U. S. Securities and Exchange Commission
                         Washington, D. C.  20549

                              FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarter ended September 30, 2000
                           ------------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                 Commission File No.  0-25167
                                       ------

                    BETHURUM LABORATORIES, INC.
                -----------------------------------
          (Name of Small Business Issuer in its Charter)

        UTAH                                               76-0050046
-------------------------------                     --------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer I.D. No.)
 incorporation or organization)

                     6371 Richmond, #200
                     Houston, Texas 77057
                   -------------------------
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (713) 266-8005

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.  Yes____        No ___

                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                            September 30, 2000

                          Common - 3,300,750 shares

                    DOCUMENTS INCORPORATED BY REFERENCE

                              NONE.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

          The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes.  In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.

<PAGE>
                   BETHURUM LABORATORIES, INC.
                  (A Development Stage Company)

                       FINANCIAL STATEMENTS

             September 30, 2000 and December 31, 1999
<PAGE>
<TABLE>
                   BETHURUM LABORATORIES, INC.
                  (A Development Stage Company)
                          Balance Sheets
<CAPTION>
                              ASSETS


                                               September 30,   December 31,
                                                 2000             1999
                                               (Unaudited)
<S>                                             <C>            <C>
CURRENT ASSETS

  Cash                                  $             -       $         -

     Total Current Assets                             -                 -

     TOTAL  ASSETS                      $             -       $         -


          LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable                      $             15,514  $      14,361
  Accrued interest                                     1,647          1,647

      Total Liabilities                               17,161         16,008

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock; authorized 100,000,000 common
  shares at $0.001 par value; 3,300,750 and
  350,750 shares issued and outstanding                3,301            351
  Additional paid-in capital                         346,174         31,336
  Stock subscription receivable                     (100,000)           -
  Deficit accumulated during development stage      (266,636)       (47,695)

     Total Stockholders' Equity (Deficit)            (17,161)       (16,008)

     TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY (DEFICIT)                      $             -     $        -
</TABLE>
<TABLE>
                   BETHURUM LABORATORIES, INC.
                  (A Development Stage Company)
                     Statements of Operations
                           (Unaudited)
<CAPTION>
                                                                      From
                                                                 Inception on
                               For the            For the         October 9,
                           Nine Months Ended Three Months Ended  1968 Through
                              September 30,    September 30,     September 30,
                           2000       1999     2000       1999         2000
<S>                      <C>        <C>       <C>         <C>      <C>
REVENUES                 $       -   $      -  $      -    $   -    $     -

EXPENSES

  General and administrative 218,941      2,167   213,485      274    262,881

     Total Expenses          218,941      2,167   213,485      274    262,881

LOSS FROM OPERATIONS        (218,941)    (2,167) (213,485)    (274)  (262,881)

OTHER EXPENSE

  Interest expense               -          -         -        -       (3,755)

     Total Other Expense         -          -         -        -       (3,755)

NET LOSS                  $ (218,941) $  (2,167)$(213,485)  $ (274) $(266,636)

BASIC LOSS PER SHARE      $    (0.23) $   (0.01) $  (0.12)  $(0.00)

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING       964,800    350,750 1,825,750  350,750
</TABLE>
<TABLE>
                   BETHURUM LABORATORIES, INC.
                     (A Development Company)
           Statements of Stockholders' Equity (Deficit)
      From Inception on April 22, 1983 to September 30, 2000
<CAPTION>

                                                                    Deficit
                                                                  Accumulated
                                            Additional   Stock     During the
                          Common Stock       Paid-in  Subscription Development
                      Shares       Amount    Capital  Receivable      Stage

<S>                   <C>        <C>         <C>        <C>        <C>
Balance on inception       -      $    -      $      -  $    -     $        -

Issuance of common
 stock for cash at
 inception at
 approximately $.05
 per share              30,000         30          1,470     -              -

Issuance of common
 stock for cash at
 $0.06 per share       250,000        250         14,750     -              -

Common stock issued
 during
 reorganization
 agreement           1,000,000      1,000         (1,000)    -              -

Cancellation of
 common stock
 from divestiture
 agreement            (975,000)      (975)           975     -              -

Net loss from
 inception on
 April 22, 1983
 through
 December 31, 1986         -          -              -       -        (18,049)

Balance,
 December 31, 1986     305,000        305         16,195     -              -

Net loss for
 the year ended
 December 31, 1987         -          -              -       -           (124)

Balance,
 December 31, 1987     305,000        305         16,195     -        (18,173)

Net loss for
 the year ended
 December 31, 1988         -          -              -       -           (134)

Balance,
 December 31, 1988     305,000        305         16,195     -        (18,307)

Net loss for
 the year ended
 December 31, 1989         -          -              -       -           (144)

