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 June 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.  33-13674-LA

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

            Nevada                          68-0121636
(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 [ ] No [ X ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
State  the number of shares outstanding of each of the  issuer's
classes  of common equity, as May 23, 2000:   116,044 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
                    VERMILLION VENTURES, INC.

                              INDEX

                                                       Page

PART I.       Financial Information                       3

              Unaudited Condensed Balance Sheets as
              of June 30, 1999                            4

              Unaudited Condensed Statements of
              Operations as of June 30, 1999              5

              Unaudited Condensed Statements of Cash
              Flows as of June 30, 1999                   6

              Notes to Unaudited Consolidated
              Financial Statements                        7

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

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>

                    VERMILLION VENTURES, INC.
                  [A Development Stage Company]

               UNAUDITED CONDENSED BALANCE SHEETS


                             ASSETS



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


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES:
   Accounts payable                       $    2,100   $    2,100
                                          ___________  ___________
        Total Current Liabilities              2,100        2,100
                                         ___________  ___________

COMMITMENTS AND CONTINGENCIES                      -            -
                                         ___________  ___________
STOCKHOLDERS' (DEFICIT):
  Common stock, $.001 par value, 500,000,000
   shares authorized, 116,044 shares issued
   and outstanding                               116          116
  Capital in Excess of Par                    19,984       19,984
  Retained deficit (since Quasi-
   Reorganization in which a deficit of
   $703,761, as of January 1, 1996
   was eliminated)                                 -            -
  Deficit accumulated during the development
   stage                                     (22,200)     (22,200)
                                         ___________  ___________

Total Stockholders' (Deficit)                (2,100)      (2,100)
                                         ___________  ___________
                                          $        -   $        -
                                         ___________  ___________



Note: The balance sheet at December 31, 1998 was taken from the
audited financial statements at that date and condensed.

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

                                4
<PAGE>

                    VERMILLION VENTURES, INC.
                  [A Development Stage Company]


          UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                               Cumulative from
                                                            the Re-entering of
                                                             Development Stage
                            For the        For the              on January 1,
                         Three Months     Six Months            1996 through
                        Ended June 30,   Ended June 30,            June 30,
                 __________________________________________
                         1999    1998     1999       1998            1999
                 ___________________________________________________________
REVENUE:
  Sales                $    -  $    -   $    -      $   -         $     -
                 ___________________________________________________________

      Total Revenue         -       -        -          -               -
                 ___________________________________________________________

EXPENSES:
  General and
   administrative           -       -        -          -          22,200
                 __________________________________________________________

      Total Expenses        -       -        -          -          22,200
                 __________________________________________________________

LOSS FROM OPERATIONS        -       -        -          -         (22,200)

CURRENT INCOME TAXES        -       -        -          -               -

DEFERRED INCOME TAX         -       -        -          -               -
                 _________________________________________________________

NET LOSS               $    -  $    -   $    -     $    -        $(22,200)
                 _________________________________________________________

LOSS PER SHARE         $    -  $    -   $    -     $    -        $   (.24)
                 _________________________________________________________



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

                                5
<PAGE>

                    VERMILLION VENTURES, INC.
                  [A Development Stage Company]

          UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                                               Cumulative from
                                                             the Re-entering of
                                                             Development Stage
                                         For the Six months    on January 1,
                                           Ended June 30,      1996 through
                                      _______________________    June 30,
                                           1999       1998         1999
                                      _______________________________________
Cash Flows From Operating Activities:
  Net loss                                 $   -     $   -        $(22,200)
Adjustments to reconcile net loss to
    net cash used by operating activities:
    Stock Issued for services                  -         -          20,000
    Expenses paid by capital contributions     -         -             100
    Changes in assets and liabilities:
      Increase in accounts payable             -         -           2,100
                                       _____________________________________
      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 Six months ended June 30, 1999:
  None

  For the Six months ended June 30, 1998:
  None

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

                                6
<PAGE>

                    VERMILLION VENTURES, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  -  Vermillion  Ventures,  Inc.  (the  Company)  was
  organized  under  the laws of the State of Nevada  on  March  23,
  1987.    The  Company  was  formed  to  acquire  other  operating
  corporate  entities.  On March 15, 1988 The Company acquired  all
  of  the  outstanding stock of BMC Incorporated (BMC)  by  issuing
  129,000,000 shares of common stock.  BMC was unsuccessful in  its
  satellite  bingo  operations  and was  dissolved.   During  1996,
  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
  January  1,1996.  Because the Company discontinued  its  previous
  operations  and  is seeking new potential business opportunities,
  the Company adopted quasi-reorganization accounting procedures to
  provide the Company a "fresh-start" for accounting purposes.

