              -
                                          ________________________________
Cash Flows From Investing Activities:
                                                 -         -              -
                                          ________________________________
        Net Cash (Used) by
          Investing Activities                   -         -              -
                                          ________________________________
Cash Flows From Financing Activities:
                                                 -         -              -
                                          ________________________________
        Net Cash Provided by
          Financing Activities                   -         -              -
                                          ________________________________
Net Increase in Cash                             -         -              -

Cash at Beginning of the Year                    -         -              -
                                          ________________________________
Cash at End of the Year                   $      -  $      -      $       -
                                          ________________________________

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 three months ended September 30, 1999:
  None

     For the three months ended September 30, 1998:
  None

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

                                6
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - Videoplex, Inc. (the Company) was organized  under
  the  laws  of  the State of New Jersey on August 29,  1983.   The
  Company  was formed to engage in the marketing and sales  of  the
  "Videoplex"  single  screen multi-presentation  machine.   During
  1994  management  determined it was in the best interest  of  the
  Company  to discontinue its previous operations.  The Company  is
  considered  to  have re-entered into a new development  stage  on
  July 1,1994.

  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  31, 1999 and 1999 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  June  30,  1999  audited  financial
  statements.   The  results of operations for  the  periods  ended
  September  31,  1999  are  not  necessarily  indicative  of   the
  operating results for the full year.

  Development   Stage  Company  -  The  Company  is  considered   a
  development  stage company as defined in Statement  of  Financial
  Accounting Standards (SFAS) No. 7.

  Loss  Per  Share  - The computation of loss per share  of  common
  stock   is  based  on  the  weighted  average  number  of  shares
  outstanding  during  the periods presented,  in  accordance  with
  Statement  of  Financial Accounting Standards No. 128,  "Earnings
  Per Share" [See Note 6].

  Cash  and  Cash  Equivalents  - For  purposes  of  the  financial
  statement of cash flows, the Company considers all highly  liquid
  debt  investments purchased with a maturity of  three  months  or
  less to be cash equivalents.

  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 amounts of revenues  and  expenses
  during  the  reporting period.  Actual results could differ  from
  those estimated by management.

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
  Pensions  and  Other  Postretirement  Benefits",  SFAS  No.  133,
  "Accounting  for Derivative Instruments and Hedging  Activities",
  SFAS  No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
  No.  135,  "Rescission  of FASB Statement No.  75  and  Technical
  Corrections", SFAS No. 136, "Transfers of Assets  to  a  not  for
  profit  organization  or charitable trust that  raises  or  holds
  contributions  for  others", and SFAS No.  137,  "Accounting  for
  Derivative Instruments and Hedging Activities - deferral  of  the
  effective date of FASB statement No. 133 ( an amendment  of  FASB
  Statement  No. 133.)," were recently issued.  SFAS No. 132,  133,
  134,  135,  136  and  137 have no current  applicability  to  the
  Company  or  their effect on the financial statements  would  not
  have been significant.

                                7
  <PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 - DISCONTINUED OPERATIONS

  The  accompanying financial statements as of September 30, 1999
  and  for  the three months ended September 30, 1999  and  1998,
  have  been  reclassified  to reflect management's  decision  to
  discontinue   the  Company's  operations  in  the   sales   and
  marketing  business.   The  Company's  previous  operations  in
  sales  and  marketing of the "Videoplex" single  screen  multi-
  presentation  machine  business are  included  as  discontinued
  operations in the financial statements of the Company.

  Assets (liabilities) of discontinued operations consisted of  the
  following at September 30, 1999:


                                                      September 30,
                                                           1999
                                                       __________
    Assets  of Discontinued Operations                 $         -

    Liabilities  of Discontinued  Operations                     -
            Judgement payable                              105,275
            Taxes payable                                   76,550
                                                       __________
                   Totals                              $   181,825
                                                       __________


  The  following is a condensed, proforma statement of operations
  that  reflects  what the presentation would have  been  without
  the  reclassifications  required by  "discontinued  operations"
  accounting principles:

                                                         From the
                                    For the Three     Re-entering of
                                     Months Ended    Development Stage
                                    September 30,        on July 1,
                                 ___________________   1994 through
                                    1999   1998      September 30, 1999
                                  __________________________________

Net Sales                        $     - $     -   $          -

Cost of Goods Sold                     -       -              -

Other Operating Expenses               -       -              -

                                  __________________________________
Net Loss                         $     - $     -              -
                                  __________________________________
Loss per Share                   $     - $     -   $          -
                                  __________________________________

                                8
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 3 - INCOME TAXES

  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109  "Accounting
  for  Income Taxes" which requires a assets and liability approach
  for the effect of income taxes.

