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 March 31, 2000

      [   ]     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

               Accountants' Review Report                                 4

               Unaudited Condensed Balance Sheets                         5
               March 31, 2000 and June 30, 1999

               Unaudited Condensed Statements of Operations for the       6
               three and Nine months ended March 31, 2000 and
               1999 and from The re-entering of development
               state on July 1, 1994 through March 31, 2000

               Unaudited Condensed Statements of Cash Flows for the       7
               three and  Nine months ended March 31, 2000 and
               1999 and from The re-entering of development state on
               July 1, 1994 through March 31, 2000

               Notes to Unaudited Consolidated Financial Statements       8

               Management's Discussion and Analysis of                   13
               Financial Condition or Plan of Operation

PART II.       Other Information                                         13

               Signatures                                                14

                                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>

                   ACCOUNTANTS' REVIEW REPORT

Board of Directors
VIDEOPLEX, INC.
Salt Lake City, Utah

We  have  reviewed  the accompanying condensed balance  sheet  of
Videoplex,  Inc. (A Development Stage Company) as  of  March  31,
2000, and the related condensed statements of operations and cash
flows  for  the three and nine months ended March  31,  2000  and
1999,  and  for  the period from the re-entering  of  development
stage  on  July  1, 1999 through March 31, 2000. All  information
included  in these financial statements is the representation  of
the management of Videoplex, Inc..

We  conducted our review in accordance with standards established
by  the  American Institute of Certified Public  Accountants.   A
review consists principally of inquiries of Company personnel and
analytical   procedures  applied  to  financial  data.    It   is
substantially  less  in scope than an audit  in  accordance  with
generally accepted auditing standards, the objective of which  is
the  expression of an opinion regarding the financial  statements
taken  as  a  whole.   Accordingly, we do  not  express  such  an
opinion.

Based   on   our  review,  we  are  not  aware  of  any  material
modifications  that  should be made to  the  condensed  financial
statements  reviewed by us, in order for them to be in conformity
with generally accepted accounting principles.

The   accompanying  condensed  financial  statements  have   been
prepared  assuming the Company will continue as a going  concern.
As  discussed in Note 5 to the financial statements, the  company
has no on-going operations, has incurred substantial losses since
its  inception, has liabilities in excess of assets  and  has  no
working capital.  These factors raise substantial doubt about its
ability  to continue as a going concern.  Management's  plans  in
regards  to  these matters are also described  in  Note  5.   The
financial  statements do not include any adjustments  that  might
result from the outcome of these uncertainties.


/s/ Pritchett, Siler & Hardy, P.C.

PRITCHETT, SILER & HARDY, P.C.

April 26, 2000
Salt Lake City, Utah

                                4
<PAGE>
                         VIDEOPLEX, INC.
                  [A Development Stage Company]

                    CONDENSED BALANCE SHEETS

          [Unaudited - See Accountants' Review Report]

                             ASSETS



                                              March 31,    June 30,
                                                2000         1999
                                             ___________  ___________
CURRENT ASSETS:
  Cash in ban                                $        -   $        -
                                             ___________  ___________
        Total Current Assets                          -            -
                                             ___________  ___________
                                             $        -   $        -
                                             ___________  ___________


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES:
   Liabilities of discontinued operations   $  181,825   $  181,825
   Accounts payable - related party             39,890            -
                                             ___________  ___________
        Total Current Liabilities              221,715      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                         (39,890)           -
                                             ___________  ___________

Total Stockholders' (Deficit)                 (221,715)    (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.

                                5
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

               CONDENSED STATEMENTS OF OPERATIONS
           [Unaudited - See Accountants' Review Report]


                                                               Cumulative from
                                                            the Re-entering of
                                                             Development Stage
                  For the Three Months   For the Nine months    on July 1,
                    Ended March 31,       Ended March 31,      1994 through
               __________________________________________       March 31,
                      2000    1999        2000       1999         2000
               __________________________________________________
REVENUE:
  Sales              $  -    $  -       $  -         $  -        $   -
               __________________________________________________

  Total Revenue         -       -          -            -            -
               __________________________________________________

EXPENSES:
General and
 administrative    11,519       -     39,890            -       39,890
               __________________________________________________


 Total Expenses    11,519       -     39,890            -       39,890
               __________________________________________________

LOSS FROM
OPERATIONS        (11,519)      -    (39,890)           -      (39,890)

