<PAGE>



            U.S. SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549


                          FORM 10-QSB



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

     FOR THE QUARTERLY PERIOD ENDED:  September 30, 1997

                               OR

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

               COMMISSION FILE NUMBER:  333-9809


               HEALTH BUILDERS INTERNATIONAL, INC.
     (Exact name of registrant as specified in its charter)


      Delaware                               87-0561634
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)            Identification No.)



             2077 Elderberry Way, Sandy, Utah 84092
            (Address of principal executive offices)

                         (801) 553-8972
      (Registrant's telephone number, including area code)


Check whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file
such report(s), and (2) has been subject to such filing
requirements for the past 90 days.

YES [X]   NO [ ]

The number of $.001 par value common shares outstanding at
September 30, 1997:  2,305,500


<PAGE>

                 PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

     See attached.

Item 2:  Management's Discussion & Analysis or Plan of
Operations

     The Company was incorporated on July 3, 1996.  The
Company has not yet generated any revenues from operations
and is considered a development stage company.  The Company
has no significant assets.  To date, activities have been
limited to organizational matters and the preparation and
filing of a registration statement to register a public
offering of its securities.  Pursuant thereto, the Company
sold 305,500 shares of its common stock and raised gross
proceeds of $61,100.

     Management's plan of operation for the next twelve
months is to use the proceeds from the offering primarily to
acquire office equipment, hire employees and cover the
payroll costs and otherwise provide operating capital during
the start up period of operations until the Company can
begin generating revenues from operations to thereafter
cover ongoing expenses.  The Company is totally dependent
upon the funds raised in this offering for the ability to
fully commence its intended business operations.

     There is absolutely no assurance that the Company will
be able, with the proceeds of the offering, to successfully
commence proposed business operations.  At this time, no
assurances can be given with respect to the or the length of
time after commencement of operations that it will be
necessary to fund operations from proceeds of the offering.

     Management believes that the net proceeds from the
offering will provide working capital for one to two years
after commencement of operations, during which time
management anticipates that the Company will begin
generating sufficient revenues to cover ongoing expenses.
However, there is absolutely no assurance of this.  If the
Company is unsuccessful, investors will have lost their
money and management will not attempt to pursue further
efforts with respect to such business, and it is unlikely
the Company would have the financial ability to do so in any
event.  Instead management will call a shareholders meeting
to decide whether to liquidate the Company or what direction
the Company will pursue, if any.   However, the Company
presently has no plans, commitments or arrangements with
respect to any other potential business venture and there is
no assurance the Company could become involved with any
other business venture, especially any business venture
requiring significant capital.

                        -2-
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                  PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     None.

Item 2.  Change in Securities

     None.

Item 3.  Defaults Upon Senior Securities

     None.

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

     None.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

     None

                               -3-
<PAGE>

                           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.

                              Health Builders International, Inc.



Date:  October 23, 1997        by:   /s/ L. Dee Hall
                                   L. Dee Hall, President

<PAGE>

  


               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
               UNAUDITED CONDENSED BALANCE SHEETS
                                
                                
                                
                             ASSETS
                                
                                
                                   September 30,  December 31,
                                        1997          1996
                                    ___________  ___________
CURRENT ASSETS:
  Cash in bank                          $48,146     $  2,603
                                    ___________  ___________


OTHER ASSETS:
  Organizational costs, net                 767          917
  Deferred stock offering costs               -        6,370
                                    ___________  ___________

   Total Other Assets                       767        7,287
                                    ___________  ___________

                                      $  48,913     $  9,890
                                    ___________  ___________

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                        1,295           69
                                    ___________  ___________

        Total Current Liabilities         1,295           69
                                    ___________  ___________
STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value,
   500,000 shares authorized,
   no shares issued and outstanding           -            -
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   2,305,500 and 2,000,000 shares
   issued and outstanding at 1997
   and 1996                               2,306        2,000
  Capital in excess of par value         50,068        8,000
  Deficit accumulated during the
    development stage                   (4,756)        (179)
                                    ___________  ___________
        Total Stockholders' Equity       47,618        9,821
                                    ___________  ___________
                                      $  48,913     $  9,890
                                    ___________  ___________

NOTE:   The balance sheet at December 31, 1996 was taken from the
     audited financial statements at that date and condensed.

