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 September 30, 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 November 13,  2000:    9,860,245
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,             3
          September 30, 2000 and
          June 30, 2000

          Unaudited Condensed Statements of Operations,   4
          for the three months ended September 30,
          2000 and 1999 and from the re-entering of
          development stage on July 1, 1994 through
          September 30, 2000

          Unaudited Condensed Statements of Cash          5
          Flows, for the three months ended September 30,
          2000 and 1999 and from the re-entering of
          development stage on July 1, 1994 through
          September 30, 2000

          Notes  to  Unaudited Condensed  Financial       6
          Statements

          Management's Plan of Operation                  10

PART II.  Other Information                               11

          Signatures                                      12



                                2
<PAGE>


                    PART I. FINANCIAL INFORMATION

                           VIDEOPLEX, INC.
                    [A Development Stage Company]

                       CONDENSED BALANCE SHEET

                           [Unaudited]

                             ASSETS



                                        September 30,   June 30,
                                             2000         2000
                                         ___________  ___________
CURRENT ASSETS                            $        -   $        -
                                         ___________  ___________
        Total Current Assets                       -            -
                                         ___________  ___________
                                          $        -   $        -
                                        ____________ ____________


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable - related party        $   15,062   $        -
  Accounts payable                                 -        3,540
  Liabilities of discontinued operations     105,275      107,275
                                         ___________  ___________
        Total Current Liabilities            120,337      110,815
                                         ___________  ___________

STOCKHOLDERS' (DEFICIT):
  Common stock, $.001 par value, 10,000,000
   shares authorized, 9,860,245 shares issued
   and outstanding                             9,860        9,860
  Capital in excess of par                 2,545,029    2,545,029
  Retained deficit                        (2,691,299)  (2,691,299)
  Earnings accumulated during the development stage
                                              16,073       25,595
                                         ___________  ___________
        Total Stockholders' (Deficit)      (120,337)    (110,815)
                                         ___________  ___________
                                          $        -   $        -
                                        ____________ ____________


Note:    The  balance  sheet at June 30, 2000 was taken  from  the
   audited financial statements at that date and condensed.

 The accompanying notes are an integral part of these unaudited
                      financial statements.
                                3
<PAGE>



                         VIDEOPLEX, INC.
                  [A Development Stage Company]

               CONDENSED STATEMENTS OF OPERATIONS

                           [Unaudited]

                                                         Cumulative from
                                                         the Re-entering of
                                For the Three            Development Stage
                                Months Ended             on July 1,
                                September 30,            1994 through
                             ______________________      September 30,
                                  2000      1999             2000
                             __________ __________      ___________
REVENUE:                     $       -  $       -       $        -
                             __________ __________       __________

        Total Revenue                -          -                -
                             __________ __________       __________

EXPENSES:
General and administrative       9,522         -            48,477
                             __________ __________       __________

      Total Expenses             9,522         -            48,477
                             __________ __________       __________

LOSS FROM OPERATIONS            (9,522)        -           (48,477)

CURRENT INCOME TAXES                 -         -                 -

DEFERRED INCOME TAX                  -         -                 -
                             __________ __________       __________
LOSS BEFORE EXTRAORDINARY
ITEM:                           (9,522)        -           (48,477)
                             __________ __________       __________
EXTRAORDINARY ITEM:
Gain on settlement of liabilities
related to discontinued operations   -         -            64,550
                             __________ __________      ___________

NET INCOME (LOSS)             $(9,522)         -       $    16,073
                             __________ __________      ___________
EARNINGS (LOSS) PER SHARE:
Loss from continuing operations
                             $   (.00)  $      -       $    (.01)
Gain from extraordinary item        -          -             .01
                             __________ __________     ___________
 Total Earnings (Loss) Per
 Share                       $   (.00)  $      -       $     .00
                             __________ __________     ___________


 The accompanying notes are an integral part of these unaudited
                      financial statements.
                                4
<PAGE>



                         VIDEOPLEX, INC.
                  [A Development Stage Company]

               CONDENSED STATEMENTS OF CASH FLOWS

                           [Unaudited]
                                                                Cumulative from
                                                              the Re-entering of
                                                For the Three  Development Stage
                                                 Months Ended      on July 1,
                                                 September 30,   1994 through
                                           _____________________ September 30,
                                              2000         1999        2000
                                           __________   __________  __________
Cash Flows From Operating Activities:
Net income                                  $ (9,522)   $      -    $  16,073
 Adjustments to reconcile net loss to
 net cash used by operating activities:
 Extraordinary gain on settlement of debt
 operations liabilities                            -           -      (64,550)
Changes in assets and liabilities:
Increase in accounts
payable - related party                       15,062           -       64,017
(Decrease) in accounts payable                (3,540)          -       (3,540)
(Decrease) in liabilities of discontinued
operations                                    (2,000)          -      (12,000)
                                              ________________________________
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 three months ended September 30, 2000:
  None

  For three months ended September 30, 1999:
  None
 The accompanying notes are an integral part of these unaudited
                      financial statements.
                                5
<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  30, 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,  2000  audited  financial
  statements.   The  results of operations for  the  periods  ended
  September  30,  2000  are  not  necessarily  indicative  of   the
  operating results for the full year.

