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 March 31, 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:

                              March 31, 2000

                          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)

                       FINANCIAL STATEMENTS

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

                              ASSETS


                                                March 31,      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                      $             13,578  $    14,361
  Accrued interest                                     1,647        1,647

      Total Liabilities                               15,225       16,008

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                          28,962       28,179
  Deficit accumulated during development stage       (47,695)     (47,695)

     Total Stockholders' Equity (Deficit)            (15,225)     (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
                                                            April 22,
                             For the Three Months Ended   1983 Through
                                       March 31,            March 31,
                                  2000         1999           2000
<S>                        <C>               <C>          <C>
REVENUES                    $          -      $       -    $        -

EXPENSES

  General and administrative           -            542        43,940

     Total Expenses                    -            542        43,940

LOSS FROM OPERATIONS                   -           (542)      (43,940)

OTHER EXPENSE

  Interest expense                     -              -        (3,755)

     Total Other Expense               -              -        (3,755)

NET LOSS                     $         -      $    (542)   $  (47,695)

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

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING         3,507,500      3,507,500
</TABLE>
<TABLE>
                   BETHURUM LABORATORIES, INC.
                     (A Development Company)
           Statements of Stockholders' Equity (Deficit)
        From Inception on April 22, 1983 to March 31, 2000
<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)

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)

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 year
 ended December
 31, 1999 (unaudited)       -            -            -              (6,051)

Balance,
 December 31, 1999     3,507,500      $ 3,508   $  28,179          $ (47,695)

Expenses paid on
Company's behalf
(unaudited)                 -            -            783               -

Net loss for the
three months ended
March 31, 2000 (unaudited)  -            -            -                 -

Balance, March 31, 2000
 (unaudited)           3,507,500      $ 3,508   $  28,962          $ (47,695)
</TABLE>
<TABLE>
                      BETHURUM LABORATORIES, INC.
                    (A Development Stage Company)
                      Statements of Cash Flows
                             (Unaudited)
<CAPTION>
                                                             From
                                                          Inception on
                                                            April 22,
                             For the Three Months Ended   1983 Through
                                       March 31,            March 31,
                                  2000         1999           2000
<S>                              <C>          <C>          <C>
CASH FLOWS FROM  OPERATING ACTIVITIES

        Net loss                  $       -   $      (542) $      (47,695)
        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              (783)          542          13,578
        Increase in accrued interest      -           -             1,647

            Net Cash (Used) by
            Operating Activities       (783)          -           (27,895)

CASH FLOWS FROM INVESTING ACTIVITIES      -           -                 -

CASH FLOWS FROM FINANCING ACTIVITIES

        Issuance of common stock          -           -            16,500
        Additional paid-in capital      783           -            11,395

          Net Cash Provided by
          Financing Activities          783           -            27,895

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
               March 31, 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.

       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.  All references to shares outstanding and
       loss per share have been retroactively restated to restate the
       forward stock split.

       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.

                                                          March 31,
                                                  2000                 1999


        Numerator - loss                 $             (0.00)  $       (542)
        Denominator - weighted average
         number of shares outstanding              3,507,500      3,507,500

        Loss per share                   $             (0.00)  $      (0.00)

        d.  Provision for Taxes

        At March 31, 2000, the Company had net operating loss carryforwards
        of approximately $47,000 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.

        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.

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 two fiscal years.  The Company's plan
of operation for the next 12 months has yet to be formulated, with the Company
intending to determine the industries in which it would like to focus its
business operations.

          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 March 31, 2000, the Company had $0 in assets and $15,225 in
liabilities.  The Company had no revenues for the three months ended March
31, 2000 and 1999, with $0 and $542 in expenses, for net losses of
($0) and ($542), respectively.

          The Company incurred losses of ($0) for the period ended March 31,
2000; and ($542) for the period ended March 31, 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 10-SB Registration
Statement with the Securities and Exchange Commission.

Liquidity.
---------

     At March 31, 2000, the Company had no current assets, with total
current liabilities of $15,225.  Total stockholder's equity was ($15,225).

          During the period ended March 31, 2000, capital contributions by a
principal stockholder amounted to $783; 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.

          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, 1999.*

          (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: 5/22/2000                          By/s/William A. Silvey, Jr.
      ---------                              ------------------------
                                             William A. Silvey, Jr., Director
                                             and President

Date: 5/22/2000                          By/s/W. Scott Thompson
      ---------                              ------------------------
                                             W. Scott Thompson, Director
                                             Secretary