U. S. Securities and Exchange Commission
                         Washington, D. C.  20549
                              FORM 10-QSB/A-1

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

     For the quarter ended June 30, 2001
                           -------------

[ ]  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)

    BRITISH VIRGIN ISLANDS                                 None-N/A
-------------------------------                     --------------------------
(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:

                                June 30, 2001

                          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

               June 30, 2001 and December 31, 2000
<PAGE>
<TABLE>
                   BETHURUM LABORATORIES, INC.
                  (A Development Stage Company)
                          Balance Sheets
<CAPTION>

                              ASSETS


                                                  June 30,     December 31,
                                                   2001        2000
                                                 (Unaudited)
<S>                                                <C>           <C>
CURRENT ASSETS

  Cash                                             $    -      $    -

     Total Current Assets                               -           -

     TOTAL  ASSETS                                 $    -      $    -


          LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable                                 $    17,651 $     3,007

      Total Liabilities                                 17,651       3,007

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock; authorized 100,000,000 common
  shares at $0.001 par value; 3,300,750 shares
  issued and outstanding                                 3,301       3,301
  Additional paid-in capital                           347,089     346,174
  Subscription receivable                             (100,000)   (100,000)
  Deficit accumulated during development stage        (268,041)   (252,482)

     Total Stockholders' Equity (Deficit)              (17,651)     (3,007)

     TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY (DEFICIT)                              $    -       $    -
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
                   BETHURUM LABORATORIES, INC.
                  (A Development Stage Company)
                     Statements of Operations
                           (Unaudited)
<CAPTION>

                                                                    From
                                                                 Inception on
                                 For the          For the         October 9,
                            Six Months Ended Three Months Ended 1968 Through
                                 June 30,         June 30,         June 30,
                            2001        2000    2001       2000      2001
<S>                       <C>       <C>       <C>      <C>      <C>
REVENUES                   $     -   $     -   $    -   $     -  $       -

EXPENSES

General and administrative    15,559     5,456   13,146     5,456    304,286

    Total Expenses            15,559     5,456   13,146     5,456    304,286

LOSS FROM OPERATIONS         (15,559)   (5,456) (13,146)   (5,456)  (304,286)

OTHER (EXPENSE) INCOME

  Other income                   -         -        -         -       40,000
  Interest expense               -         -        -         -       (3,755)

    Total Other (Expense)
    Income                       -         -        -         -       36,245

NET LOSS                  $  (15,559) $ (5,456)$(13,146) $ (5,456) $(268,041)

BASIC AND DILUTED LOSS PER
 SHARE                    $    (0.00) $  (0.02)$  (0.00) $  (0.02)

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING        3,300,750    350,750 3,300,750  350,750
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                   BETHURUM LABORATORIES, INC.
                     (A Development Company)
           Statements of Stockholders' Equity (Deficit)
        From Inception on April 22, 1983 to June 30, 2001
<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)

The accompanying notes are an integral part of these financial statements.
<PAGE>
                   BETHURUM LABORATORIES, INC.
                     (A Development Company)
           Statements of Stockholders' Equity (Deficit)
        From Inception on April 22, 1983 to June 30, 2001

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

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      16,668         -       (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)

The accompanying notes are an integral part of these financial statements.
<PAGE>
                   BETHURUM LABORATORIES, INC.
                     (A Development Company)
           Statements of Stockholders' Equity (Deficit)
        From Inception on April 22, 1983 to June 30, 2001

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

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                     -         -         5,754         -             -

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

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

Expenses paid on
Company's behalf            -         -         5,288         -            -

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

Common stock issued
for cash at $0.12 per
share                 1,700,000     1,700     298,300    (100,000)         -

Net loss for the year
ended December 31,
2000                        -         -             -         -      (204,787)

Balance, December 31,
2000                  3,300,750   $ 3,301   $ 346,174   $(100,000)  $(252,482)

Expenses paid on
Company's behalf
(unaudited)                 -         -           915         -            -

Net loss for the six
months ended June 30,
2001 (unaudited)            -         -             -         -       (25,559)