Balance,
 December 31, 1989     305,000        305         16,195     -        (18,451)

Net loss for
 the year ended
December 31, 1990          -          -              -       -           (156)

Balance,
 December 31, 1990     305,000  $     305       $ 16,195     -      $ (18,607)

Net loss for
 the year ended
 December 31, 1991         -          -              -       -           (169)

Balance,
 December 31, 1991     305,000        305         16,195     -        (18,776)

Net loss for
 the year ended
 December 31, 1992         -          -              -       -           (182)

Balance,
 December 31, 1992     305,000        305         16,195     -        (18,958)

Net loss for
 the year ended
 December 31, 1993         -          -              -       -           (196)

Balance,
 December 31, 1993     305,000        305         16,195     -        (19,154)

Net loss for
 the year ended
 December 31, 1994         -          -              -       -           (213)

Balance,
 December 31, 1994     305,000        305         16,195     -        (19,367)

Net loss for
 the year ended
 December 31, 1995         -          -              -       -           (229)

Balance,
 December 31, 1995     305,000        305         16,195     -        (19,596)

Expenses paid
 on the Company's
 behalf                    -          -              473     -            -

Net loss for
 the year ended
 December 31, 1996         -          -              -       -         (6,385)

Balance,
 December 31, 1996     305,000        305         16,195     -        (25,981)

Expenses paid on
 the Company's
 behalf                    -          -            3,167     -            -

Net loss for
 the year ended
 December 31, 1997         -          -              -       -           (422)

Balance,
 December 31, 1997     305,000    $   305      $  19,835     -     $  (26,403)

Expenses paid on
 the Company's
 behalf                    -          -            1,218     -            -

Common stock issued
 for services at
 $0.10 per share        45,750         46          4,529     -            -

Net loss for
 the year ended
 December 31, 1998         -          -              -       -        (15,241)

Balance,
 December 31, 1998     350,750        351         25,582     -        (41,644)

Expenses paid
 on the Company's
 behalf (unaudited)        -          -            5,754     -            -

Net loss for
 the year
 ended December
 31, 1999 (unaudited)      -          -              -       -         (6,051)

Balance,
 December 31, 1999     350,750    $   351      $  31,336     -      $ (47,695)

Expenses paid on
Company's behalf
(unaudited)                -          -            5,288     -            -

Common stock issued
for cash at $0.01
per share(unaudited) 1,250,000      1,250         11,250     -            -

Common stock issed
for cash @ $0.12 per
share (unaudited)    1,700,000      1,700        298,300  (100,000)       -

Net loss for the nine
months ended September
30, 2000 (unaudited)       -          -              -       -       (218,941)


Balance, September 30,
2000 (unaudited)     3,300,750     $3,301     $  346,174 $(100,000) $(266,636)
</TABLE>
<TABLE>
                   BETHURUM LABORATORIES, INC.
                  (A Development Stage Company)
                     Statements of Cash Flows
                           (Unaudited)
<CAPTION>
                                                                      From
                                                                 Inception on
                               For the            For the         October 9,
                           Nine Months Ended Three Months Ended  1968 Through
                              September 30,    September 30,     September 30,
                           2000       1999     2000       1999         2000
<S>                      <C>        <C>       <C>         <C>      <C>
CASH FLOWS FROM  OPERATING
 ACTIVITIES

Net loss                  $(218,941) $ (2,167) $(213,485) $  (274)  $(266,636)
Adjustments to reconcile
net loss to net cash
(used) by operating
activities:
 Common stock issued for
 services                       -         -          -        -         4,575
Changes in operating assets
and liabilities:
  Increase (decrease) in
  accounts payable            1,153    (3,587)    (1,673)  (2,489)     15,514
  Increase (decrease) in
  accrued interest              -         -          -        -         1,647

Net Cash (Used) by Operating
 Activities                (217,788)   (5,754)  (215,158)  (2,763)   (244,900)

CASH FLOWS FROM INVESTING
 ACTIVITIES                     -         -          -        -           -

CASH FLOWS FROM FINANCING
 ACTIVITIES

Issuance of common stock    212,500       -      212,500      -       229,000
Additional paid-in capital    5,288     5,754      2,658    2,763      15,900

Net Cash Provided by Financing
 Activities                 217,788     5,754    215,158    2,763     244,900

NET INCREASE IN CASH            -         -          -        -           -

CASH AT BEGINNING OF PERIOD     -         -          -        -           -

CASH AT END OF PERIOD       $   -     $   -      $   -   $    -      $    -


CASH PAID FOR:

Interest                    $   -     $   -    $   -     $    -     $    -
Income taxes                $   -     $   -    $   -     $    -     $    -
</TABLE>
                   BETHURUM LABORATORIES, INC.
                  (A Development Stage Company)
                  Notes the Financial Statements
             September 30, 2000 and December 31, 1999

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  Organization

     The financial statements presented are those of Bethurum Laboratories,
     Inc., (development stage company).  The Company was incorporated in the
     State of Utah on April 22, 1983 under the name Lion Resources, Inc.  The
     Company was incorporated for the purpose of seeking business
     opportunities by mergers, acquisitions and/or asset purchases.  The
     Company has redomiciled to the British Virgin Islands.