 The accompanying notes are an integral part of these financial
                           statements.

                               
<PAGE>

               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
                                
          UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                                
                                
                          For the Three     For the Nine     From Inception
                           Months Ended     Months Ended     on July 3,
                          September 30,   September 30, 1996  Through
                       __________________  _______________   September 30,
                           1997    1996     1997     1996    1997
                       _________  _______  ______  _______   _______
REVENUE:
  Sales                   $    - $      -  $    -  $     -   $    -
                       _________  _______  ______  _______   ______
EXPENSES:
  General and
    administrative         1,096      60    4,577      60     4,756
                       _________  _______  ______  ________  ______

LOSS BEFORE INCOME TAXES (1,096)     (60)  (4,577)    (60)   (4,756)

CURRENT TAX EXPENSE            -        -        -       -         -

DEFERRED TAX EXPENSE           -        -        -       -         -
                       _________  _______  _______  _______   _______

NET LOSS                 $(1,096) $(60)   $(4,577)  $ (60)   $(4,756)
                       _________  _______  _______  ______    _______

LOSS PER COMMON SHARE    $(.00)   $ (.00)  $(.00)  $ (.00)    $ (.00)
                       _________  _______  _______  ______     ______
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
 The accompanying notes are an integral part of these financial
                           statements.

                               
<PAGE>

               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
          UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                                
                                
                                         For the Nine     From Inception
                                         Months Ended      on July 3,
                                        September 30,      1996 Through
                                   _____________________  September 30,
                                       1997        1996        1997
                                  ____________  _________  ___________
Cash Flows to Operating Activities:
  Net loss                            $(4,577)    $(60)      $ (4,756)
  Adjustments to reconcile net
    loss  to net cash used by
    operating activities:
     Depreciation and amortization         150         33          233
     Changes in assets and liabilities:
        Accounts payable               (1,048)          -        1,295
                                 ______________  ________   __________
        Net Cash Flows to Operating
          Activities                   (5,475)       (27)      (3,228)
                                 ______________  ________  ___________
Cash Flows to Investing Activities:
  Payment of organization costs              -    (1,000)      (1,000)
                                 _____________  _________  ___________
        Net Cash to Investing Activities     -    (1,000)      (1,000)
                                 ______________  ________  ___________
Cash Flows from Financing Activities:
  Proceeds from common stock issuance     61,100   10,000       71,100
  Payments for stock offering costs     (10,082)  (5,650)     (17,431)
                                 _____________  _________  ___________
        Net Cash from Financing
          Activities                    51,018      4,350       53,669
                                 _____________  _________  ___________
Net Increase (Decrease) in Cash         45,543      3,323       48,146

Cash at Beginning of Period              2,603          -            -
                                 _____________  _________  ___________
Cash at End of Period                $  48,146    $ 3,323    $  48,146
                                 _____________  _________  ___________

Supplemental Disclosures of Cash Flow information:
  Cash paid during the period for:
    Interest                            $    -     $    -       $  -
    Income taxes                        $    -     $    -       $  -

Supplemental schedule of Noncash Investing and Financing
Activities:
  For the period ended September 30, 1997:
     Stock offering costs of $1,295 have been accrued into accounts
     payable at September 30, 1997.
     
  For the period ended September 30, 1996:
     Stock  offering costs of $720 have been accrued into  accounts
     payable at September 30, 1996.
                                
                                
                                
 The accompanying notes are an integral part of these financial
                           statements.