Balance, June 30,
 2001 (unaudited)     3,300,750   $ 3,301   $ 347,089   $(100,000)  $(268,041)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
                   BETHURUM LABORATORIES, INC.
                  (A Development Stage Company)
                     Statements of Cash Flows
                           (Unaudited)
<CAPTION>
                                                                   From
                                                                Inception on
                                                                 April 22,
                                      For the Six Months Ended  1983 Through
                                              June 30,            June 30,
                                         2001           2000        2001
<S>                                    <C>             <C>       <C>
CASH FLOWS FROM  OPERATING ACTIVITIES

  Net loss                               $ (15,559)     $ (5,456) $  (268,041)
  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  14,644         2,826       17,651

       Net Cash (Used) by Operating
       Activities                             (915)       (2,630)    (245,815)

CASH FLOWS FROM INVESTING ACTIVITIES           -             -            -

CASH FLOWS FROM FINANCING ACTIVITIES

  Issuance of common stock                     -             -        229,000
  Additional paid-in capital                   915         2,630       16,815

       Net Cash Provided by Financing
       Activities                              915         2,630      245,815

NET INCREASE IN CASH                           -             -            -

CASH AT BEGINNING OF PERIOD                    -             -            -

CASH AT END OF PERIOD                    $     -        $    -      $     -

CASH PAID FOR:

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


SCHEDULE OF NON-CASH FINANCING
 ACTIVITIES:

  Common stock issued for services       $     -        $    -      $   4,575
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
                   BETHURUM LABORATORIES, INC.
                  (A Development Stage Company)
                  Notes the Financial Statements
               June 30, 2001 and December 31, 2000


NOTE 1 -  BASIS OF FINANCIAL STATEMENT PRESENTATION

       The accompanying unaudited condensed consolidated financial
       statements have been prepared by the Company pursuant to the rules
       and regulations of the Securities and Exchange Commission.  Certain
       information and footnote disclosures normally included in financial
       statements prepared in accordance with generally accepted accounting
       principles have been condensed or omitted in accordance with such
       rules and regulations.  The information furnished in the interim
       condensed consolidated financial statements include normal recurring
       adjustments and reflects all adjustments, which, in the opinion of
       management, are necessary for a fair presentation of such financial
       statements.  Although management believes the disclosures and
       information presented are adequate to make the information not
       misleading, it is suggested that these interim condensed consolidated
       financial statements be read in conjunction with the Company's most
       recent audited financial statements and notes thereto included in its
       December 31, 2000 Annual Report on Form 10-KSB.  Operating results
       for the six months ended June 30, 2001 are not necessarily indicative
       of the results that may be expected for the year ending December 31,
       2001.

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.
<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.  The Company's plan
of operation is to develop, acquire and operate wireless telecommunication
networks in developing markets throughout the world; however, the Company has
not had any business operations or made any acquisitions in this industry to
date.

          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 June 30, 2001, the Company had $0 in assets and $17,651 in
liabilities.  The Company had no revenues for the three months ended June 30,
2001 and 2000, with $13,146 and $5,456 in expenses, for net losses of
($13,146) and ($5,456), respectively. The Company had no revenues for the six
months ended June 30, 2001 and 2000, with $15,559 and $5,456 in expenses, for
net losses of ($15,559) and ($5,456), respectively.

          The Company incurred losses of ($13,146) for the period ended
June 30, 2001. 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 June 30, 2001, the Company had no current assets, with total
current liabilities of $17,651.  Total stockholder's equity was ($17,651).

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None; not applicable.

Item 2.   Changes in Securities.

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.

          None; not applicable.

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

          None; not applicable.

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, 2000.*

               S-4 Registration Statement and Joint Proxy Statement
               and Prospectus with an effective date of October 11, 2000.*

          (b)  Reports on Form 8-K.

               None.

         *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: 8/23/01                            By/s/William A. Silvey, Jr.
      ----------                              ------------------------
                                              William A. Silvey, Jr., Director
                                              and President

Date: 8/23/01                            By/s/W. Scott Thompson
      ----------                              ------------------------
                                              W. Scott Thompson, Director
                                              Secretary