  Development Stage - The Company is considered a development stage
  company as defined in 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 8].

  Cash and Cash Equivalents - For purposes of the 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 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.
                                6

<PAGE>



                         VIDEOPLEX, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting  Standards (SFAS) No. 136, "Transfers of Assets  to  a
  not  for  profit organization or charitable trust that raises  or
  holds  contributions for others", 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.),"  SFAS  No. 138  "Accounting  for  Certain
  Derivative  Instruments  and Certain  Hedging  Activities  -  and
  Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS  No.
  53  and  Amendment to SFAS No 63, 89 and 21", and SFAS  No.  140,
  "Accounting  to  Transfer and Servicing of Financial  Assets  and
  Extinguishment  of Liabilities", were recently  issued  SFAS  No.
  136,  137, 138, 139 and 140 have no current applicability to  the
  Company  or  their effect on the financial statements  would  not
  have been significant.

NOTE 2 - DISCONTINUED OPERATIONS

  Included in liabilities are $105,275 of judgements and taxes
  payable related to the former operations of the Company,
  discontinued in July, 1994.

NOTE 3 - COMMON STOCK

  During  1989  the  board of directors approved  the  issuance  of
  92,697  shares of common stock in payment of interest expense  on
  debt.  Although the Company previously accounted for the stock as
  issued,  it  was in fact never issued.  During August,  2000  the
  Board of Directors resolved to not issue the shares and to adjust
  the  books  to  match the shares actually issued and outstanding.
  The  financial statements at September 30, 2000 and June 30, 2000
  reflect  the cancellation of the shares.  The Board of  Directors
  also  resolved  to  adjust the books by 8,628  shares  of  common
  stock.   With these adjustments, the books now reflect the actual
  shares  issued and outstanding.  These adjustments were reflected
  in the June 30, 2000 financial statements.

NOTE 4 - INCOME TAXES

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

  The Company has available at September 30, 2000, unused operating
  loss  carryforwards  of approximately $2,600,000,  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 (approximately $884,000)  at
  September 30, 2000 and, therefore, no deferred tax asset has been
  recognized  for  the  loss  carryforwards.   The  change  in  the
  valuation allowance is approximately $3,200 and $0 for the  three
  months ended September 30, 2000 and 1999, respectively.

                                7
<PAGE>


                         VIDEOPLEX, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 - 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 Paid - Certain expenses of the Company have been  paid
  by  a shareholder or an entity related to a shareholder of  the
  Company,  totaling  $45,415.  During  June,  2000  the  Company
  issued  1,500,000  shares of common stock  in  payment  of  the
  $45,415 which had been advanced.

  At  September 30, 2000 the Company had a payable to  a  related
  party  of  $15,062.  These funds were used to  fund  operations
  and pay debts of the Company.

NOTE 6 - 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 7 - CONTINGENCIES

  During  1994,  the  Company  discontinued  all  of  its  previous
  operations.  Management believes that the Company is  not  liable
  for any existing liabilities related to its former operations but
  the  possibility exists that creditors and others seeking  relief
  may  include the Company in claims and suits.  The Company is not
  currently  named  in  any  such suits nor  is  it  aware  of  any
  threatened  suits.   It  is the belief of  Management  and  their
  Counsel that the Company would be successful in defending against
  any  such  claims  and that no material negative  impact  on  the
  financial  position of the Company would occur.   Management  and
  Counsel  further  believe  that with  the  passage  of  time  the
  likelihood  of  any  such claims being raised  is  becoming  more
  remote  and  that various Statutes of Limitations should  provide
  adequate  defenses for the Company.  Consequently, the  financial
  statements do not reflect any accruals or allowances for any such
  claims.



                                8
<PAGE>


                         VIDEOPLEX, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 8 - EARNINGS (LOSS) PER SHARE

  The  following  data show the amounts used in computing  earnings
  (loss)  per  share  and  the effect on income  and  the  weighted
  average  number of shares of dilutive potential common stock  for
  the  three months ended September 30, 2000 and 1999 and  for  the
  period from the re-entering of development stage on July 1,  1994
  through September 30, 2000:

                                                               Cumulative from
                                                              the Re-entering of
                                               For the Three  Development Stage
                                                Months Ended    on July 1,
                                                September 30,  1994 through
                                               _____________   September 30,
                                               2000     1999       2000
                                          ___________________________________
Loss from continuing operations available
to common stockholders (numerator)        $   (9,522)  $    -   $    (48,477)
                                         ____________________________________
Gain from extraordinary items available
to common stockholders (numerator)        $        -   $    -   $     64,550
                                         ____________________________________
Weighted average number of
common shares outstanding
used in earnings per share
during the period (denominator)            9,860,245   8,444,314    8,515,828
                                         ____________________________________

  Dilutive earnings per share was not presented, as the Company had
  no  common equivalent shares for all periods presented that would
  effect the computation of diluted earnings (loss) per share.

