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:  June 30, 1998

                                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 small business issuer 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
         (Issuer'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 issuer 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 June
30, 1998:  2,305,500



                  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 significant 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. 

                   PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities and Use of Proceeds

     (a)  None.

     (b)  None.

     (c)  See Part I, Item 1 (financial statements) and Item 2
          (management's discussion) for financial information and
          a narrative discussion regarding use of proceeds.


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
                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Issuer has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                              Health Builders International, Inc.



Date:  August 14, 1998         by:   /s/ L. Dee Hall            
                                   L. Dee Hall, Secretary



<PAGE>




               HEALTH BUILDERS INTERNATIONAL, INC.
                 [A Development Stage Company]

               UNAUDITED CONDENSED BALANCE SHEETS



                             ASSETS

                                      June 30,    December 31,
                                        1998          1997
                                    ___________  ___________
CURRENT ASSETS:
  Cash in bank                          $24,328     $ 17,076
  Certificate of deposit - 
    held to maturity                          -       20,096
                                    ___________  ___________
   Total Current Assets                  24,328       37,172
                                    ___________  ___________

PROPERTY AND EQUIPMENT, net                 625          368
                                    ___________  ___________
OTHER ASSETS:
  Organizational costs, net                 617          717
                                    ___________  ___________

   Total Other Assets                       617          717
                                    ___________  ___________
                                      $  25,570     $ 38,257
                                    ___________  ___________

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                        2,997        1,298
                                    ___________  ___________
        Total Current Liabilities         2,997        1,298
                                    ___________  ___________
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 shares issued and
   outstanding                            2,306        2,306
  Capital in excess of par value         50,706       50,706
  Deficit accumulated during the
    development stage                  (30,439)     (16,053)
                                    ___________  ___________
        Total Stockholders' Equity       22,573       39,959
                                    ___________  ___________
                                      $  25,570     $ 38,257
                                    ___________  ___________

NOTE:   The balance sheet at December 31, 1997 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 Six        From Inception
                           Months Ended     Months Ended         on July 3,
                             June 30,         June 30,          1996 Through
                                                                  June 30,
                       __________________  ___________________      1998
                         1998      1997     1998      1997   
                       _________ ________  _________ _________   __________
REVENUE:
  Commissions
  earned               $     476 $      -  $     476 $       -   $      476
                       _________ ________  _________ _________   __________

EXPENSES:
  General and 
  administrative           7,654      563     15,501     3,481       31,707
                       _________ ________  _________ _________   __________

INCOME (LOSS) FROM
  OPERATIONS             (7,178)    (563)   (15,025)   (3,481)     (31,231)

OTHER INCOME:
  Interest                   279        -        639         -          792
                       _________ ________  _________ _________   __________
LOSS BEFORE INCOME
  TAXES                  (6,899)    (563)   (14,386)   (3,481)     (30,439)

CURRENT TAX EXPENSE            -        -          -         -            -

DEFERRED TAX EXPENSE           -        -          -         -            -
                       _________ ________  _________ _________   __________

NET LOSS               $ (6,899) $  (563)  $(14,386) $ (3,481)  $  (30,439)
                       _________ ________ __________ _________   __________

LOSS PER COMMON SHARE  $   (.00) $  (.00) $    (.01) $   (.00)   $    (.01)
                       _________ ________ __________ _________   __________












