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, 1999
                           ------------------

[ ]  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, 1999

                          Common - 3,507,500 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)
                                Balance Sheets


                                    ASSETS

                                   September 30,                 December 31,
                                       1999                         1998
                                   (Unaudited)

CURRENT ASSETS

 Cash                              $           -                   $        -

  Total Current Assets                         -                            -

  TOTAL ASSETS                      $          -                   $        -



                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                   $          12,124              $  15,711

  Total Liabilities                            12,124                 15,711

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock: authorized 100,000,000
  common shares at $0.001 par value;
  3,507,500 shares issued and outstanding       3,508                  3,508

 Additional paid-in capital                    28,179                 22,425

 Deficit accumulated during
  development stage                           (43,811)               (41,644)

  Total Stockholders' Equity (Deficit)        (12,124)               (15,711)

  TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                  $             -                $       -

<PAGE>

                         BETHURUM LABORATORIES, INC.
                        (A Development Stage Company)
                           Statements of Operations
                                 (Unaudited)

<TABLE>
<CAPTION>

                                                                        From
                                                                  Inception on
                               For the          For the             April 22,
                       Three Months Ended   Nine Months Ended     1983 Through
                           September 30,      September 30,      September 30,
                       1999        1998     1999       1998           1999

<S>                  <C>         <C>       <C>       <C>            <C>

REVENUES             $    -      $    -    $   -     $    -         $       -

EXPENSES

 General and
   administrative        274       4,846      2,167     12,320         41,703

  Total Expenses         274       4,846      2,167     12,320         41,703

LOSS FROM OPERATIONS    (274)     (4,846)    (2,167)   (12,320)       (41,703)

OTHER EXPENSE

 Interest expense          -          -         -         (147)        (2,108)

  Total Other Expense      -          -         -         (147)        (2,108)

NET LOSS              $  (274)    $(4,846)  $(2,167)  $(12,467)     $ (43,811)

BASIC LOSS PER SHARE  $ (0.00)    $ (0.00)  $ (0.00)  $  (0.00)

</TABLE>

<PAGE>


                         BETHURUM LABORATORIES, INC.
                           (A Development Company)
                 Statements of Stockholders' Equity (Deficit)
            From Inception on April 22, 1983 to September 30, 1999

<TABLE>
<CAPTION>

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

<S>                      <C>        <C>           <C>            <C>

Balance on inception         -      $    -        $      -       $        -

Issuance of common
 stock for cash at
 inception at
 approximately $.005
 per share               300,000        300            1,200              -

Issuance of common
 stock for cash at
 $0.01 per share      2,500,000      2,500           12,500               -

Common stock issued
 during
 reorganization
 agreement           10,000,000     10,000          (10,000)              -

Cancellation of
 common stock
 from divestiture
 agreement           (9,750,000)    (9,750)           9,750               -

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

Balance,
 December 31, 1986    3,050,000     3,050            13,450                -

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

Balance,
 December 31, 1987    3,050,000     3,050             13,450          (18,173)

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

Balance,
 December 31, 1988    3,050,000     3,050             13,450          (18,307)

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

Balance,
 December 31, 1989    3,050,000     3,050             13,450          (18,451)

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

Balance,
 December 31, 1990    3,050,000  $  3,050          $  13,450        $ (18,607)

</TABLE>

<PAGE>

                         BETHURUM LABORATORIES, INC.
                        (A Development Stage Company)
           Statements of Stockholders' Equity (Deficit)(Continued)
            From Inception on April 22, 1983 to September 30, 1999

<TABLE>
<CAPTION>

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

<S>                   <C>           <C>         <C>              <C>

Balance,
 December 31, 1990    3,050,000     $  3,050    $  13,450        $  (18,607)

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

Balance,
 December 31, 1991   3,050,000         3,050       13,450           (18,776)

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

Balance,
 December 31, 1992   3,050,000         3,050       13,450           (18,958)

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

Balance,
 December 31, 1993   3,050,000         3,050       13,450           (19,154)

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

Balance,
 December 31, 1994   3,050,000         3,050       13,450           (19,367)

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

Balance,
 December 31, 1995   3,050,000         3,050       13,450           (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   3,050,000         3,050       13,923           (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   3,050,000       $ 3,050    $  17,090        $  (26,403)

</TABLE>

<PAGE>

                         BETHURUM LABORATORIES, INC.
                         (A Development Stage Company)
      Statements of Stockholders' Equity (Deficit)(Continued)
          From Inception on April 22, 1983 to September 30, 1999

<TABLE>
<CAPTION>


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

<S>                   <C>           <C>         <C>              <C>

Balance,
 December 31, 1997    3,050,000     $ 3,050     $ 17,090         $ (26,403)

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

Common stock issued
 for services at
 $0.01 per share        457,500         458        4,117                 -

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

Balance,
 December 31, 1998     3,507,500      3,508       22,425            (41,644)

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

Net loss for
 the nine months
 ended September
 30, 1999 (unaudited)       -            -            -              (2,167)