CURRENT INCOME
 TAXES                  -       -          -            -            -

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

NET LOSS         $(11,519)   $  -  $ (39,890)       $   -     $(39,890)
               __________________________________________________
LOSS PER SHARE:
Loss from continued
 operations         $(.00)   $  -  $    (.00)       $   -     $   (.00)
Loss from discontinued
 operations         $   -    $  -  $       -        $   -     $      -
               __________________________________________________
Total Loss Per
 Share              $ (.00)  $  -  $    (.00)       $   -     $   (.00)
                _________________________________________________

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

                                6
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

               CONDENSED STATEMENTS OF CASH FLOWS

          [Unaudited - See Accountants' Review Report]

                                                               Cumulative from
                                                            the Re-entering of
                                                             Development Stage
                                     For the Nine months          on July 1,
                                        Ended March 31,           1994 through
                                      _______________________      March 31,
                                        2000       1999               2000
                                       ________________________________
Cash Flows From Operating Activities:
  Net loss                            $(39,890)   $   -           $(39,890)
Adjustments to reconcile net loss to
  net cash used by operating activities:
  Changes in assets and liabilities:
   Increase in accounts payable
     -related party                     39,890        -             39,890
                                         ________________________________
      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 nine months ended March 31, 2000:
  None

  For the nine months ended March 31, 1999:
  None

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

                                7
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

             NOTES TO 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 March
  31, 2000 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
  March  31,  2000 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 and six   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.

                                8
  <PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

             NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 2 - DISCONTINUED OPERATIONS

  The  accompanying financial statements as of March 31, 2000 and
  for  the  periods  ended March 31, 2000  and  1999,  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 March 31, 2000:


                                                           March 31,
                                                              2000
                                                          __________
             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     For the Nine       Re-entering of
                          Months Ended     Months Ended     Development Stage
                         March 31, 2000      March 31,          on July 1,
                     ________________________________________  1994 through
                          2000    1999     2000     1999      March 31, 2000
                     ____________________________________________________

  Net Sales             $    -   $   -     $  -     $  -           $   -

  Cost of Goods Sold         -       -        -        -               -

Other Operating Expenses 11,519      -    39,890       -           39,890

                     ____________________________________________________
  Net Loss             $(11,519) $   -  $ (39,890)  $  -        $ (39,890)
                     ____________________________________________________
  Loss per Share          $(.00) $   -  $    (.00)  $  -        $    (.00)
                     ___________________________________________________

                                9
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

             NOTES TO 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 an asset and liability approach
  for the effect of income taxes.

  The  Company  has  available at March 31, 2000, unused  operating
  loss  carryforwards  of approximately $2,440,000,  which  may  be
  applied against future taxable income and which expire in various
  years  through  2020.   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 $830,000 and $820,000 as of March
  31,  2000  and  June 30, 1999, respectively, with  an  offsetting
  valuation  allowance  at  each period end  of  the  same  amount,
  resulting  in a change of approximately $10,000 during  the  nine
  months ended March 31, 2000.

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.

  Expenses  -  During  the nine months ended  March  31,  2000,  an
  Officer of the Company paid expenses amounting to $39,890.   This
  amount is included in accounts payable - related party.

  Change  in  Management  - During 1999 the Company  under  went  a
  change in the Officers and Board of Director's of the Company.

                               10
  <PAGE>
                         VIDEOPLEX, INC.
                  [A Development Stage Company]

             NOTES TO CONDENSED FINANCIAL STATEMENTS


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.


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  nine months ended March 31, 2000 and 1999 and for the period
  from the re-entering of development stage on July 1, 1994 through
  March 31, 2000:

                                                              Cumulative from
                                                            the Re-entering of
                          For the Three   For the Nine       Development Stage
                          Months Ended   Months Ended         on July 1, 1994,
                             March 31,      March 31,              through
                       ___________________________________         March 31,
                         2000     1999    2000      1999              2000
                       ____________________________________________
Loss from continuing
 operations available to
 common stockholders
 (numerator)           $(11,519)  $  -  $ (39,890)   $  -          $(39,890)
                            ____________________________________________
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  8,444,314    8,444,314
                            ____________________________________________

                               11
  <PAGE>

  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.

                               12
  <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 March 31, 2000.
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 March 31, 2000 (Exhibit ref. No. 27).

                               13
<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
                                    John Chymboryk
                                    President and Director



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

                               14
<PAGE>