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 Six        From Inception
                                           Months Ended          on July 3,
                                            June 30,           1996 Through
                                     _______________________     June 30,
                                        1998        1997           1998
                                     ___________ ___________  _____________
Cash Flows to Operating Activities:
  Net loss                           $  (14,386) $   (3,481)  $    (30,439)
  Adjustments to reconcile net
    loss  to net cash used by
    operating activities:
     Depreciation expense                     38          -              41
     Amortization expense                    100         100            383
     Changes in assets and
     liabilities:
       Increase in accounts payable        1,699       1,791          2,997
                                     ___________ ___________  _____________
        Net Cash Flows (Used) by
        Operating Activities            (12,549)     (1,590)       (27,018)
                                     ___________ ___________  _____________
Cash Flows to Investing Activities:
  Payment of organization costs                -           -        (1,000)
  Certificate of deposit                  20,096           -              -
  Property, plant and equipment            (295)           -          (666)
                                     ___________ ___________  _____________
        Net Cash Provided (Used) by
        Investing Activities              19,801           -        (1,666)
                                     ___________ ___________  _____________
Cash Flows from Financing Activities:
  Proceeds from common stock issuance          -           -         71,100
  Payments for stock offering costs            -       (979)       (18,088)
                                     ___________ ___________  _____________
        Net Cash Provided by
        Financing Activities                  -        (979)         53,012
                                     ___________ ___________  _____________
Net Increase (Decrease) in Cash            7,252     (2,569)         24,328

Cash at Beginning of Period               17,076       2,603              -
                                     ___________ ___________  _____________
Cash at End of Period                $    24,328 $        34  $      24,328
                                     ___________ ___________  _____________

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 June 30, 1998:
     None
     
  For the period ended June 30, 1997:
     None

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 yet
  generated significant revenues from its 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 multi-level marketing network to
  provide customized mailing and fax services for various network
  marketing companies.  The Company is also attempting to form its
  own network marketing organization within the communications
  industry.  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 June
  30, 1998 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, 1997 audited financial
  statements.  The results of operations for the periods ended June
  30, 1998 is 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 required
  management to make estimates and assumptions that effect the
  reported amounts of assets and liabilities, the disclosures of
  contingent assets and liabilities at the date of the financial
  statements, and the reported amounts of revenues and expenses
  during the reporting period.  Actual results could differ from
  those estimated by management.
  
NOTE 2 - PROPERTY AND EQUIPMENT

  The following is a summary of equipment, at cost, less
  accumulated depreciation:

                                    June 30,   December 31,
                                      1998        1997
                                     _________ _________
       Equipment                     $     666 $     371
       Less Accumulated depreciation      (41)       (3)
                                     _________ _________
                                     $     625 $     368
                                     _________ _________
  
  Depreciation expense for the six months ended June 30, 1998 and
  1997 was $38 and $0, respectively.

<PAGE>

                 HEALTH BUILDERS INTERNATIONAL, INC.
                   [A Development Stage Company]
  
                  NOTES TO FINANCIAL STATEMENTS

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 June 30, 1998, the Company has
  available unused operating loss carryforwards of approximately
  $30,500, which may be applied against future taxable income and
  which expire in 2011 through 2013.
  
  The amount of and ultimate realization of the benefits from the
  operating loss carryforwards for income tax purposes is
  dependent, in part, upon the tax laws in effect, the future
  earnings of the Company, and other future events, the effects of
  which cannot be determined.  Because of the uncertainty
  surrounding the realization of the loss carryforwards the Company
  has established a valuation allowance equal to the tax effect of
  the loss carryforwards and, therefore, no deferred tax asset has
  been recognized for the loss carryforwards.  The net deferred tax
  assets are approximately $10,300 and $5,400 as of June 30, 1998
  and December 31, 1997, respectively, with an offsetting valuation
  allowance at each period end of the same amount resulting in a
  change in the valuation allowance of approximately $4,900 for the
  six months ended June 30, 1998.
  
NOTE 4 - RELATED PARTY TRANSACTIONS
  
  Management Compensation - The Company has not paid any
  compensation to its officers and directors.
  
  Related Party Compensation - Certain relatives of officers and
  directors of the Company were paid a total of $942 and $3,923 in
  consulting fees during the six months ended June 30, 1998 and the
  year ended December 31, 1997.
  
  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 - DEVELOPMENT STAGE COMPANY
  
  The Company was formed with a very specific business plan.
  However, the possibility exists that the Company could expend
  virtually all of its working capital in a relatively short time
  period and may not be successful in establishing on-going
  profitable operations.