Balance,
 September 30, 1999
 (unaudited)          3,507,500      $ 3,508   $  28,179          $ (43,811)

</TABLE>

<PAGE>

                         BETHURUM LABORATORIES, INC.
                        (A Development Stage Company)
                           Statements of Cash Flows
                               (Unaudited)

<TABLE>
<CAPTION>

                                                                        From
                                                                  Inception on
                               For the          For the             April 22,
                       Three Months Ended   Nine Months Ended     1983 Through
                           September 30,      September 30,      September 30,
                       1999        1998     1999       1998           1999

<S>                    <C>         <C>        <C>       <C>         <C>

CASH FLOWS FROM
 OPERATING ACTIVITIES

 Net loss              $   (274)   $ (4,846)  $ (2,167) $ (12,467)  $(43,811)

 Adjustments to
 reconcile net loss in
 operating activities:

Common stock issued
  for services               -           -         -         -        4,575

Increase (decrease)
 in accounts payable     (2,489)      4,846      (3,587)    12,467   12,124

Net Cash Used by
 Operating Activities    (2,763)         -       (5,754)      -     (27,112)

CASH FLOWS FROM INVESTING
 ACTIVITIES                  -           -          -         -           -


CASH FLOWS FROM FINANCING
 ACTIVITIES

Issuance of common stock     -           -          -         -       16,500

Additional paid-in
  capital                  2,763         -        5,754       -       10,612

Net Cash Provided by
 Financing Activities      2,763         -        5,754       -       27,112

NET INCREASE (DECREASE)
 IN CASH                     -           -          -         -            -


CASH AT BEGINNING OF PERIOD  -           -          -         -            -


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


CASH PAID FOR:

 Interest                 $  -        $  -      $   -     $   -      $     -

 Income taxes             $  -        $  -      $   -     $   -      $     -

</TABLE>

<PAGE>

                         BETHURUM LABORATORIES, INC.
                         (A Development Stage Company)
                        Notes the Financial Statements
                  September 30, 1999 and December 31, 1998


NOTE 1 -                  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, 1999 and for
all periods presented 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 period ended
September 30, 1999 are not necessarily indicative of the operating results for
the full year.

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.  Until that time, the stockholders have committed
to covering the operating costs of the Company.

<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 quarter or the two most
recent calendar years. The Company's plan of operation for the next 12 months
is to continue to seek the acquisition of assets, properties or businesses
that may benefit the Company and its stockholders. Management anticipates that
to achieve any such acquisition, the Company will issue shares of its common
stock as the sole consideration for any such acquisition.

     During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture. Such funds may be advanced by management or stockholders as
loans to the Company.  Because the Company has not identified any such venture
as of the date of this Report, it is impossible to predict the amount of any
such loans or advances.  However, any such loans or advances should not exceed
$25,000 and will be on terms no less favorable to the Company than would be
available from a commercial lender in an arm's length transaction.   As of the
date of this Report, the Company is not involved in any negotiations
respecting any such acquisition.

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

     Other than restoring and maintaining its good corporate standing in the
State of Utah, compromising and settling its debts and seeking the acquisition
of assets, properties or businesses that may benefit the Company and its
stockholders, the Company has had no material business operations during the
two most recent calendar years.

     At September 30, 1999, the Company had $0 in assets and $12,124 in
liabilities.  The Company had no revenues for the nine months ended September
30, 1999 and 1998, with $2,167 and $12,467 in expenses, for net losses of
($2,167) and ($12,467), respectively.

Liquidity
---------

     At September 30, 1999, the Company had no current assets, with total
current liabilities of $12,124.  Total stockholder's equity was ($12,124).

Year 2000.
---------

            Because the Company is not presently engaged in any substantial
business operations, management does not believe that computer problems
associated with the change of year to the year 2000 will have any material
effect on its operations.  However, the possibility exists that the Company
may merge with or acquire a business that will be negatively affected by the
"year 2000" problem.  The effect of such problem or the Company in the future
can not be predicted with any accuracy until such time as the Company
identifies a merger or acquisition target.

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None; not applicable.

Item 2.   Changes in Securities.

          None; not applicable.  During the quarterly period ended September
30, 1999, the Company did not sell any equity securities that were not
registered under the Securities Act of 1933, as amended.

Item 3.   Defaults Upon Senior Securities.

          None; not applicable.

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

          No matter was submitted to a vote of the Company's security holders
during the third quarter of the calendar year covered by this Report or
during the two previous calendar years.

Item 5.   Other Information.

         None; not applicable.

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

          (a)  Exhibits.

               None.

          (b)  Reports on Form 8-K.

               None.

                            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: 11/10/99                           By /s/ William A. Silvey, Jr.
      --------                               -------------------------
                                             William A. Silvey, Jr., Director
                                             and President

Date: 11/10/99                           By /s/ W. Scott Thompson
      --------                               ------------------------
                                             W. Scott Thompson, Director
                                             Secretary