     On October 24, 1983, the Company acquired 100% of the outstanding stock
     of Bethurum Laboratories, Inc. (a Texas corporation) (BLI) through the
     issuance of 10,000,000 shares of its restricted common stock.  In
     connection with the acquisition, the Company changed its name to
     Bethurum Laboratories, Inc. on October 27, 1983.  In January 1985, the
     acquisition agreement was canceled due to non-performance of BLI.
     Ownership of BLI was returned to its former shareholders, and the shares
     issued by the Company in connection with the acquisition were canceled
     with the exception of 250,000 shares which were not returned.

     On October 24, 1983 and in conjunction with the reorganization agreement
     the Company's shareholders approved a forward split agreement, whereby
     the outstanding common shares were exchanged at a rate of 1.6667 shares
     for every 1 share outstanding.  This increased the outstanding shares to
     2,500,000 immediately prior to the reorganization agreement.

     On July 31, 2000 management approved a 1 for 10 reverse split of its
     outstanding common stock.  All references to shares outstanding and loss
     per share have been retroactively restated.

     b.  Accounting Method

     The Company's financial statements are prepared using the accrual method
     of accounting.  The Company has selected a December 31 year end.

     c.  Basic Loss Per Common Share

     Basic loss per common share has been calculated based on the weighted
     average number of shares of common stock outstanding during the period.

     d.  Provision for Taxes

     At September 30, 2000, the Company had net operating loss carryforwards
     of approximately $265,000 that may be offset against future taxable
     income through 2019.  No tax benefit has been reported in the financial
     statements because the Company believes that there is a 50% chance or
     greater the net operating loss carryforwards will expire unused.
     Therefore, the potential tax benefits of the loss carryforwards are
     offset by a valuation allowance of the same amount.
<PAGE>
                   BETHURUM LABORATORIES, INC.
                  (A Development Stage Company)
                  Notes the Financial Statements
             September 30, 2000 and December 31, 1999


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     e.  Cash Equivalents

     The Company considers all highly liquid investments with a maturity of
     three months or less when purchased to be cash equivalents.

     f.  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
     and disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reported period.  Actual results could differ from those
     estimates.

     g.  Unaudited Financial Statements

     The accompanying unaudited financial statements include all of the
     adjustments which, in the opinion of management, are necessary for a
     fair presentation.  Such adjustments are of a normal recurring nature.

NOTE 2 -  GOING CONCERN

     The Company's financial statements are prepared using generally accepted
     accounting principles applicable to a going concern which contemplates
     the realization of assets and liquidation of liabilities in the normal
     course of business.  However, the Company does not have significant cash
     or other material assets, nor does it have an established source of
     revenues sufficient to cover its operating costs and to allow it to
     continue as a going concern.  It is the intent of the Company to seek a
     merger with an existing, operating company.

NOTE 3 -  MATERIAL EVENTS

     Effective July 19, 2000, pursuant to a Securities Purchase Agreement
     (the Benchmark Agreement) with Benchmark Merchant Partners, LC
     ("Benchmark"), Bethurum Laboratories, Inc., a Utah corporation
     ("Bethurum"), offered and sold an aggregate of 2,950,000 shares of its
     "restricted securities" (common stock) for an aggregate of $312,500,
     $100,000 of which was represented by a promissory note.  1,250,000 of
     these shares were sold at $0.01 per share to persons who had assisted
     Bethurum since the recommencement of its development stage approximately
     three years ago (the "Consulting Group"); and 1,700,000 of these shares
     were issued at $0.12 per share to Benchmark, an entity believed by
     Bethurum's management to be capable of assisting Bethurum in acquiring
     businesses engaged in the industries encompassed by its new Business
     Plan.
<PAGE>
                   BETHURUM LABORATORIES, INC.
                  (A Development Stage Company)
                  Notes the Financial Statements
             September 30, 2000 and December 31, 1999


NOTE 3 -  MATERIAL EVENTS (Continued)

     Substantially all of the funds ($312,500), net of offering expenses,
     will be expended for payment of services and outstanding liabilities,
     past and present, and current legal and accounting expenses of Bethurum.