  The Company has available at September 30, 1999, unused operating
  loss  carryforwards  of approximately $2,400,000,  which  may  be
  applied against future taxable income and which expire in various
  years  through  2019.   If  certain substantial  changes  in  the
  Company's  ownership  should occur,  there  could  be  an  annual
  limitation on the amount of net operating loss carryforward which
  can  be utilized.  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  are  approximately $820,000  and  $820,000  as  of
  September  30,  1999  and June 30, 1999,  respectively,  with  an
  offsetting  valuation allowance at each period end  of  the  same
  amount,  resulting  in a change of approximately  $0  during  the
  three months ended September 30, 1999.

NOTE 4 - RELATED PARTY TRANSACTIONS

  Management  Compensation  -  During the  periods  presented,  the
  Company  did  not  pay  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.

  Change  in Management - Subsequent to September 1999, the Company
  under  went  a change in the officers and Board of Director's  of
  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 has no on-going operations and has incurred
  losses  since  its inception.  Further, the Company  has  current
  liabilities in excess of assets and has no working capital to pay
  its  expenses.  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 loans or through  sales
  of  its  common stock or through a possible business  combination
  with  another  company.  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.

                                9
  <PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



NOTE 6 - EARNINGS (LOSS) PER SHARE

  The  following  data  show the amounts used in  computing  income
  (loss) per share and the effect on income (loss) and the weighted
  average  number of shares of dilutive potential common stock  for
  the  three months ended September 30, 1999 and 1998 and  for  the
  period from the re-entering of development stage on July 1,  1994
  through September 30, 1999:

                                                               Cumulative from
                                                              the Re-entering of
                                                               Development Stage
                                          For the Three Months     on July 1,
                                           Ended September 30,  1994, through
                                           ___________________   September 30,
                                              1999       1998       1999
                                            ________________________________
Loss from continuing operations available
 to  common stockholders (numerator)        $       -  $        -   $         -
                                             ________________________________
Loss from discontinued operations available
 to common stockholders (numerator)         $       -  $        -    $        -
                                             ________________________________
Weighted average number of
 common shares outstanding
 used in earnings per share
during the period (denominator)              8,444,314   8,444,314    8,444,314
                                            ________________________________

  Dilutive  earnings  (loss) 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.

NOTE 7 - SUBSEQUENT EVENTS

  Subsequent to September 30, 1999, the Company under went a change
  in the Officers and Directors of the Company.

  Subsequent to September 30, 1999, an Officer of the Company  paid
  $39,891 of the Company's expenses.

                               10
  <PAGE>

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION OR PLAN OF OPERATION

     The Company has -0- in cash.  The Company did not generate
any revenue during the quarterly period ended Sept. 30, 1999.
The Company has no material commitments for capital expenditures
for the next twelve months.

     The Company is currently in negotiations to settle
outstanding judgments.  The Company believes that its current
cash needs can be met with the cash on hand for at least the next
twelve months.  However, should the Company obtain a business
opportunity, it may be necessary to raise additional capital.
This may be accomplished by loans from the principals of the
Company, debt financing, equity financing or a combination of
financing options.

                            PART II.
                        OTHER INFORMATION

Legal Proceedings:

     The Company has several outstanding judgments on which it is
attempting to negotiate settlements.  The judgments are as
follows:

     World Fair Associates                   $11,299.42
     Di-Tech, Inc.                           $ 2,620.47
     Anixter Cable TV                        $28,588.20
     Hudson United Bank                      $20,125.45
     Copelco Credit Corporation              $ 6,205.76

     Additionally, the Company is negotiating a settlement with
the Internal Revenue Service and has an Offer in Compromise filed
for $2,000.  The Internal Revenue Services has not yet responded
to the offer.

Changes in Securities and Use of Proceeds:

     None

Defaults upon Senior Securities:

     None

Submission of Matters to a Vote of Securities Holders:

     None

Other Information:

     None

Exhibits and Reports on Form 8-K:

     Reports on Form 8-K:  None

     Exhibits:  Included only with the electronic filing of this
report is the Financial Data Schedule for the three month period
ended Sept. 30, 1999 (Exhibit ref. No. 27).

                               11
<PAGE>

                           SIGNATURES

     In accordance with the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                   VIDEOPLEX, INC.




Date: April 28, 2000               By:/s/John Chymboryk
                                         President and Director



Date: April 28, 2000                By:/s/ Kip Eardley
                                           Secretary/Treasurer and Director

                               12
<PAGE>