  Condensed  Financial  Statements -   The  accompanying  financial
  statements have been prepared by the Company without  audit.   In
  the  opinion  of management, all adjustments (which include  only
  normal  recurring  adjustments) necessary to present  fairly  the
  financial position, results of operations and cash flows at  June
  30, 1999 and 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 December 31, 1998 audited  financial
  statements.  The results of operations for the periods ended June
  30,  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 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.

                                7
<PAGE>

                    VERMILLION VENTURES, 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. 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.

NOTE 2 - QUASI-REORGANIZATION

  Subsequent  to December 31, 1999 the shareholders of the  Company
  approved  to  adopted quasi-reorganization accounting procedures.
  Quasi-reorganization accounting allowed the Company to  eliminate
  its  previous  retained (deficit) of $701,761 against  additional
  paid-in capital.  Therefore, the adoption of quasi-reorganization
  accounting  procedures  gave  the Company  a  "fresh  start"  for
  accounting  purposes.   The Company is  also  considered  as  re-
  entering  a  new  development stage on January  1,  1996,  as  it
  discontinued  all  of  its  previous  bingo  operations.    These
  financial statements have been restated to reflect the change.

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 the liability approach for  the
  effect of income taxes.

  The Company has available at June 30, 1999, unused operating loss
  carryforwards  of  approximately $22,200, 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 (approximately $7,500) at June 30,  1999
  and, therefore, no deferred tax asset has been recognized for the
  loss  carryforwards.   The change in the valuation  allowance  is
  equal  to  the  tax  effect  of the  current  period's  net  loss
  (approximately $0 for the six months ended June 30, 1999).

NOTE 4 - COMMON STOCK

  On  April  29,  1997 the company issued 66,667  shares  of  its
  previously  authorized but unissued common stock  for  services
  rendered  valued  at $20,000 (or $.30 per  share).   The  stock
  issuance resulted in a change of control of the Company.

                                8
<PAGE>

                    VERMILLION VENTURES, 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 office as a mailing address, as needed, at  no
  expense to the Company.

NOTE 6 - COMMENTS AND CONTINGENCIES

  Management  believes  that the Company  is  not  liable  for  any
  existing   liabilities   related  to  its   former   discontinued
  operations.  The Company is not currently named nor is  it  aware
  of any such claims or suits against the Company.  No amounts have
  been  reflected or accrued in these financial statements for  any
  contingent liability.

NOTE 7 - 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 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>

                    VERMILLION VENTURES, 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  income
  (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 June 30, 1999 and 1999 and for the period
  from  the  re-entering of development stage on  January  1,  1996
  through June 30, 1999:

                                                              Cumulative from
                                                            the Re-entering of
                          For the Three   For the Six        Development Stage
                          Months Ended    Six Months Ended     on January 1,
                            June 30,         June 30,           1996 through
                          _________________________________       June 30,
                           1999     1998   1999     1998            1999
                          ___________________________________________________

  Loss from continuing
   operations available
   to common stockholders
   (numerator)            $   -    $   -  $   -     $   -         $(22,200)
                           _________________________________________________
  Weighted average number
   of common shares
   outstanding used in
   earnings per share
   during the period
   (denominator)         116,044   116,044  116,044  116,044       90,757
                         ___________________________________________________

  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.

                               10
<PAGE>

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

     The Company has -0- in cash and $2,100 in current
liabilities in the form of accounts payable.  The Company did not
generate any revenue during the quarterly period ended June 30,
1999.  The Company has no material commitments for capital
expenditures for the next twelve months.

     The Company believes that its current cash needs can be met
with the cash on hand and loans from officers and directors 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


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 June 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.

                                   VERMILLION VENTURES, INC.




Date: 5/26/00                           By: /s/   John Lambert
                                        President and Director


Date: 5/26/00                           By: /s/   Kip Eardley
                                        Secretary/Treasurer and Director

                               12
<PAGE>