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

                          FORM 10-KSB/A-1

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

     For the fiscal year ended December 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, LTD.
                       ---------------------------
              (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 Office)


Issuer's Telephone Number, including Area Code:  (713) 266-8005


                               N/A
                               ---
  (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   $0.001 par
value common voting stock

     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
               ---      ---                  ---      ---

     Check if there is no disclosure of delinquent files in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ ]

State Issuer's revenues for its most recent fiscal year:   December 31, 2000 -
$0.

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of a specified
date within the past 60 days.

    April 12, 2001 - $8,165.  There are approximately 816,500 shares of
common voting stock of the Company held by non-affiliates.  During the past
two years, there has been no "established trading market" for the Company's
common stock, so the Company has arbitrarily valued these shares at $0.01 per
share.

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

                                  N/A

                   (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:

                           December 6, 2001

                             1,600,750


                    DOCUMENTS INCORPORATED BY REFERENCE

          See Part III, Item 13.

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

                            SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) 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, LTD.


Date: 12/7/01                       By/s/William A. Silvey, Jr.
      ------------                      ----------------------
                                        William A. Silvey, Jr.
                                        President and Director


          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:

                                    BETHURUM LABORATORIES, LTD.


Date: 12/7/01                       By/s/William A. Silvey, Jr.
      -------------                     ----------------------
                                        William A. Silvey, Jr.
                                        President and Director



Date: 12/7/01                       By/s/W. Scott Thompson
      ------------                      ----------------------
                                        W. Scott Thompson, Director
                                        Secretary