     In addition, the Benchmark Agreement provided that: (i) all 1,700,000
     shares issued to Benchmark would be pledged to secure payment of the
     $100,000 promissory note of Benchmark that was executed and delivered to
     Bethurum as partial payment of the purchase price of the 1,700,000
     shares, and which promissory note is due and payable on the earlier of
     the completion of an Agreement and Plan of Reorganization (the
     "Acquisition Agreement") with a wireless telecommunications network
     company serving developing foreign markets with strong growth potential
     and limited competition that has annual revenues of no less than
     $50,000,000 USD, earnings before interest, taxes, depreciation and
     amortization of no less than $12,500,000 USD and stockholders' equity of
     not less than $10,000,000 USD (*the "Suitable Reorganization
     Candidate"); (ii) if the Acquisition Agreement is not completed by
     December 31, 2000, the 1,700,000 shares issued to benchmark shall be
     canceled to Bethurum's treasury, the promissory note will be canceled
     and Bethurum will pay Benchmark the sum of $75,000, retaining the
     $125,000 balance of the purchase price of the 1,700,000 shares as
     liquidated damages; (iii) all 2,950,000 shares issued were accorded
     "registration rights" providing for the filing of a registration
     statement covering such securities, along with all securities heretofore
     issued by Bethurum during any period when it may have been deemed to
     have been a "shell" company, within 45 days of the completion of the
     Acquisition Agreement.

     Bethurum has no written agreement or other understanding or arrangement
     with any Suitable Reorganization Candidate, and the completion of the
     Acquisition Agreement is conditioned upon the finding of a suitable
     Reorganization Candidate that satisfies the conditions outlined above
     and the Acquisition Agreement prior to December 31, 2000.  No assurance
     can be given Reorganization Candidate will be completed.
<PAGE>
Item 2.   Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.
------------------

          The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years.  On June 15, 2000,
the Company's Board of Directors adopted a Business Plan providing for
Bethurum to develop and market wireless telecommunications networks in the
developing markets in third world countries and to raise the necessary capital
to engage in this industry.  The Company has filed an S-4 Registration
Statement with the Securities and Exchange Commission that became effective
October 11, 2000, regarding changing its domicile to the British Virgin
Islands; this Registration Statement is incorporated herein by reference.  See
Item 6.

          During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing, which
may be advanced by management or principal stockholders as loans to the
Company. Any such sums should be nominal.

Results of Operations.
----------------------

          At September 30, 2000, the Company had $0 in assets and $17,161 in
liabilities.  The Company had no revenues for the three months ended September
30, 2000 and 1999, with $213,485 and $274 in expenses, for net losses of
($213,485) and ($274), respectively.  The Company had no revenues for the nine
months ended September 30, 2000 and 1999, with $218,941 and $2,167 in
expenses, for net losses of ($218,941) and ($2,167), respectively.

          The Company incurred losses of ($218,941) for the period ended
September 30, 2000; and ($2,167) for the period ended June 30, 1999. Primarily
all of these expenses were utilized for attorney's fees, accounting fees and
filing fees to maintain the Company in good standing and to file its reports
with the Securities and Exchange Commission.

Liquidity.
----------

          At September 30, 2000, the Company had no current assets, with total
current liabilities of $17,161.  Total stockholder's equity was ($17,161).

          During the period ended September 30, 2000, capital contributions by
a principal stockholder amounted to $5,288; $312,500 was received from the
sale of "restricted securities;" and, the amount of $5,754 was similarly
contributed during the year ended December 31, 1999.

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None; not applicable.

Item 2.   Changes in Securities.

          On July 30, 2000, the Company approved a 1 for 10 reverse split of
its outstanding common stock, effective on August 14, 2000.

Item 3.   Defaults Upon Senior Securities.

          None; not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.

          The Company has filed an S-4 Registration Statement with the
Securities and Exchange Commission that became effective October 11, 2000.
The Company had a stockholders meeting scheduled for November 10, 2000, to
vote on changing the Company's domicile to the British Virgin Islands; this
action was approved at the stockholders meeting.

Item 5.   Other Information.

          None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.

          (a)  Exhibits.

               Annual Report for the year ended December 31, 1999.*

               S-4 Registration Statement that became effective October 11,
               2000.

          (b)  Reports on Form 8-K.

               8-K Current Report dated July 19, 2000, filed with the
Securities and Exchange Commission on August 7, 2000.

         *Incorporated herein by reference.

                            SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                         BETHURUM LABORATORIES, INC.

Date: 11/20/2000                         By/s/William A. Silvey, Jr.
      ----------                              ------------------------
                                             William A. Silvey, Jr., Director
                                             and President

Date: 11/20/2000                         By/s/W. Scott Thompson
      ----------                              ------------------------
                                             W. Scott Thompson, Director
                                             Secretary