NOTE 9 - SUBSEQUENT EVENTS

  The  board  of directors has proposed a change of domicile  to  a
  Nevada  corporation.  The shareholder meeting  is  scheduled  for
  October 16, 2000.  Management expects the change to be ratified.

                                9
<PAGE>


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

Three Months Ended September 30, 2000 and 1999

The  Company  had no revenue from continuing operations  for  the
three-month period that ended September 30, 2000 and 1999.

General  and  administrative expenses for the three month-periods
that  ended  September  30, 2000 and 1999  were  $9,522  and  $0,
respectively.   These  expenses consisted  of  general  corporate
administration, legal and professional expenses, plus  accounting
and auditing costs.

As  a result of the foregoing factors, the Company realized a net
loss of $9,522 for the three months ended September 30, 2000,  as
compared to no losses for the same period in 1999.

Liquidity and Capital Resources

At  September 30, 2000, the Company had a working capital deficit
of  approximately  $120,337, as compared  to  a  working  capital
deficit  of  $110,815  at June 30, 2000.  This  decrease  in  the
working  capital  is attributable to the first quarter's  general
and  administrative expenses without any increase in  cash.   The
Company  is currently in negotiations to settle other outstanding
judgments  found under the subtitle "legal proceedings"  of  this
report.

The Company does not have sufficient cash to meet its operational
needs  for the next twelve months.  Management, like in the past,
will  attempt to raise capital for its current operational  needs
through  debt  financing, equity financing or  a  combination  of
financing    options.    However,   there   are    no    existing
understandings, commitments or agreements for such  an  infusion;
nor  can  there  be  assurances to that  effect.   Moreover,  the
Company's need for capital may change dramatically if and  during
that  period,  it acquires an interest in a business opportunity.
Unless  the Company can obtain additional financing, its  ability
to continue as a going concern is doubtful.

The  Company's  current  operating plan  is  to  (i)  handle  the
administrative  and reporting requirements of a  public  company,
and  (ii) search for potential businesses, products, technologies
and  companies for acquisition.  At present, the Company  has  no
understandings,  commitments or agreements with  respect  to  the
acquisition  of  any  business  venture,  and  there  can  be  no
assurance  that  the  Company will identify  a  business  venture
suitable for acquisition in the future.  Further, there can be no
assurance  that  the Company would be successful in  consummating
any  acquisition on favorable terms or that it will  be  able  to
profitably manage any business venture it acquires.

Forward-Looking Statement Notice

When  used  in  this  report, the words "may," "will,"  "expect,"
"anticipate,"  "continue," "estimate," "project,"  "intend,"  and
similar  expressions  are  intended to  identify  forward-looking
statements  within the meaning of Section 27a of  the  Securities
Act  of  1933 and Section 21e of the Securities Exchange  Act  of
1934 regarding events, conditions, and financial trends that  may
affect   the  Company's  future  plans  of  operations,  business
strategy,  operating  results, and financial  position.   Persons
reviewing  this  report  are cautioned that  any  forward-looking
statements  are  not  guarantees of future  performance  and  are
subject  to  risks and uncertainties and that actual results  may
differ  materially from those included within the forward-looking
statements  as  a  result of various factors.  Such  factors  are
discussed  under the headings "Item 1.  Description of Business,"
and "Item 6.  Management's Discussion and Analysis of Financial

                               10
<PAGE>


Condition  and  Results of Operations," and also include  general
economic  factors and conditions that may directly or  indirectly
impact   the   Company's  financial  condition  or   results   of
operations.

                   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.

Submission of Matters to a Vote of Securities Holders

The Company held a Special Meeting of Shareholders on October 16,
2000.  The following proposal was voted upon by the shareholders:

To approve the plan of merger whereby the Company will merge with
MTN Holdings, Inc., ("MTN"), a Nevada corporation, thus changing
the domicile of the Company to Nevada, changing the name of the
Company to MTN Holdings, Inc., and increasing the authorized
common stock of the Company to 50,000,000 shares of common stock,
par value $0.001.

There were 4,972,318 shares voted for the proposal, 2,500 shares
abstained and 3,200 shares voted against the proposal.

Other Information

The Company has submitted the Articles of Merger to the states of
Nevada and New Jersey for filing.  Upon an effective filing date
from both Nevada and New Jersey, the Company will announce the re-
domicile and name change of the Company.

Reports on Form 8-K:  None

Exhibits

Exhibit  SEC Ref.   Title of Document                 Location
No.      No.
1       (2)         Plan of Merger                    Incorporated by Reference*
2       (3)(i)      Articles of Incorporation of MTN
                    Holdings, Inc.                    Attached
3       (3)(ii)     By-Laws of MTN Holdings, Inc.     Attached
4       (27)        Financial Data Schedule           Attached

*The Plan of Merger is incorporated herein by reference to the Company's
Definitive Proxy Statement filed with the SEC on September 18, 2000.

                               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: November 14, 2000            By:/s/John Chymboryk
                                   John Chymboryk
                                   President and Director


Date: November 14, 2000            By:/s/Kip Eardley
                                   Kip Eardley
                                   Secretary/Treasurer and Director


                               12
<PAGE>