                               
<PAGE>

               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
  
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  Organization - The Company was organized under the  laws  of  the
  State of Delaware on July 3, 1996.  The Company has not commenced
  planned  principal  operations and is  considered  a  development
  stage  company as defined in SFAS No. 7.  The Company is planning
  to  engage  in  the  business  of  establishing  a  training  and
  distribution center for the development of multi-level  marketing
  networks  in  the  health and nutrition industry,  to  train  and
  assist  people  involved in network marketing for various  health
  and  nutrition  companies  in recruiting,  and  also  to  provide
  customized  mailing and fax services.  The Company  has,  at  the
  present  time, not paid any dividends and any dividends that  may
  be paid in the future will depend upon the financial requirements
  of the Company and other relevant factors.
  
  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, 1997 and for all the 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, 1996 audited  financial
  statements.   The  results of operations for  the  periods  ended
  September  30,  1997  are  not  necessarily  indicative  of   the
  operating results for the full year.
  
  Accounting 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, the  disclosures  of
  contingent  assets and liabilities at the date of  the  financial
  statements  and  the  reported amount of  revenues  and  expenses
  during  the  reported period.  Actual results could  differ  from
  those estimated.
  
NOTE 2 - CAPITAL STOCK
  
  Public  Offering  of  Common Stock - The Company  made  a  public
  offering  of  305,500  shares of its  previously  authorized  but
  unissued   common  stock.   The  Company  filed  a   registration
  statement  on  Form  SB-2 with the United States  Securities  and
  Exchange Commission in accordance with the Securities Act of 1933
  as  amended.  An offering price of $.20 per share was arbitrarily
  determined  by  the  Company.  The offering was  managed  by  the
  Company  without  any underwriter.  The shares were  offered  and
  sold  by  an  officer  of  the Company,  who  received  no  sales
  commissions  or  other  compensation  in  connection   with   the
  offering, except for reimbursement of expenses actually  incurred
  on  behalf  of the Company in connection with the offering.   The
  Company incurred stock offering costs of $18,726 which have  been
  netted   against  the  proceeds  of  the  public  stock  offering
  (reduction in capital in excess of par).

                              
<PAGE>

               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
  
NOTE 2 - CAPITAL STOCK [Continued]
  
  Common  Stock  -  During  July,  1996,  in  connection  with  its
  organization,  the  Company  issued  2,000,000  shares   of   its
  previously authorized, but unissued common stock.  Total proceeds
  from the sale of stock amounted to $10,000 (or $.005 per share).
  
  Preferred  Stock - The Company has authorized 500,000  shares  of
  preferred  stock, $.001 par value, with such rights,  preferences
  and designations and to be issued in such series as determined by
  the Board of Directors.  No shares are issued and outstanding  at
  September 30, 1997.

NOTE 3 - INCOME TAXES
  
  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109  "Accounting
  for  Income Taxes".  FASB 109 requires the Company to  provide  a
  net deferred tax asset/liability equal to the expected future tax
  benefit/expense of temporary reporting differences  between  book
  and  tax  accounting methods and any available operating loss  or
  tax  credit carryforwards.  At September 30, 1997 there  were  no
  material  deferred tax assets or liabilities, current or deferred
  tax expense, or net operating loss carryforwards.
  
NOTE 4 - RELATED PARTY TRANSACTIONS
  
  Management   Compensation  -  The  Company  has  not   paid   any
  compensation to its officers and directors.
  
  Office  Space  -  The Company has not had a need to  rent  office
  space.   An  officer/shareholder of the Company is  allowing  the
  Company  to use his home as a mailing address, as needed,  at  no
  expense to the Company.
  
NOTE 5 - GOING CONCERN
  
  The  accompanying  financial statements  have  been  prepared  in
  conformity  with  generally accepted accounting principles  which
  contemplate continuation of the Company as a going concern.   The
  Company  has incurred losses since its inception and has not  yet
  been  successful  in establishing profitable  operations.   These
  factors  raise substantial doubt about the ability of the Company
  to  continue  as a going concern.  In this regard, management  is
  proposing to raise any necessary additional funds not provided by
  its  planned  operations through loans and/or through  additional
  sales of its common stock. There is no assurance that the Company
  will  be  successful  in  raising  this  additional  capital   or
  achieving profitable operations.  The financial statements do not
  include  any  adjustments that might result from the  outcome  of
  these uncertainties.