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 December 31, 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 December 31, 1999     4

          Unaudited Condensed Statements of Operations as of
           December 31, 1999                                             5

          Unaudited Condensed Statements of Cash Flows as of
           December 31, 1999                                             6

          Notes to Unaudited Consolidated Financial Statements           7

          Management's Discussion and Analysis of                       12
          Financial Condition or Plan of Operation

PART II.  Other Information                                             12

Signatures                                                              13

                                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



                                         December 31,  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
   Accounts payable - related party           28,371            -
                                         ___________  ___________
        Total Current Liabilities            210,195      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                         (28,371)           -
                                         ___________  ___________

Total Stockholders' (Defic it)              (210,195)    (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  For the Six Months      on July 1,
                     Ended December 31,   Ended December 31,    1994 through
                    __________________________________________  December 31,
                      1999      1998      1999         1998          1999
                 __________________________________________________
REVENUE:
 Sales                         $    -  $ -    $     -  $   -    $       -
                              _____________________________________________

 Total Revenue                      -    -          -      -            -
                              _____________________________________________

EXPENSES:
 General and administrative    28,371    -     28,371      -        28,371
                              _____________________________________________

 Total Expenses                28,371    -     28,371      -        28,371
                              _____________________________________________

LOSS FROM OPERATIONS          (28,371)   -    (28,371)     -       (28,371)

CURRENT INCOME TAXES                -    -          -      -             -

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

NET LOSS                     $(28,371) $ -   $(28,371)  $  -     $ (28,371)
                              ______________________________________________
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.

                                5
<PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

          UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                        Cumulative from
                                                                       the Re-entering of
                                                                       Development Stage
                                                For the Six Months           on July 1,
                                                Ended December 31,          1994 through
                                             _______________________       December 31,
                                               1999           1998             1999
                                             _________     _________        ________
<S>                                         <C>            <C>              <C>
Cash Flows From Operating Activities:
  Net loss                                  $ (28,371)     $      -         $ (28,371)
 Adjustments to reconcile net loss to
  net cash used by operating activities:
   Changes in assets and liabilities:
 Increase in accounts payable -related party   28,371             -            28,371
                                               ________________________________
  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                               $   -      $       -           $     -
</TABLE>

Supplemental Schedule of Noncash Investing and Financing Activities:
  For the six months ended December 31, 1999:
  None

  For the six months ended December 31, 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
  December  31, 1999 and 1998 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
  December 31, 1999 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 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.

                                7
  <PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 - DISCONTINUED OPERATIONS

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


                                                      December 31,
                                                          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      For the Six       Re-entering of
                           Months Ended      Months Ended    Development Stage
                        December 31, 1999    December 31,        on July 1,
                           _____________________________       1994 through
                           1999    1998    1999     1998     December 31, 1999
                           _____________________________________________

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

Cost of Goods Sold             -        -        -        -            -

Other Operating Expenses  28,371        -   28,371        -       28,371

                          ________________________________________________
Net Loss                $(28,371)  $    -$(28,371)  $    -    $ (28,371)
                          ________________________________________________
Loss per Share          $ (.00)    $    -$  (.00)   $    -    $  (.00)
                          ________________________________________________

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

  The  Company has available at December 31, 1999, unused operating
  loss  carryforwards  of approximately $2,430,000,  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 $825,000  and  $820,000  as  of
  December  31,  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 $5,000 during  the
  six months ended December 31, 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.

  Expenses  -  During the six months ended December  31,  1999,  an
  Officer of the Company paid expenses amounting to $28,371.   This
  amount is included in accounts payable - related party.

  Change  in Management - During the six months ended December  31,
  1999,  the Company under went a change in the Officers and  Board
  of Director's of the Company.

                                9
  <PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED 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 three and six months ended December 31, 1999 and 1998 and for
  the  period from the re-entering of development stage on July  1,
  1994 through December 31, 1999:
<TABLE>
<CAPTION>
                                                                           Cumulative from
                                                                         the Re-entering of
                              For the Three             For the Six      Development Stage
                               Months Ended             Months Ended      on July 1, 1994,
                               December 31,             December 31,            through
                                 ____________________________________        December 31,
                              1999     1998         1999          1998           1999
                              ____________________________________________
<S>
Loss from continuing
 operations available to
 common stockholders      <C>         <C>         <C>          <C>         <C>
 (numerator)              $   (28,371)$         - $   (28,371) $        -  $  (28,371)
                              ____________________________________________
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
                                ____________________________________________
</TABLE>

   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.

                               10
  <PAGE>

                         VIDEOPLEX, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 7 - SUBSEQUENT EVENTS

  Subsequent  to December 31, 1999, an Officer of the Company  paid
  $11,520 of the Company's expenses.

                               11
  <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 December 31, 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 December 31, 1999 (Exhibit ref. No. 27).

                               12
<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

                               13
<PAGE>