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, 1999

                                     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, 1999:
2,305,500

<PAGE>

                       PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements


     See attached.


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

On March 31, 1999, the Company discontinued its network marketing
operations.  The total revenues generated by the discontinued operations
amounted to $0 for the six months ended June 30, 1999, and $541 for the
year ended December 31, 1998.

The Company currently has no on-going operations.  At the present time, the
Company is looking for a different line of business or for a potential
merger or business acquisition.  Any such business acquisition with an
operating company will likely be structured as a reverse acquisition in
which a controlling interest in the Company will be acquired by the
successor operation.  In such a transaction, the shareholders of the
Company will likely own a minority interest in the combined company after
the acquisition, and present management of the company will likely resign
and be replaced by the principals of the operating company.  This type of
transaction will leave the current shareholders with only a small minority
voice in the operating business and their interest may be insufficient to
control any seats of the board of directors or to have any substantial
voice in other corporate transactions.

<PAGE>


                         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

          The company is in the process of closing the acquisition of MCY Music
     World, Inc., a privately held Delaware corporation. The acquisition
     will be reported on a Form 8-K to be filed with the Securities and
     Exchange Commission.

Item 6.  Exhibits and Reports on Form 8-K

     None
<PAGE>

                                 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 2, 1999          by:   /s/ L. Dee Hall
                                   L. Dee Hall, Secretary
<PAGE>


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


                           CONTENTS

                                                             PAGE


        -  Unaudited Condensed Balance Sheets, June 30,
             1999 and December 31, 1998                        1


        -  Unaudited Condensed Statements of Operations,
             for the three and six months ended June 30,
             1999 and 1998, and from inception on July 3,
             1996 through June 30, 1999                        2


        -  Unaudited Condensed Statements of Cash Flows
             for the six months ended June 30, 1999 and
             1998, and from inception on July 3, 1996
             through June 30, 1999                             3


        -  Notes to Financial Statements                   4 - 8

<PAGE>


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

                      UNAUDITED CONDENSED BALANCE SHEETS


                                    ASSETS



                                      June 30,   December 31,
                                        1999         1998
                                    ___________  ___________
CURRENT ASSETS:
  Cash in bank                       $        -   $   21,138
  Cash held in trust                     12,169            -
                                    ___________  ___________
        Total Current Assets             12,169       21,138
                                    ___________  ___________

PROPERTY AND EQUIPMENT, net                   -          566
                                    ___________  ___________

OTHER ASSETS:
  Organizational costs, net                 417          517
                                    ___________  ___________
        Total Other Assets                  417          517
                                    ___________  ___________
                                     $   12,586   $   22,221
                                    ___________  ___________

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                   $        -   $    3,810
                                    ___________  ___________
        Total Current Liabilities             -        3,810
                                    ___________  ___________
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         50,707       50,707
  Deficit accumulated during the
    development stage                   (40,427)     (34,602)
                                    ___________  ___________
        Total Stockholders' Equity       12,586       18,411
                                    ___________  ___________
                                     $   12,586   $   22,221
                                    ___________  ___________

NOTE:   The balance sheet at December 31, 1998 was taken from the audited
     financial statements at that date and condensed.

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

                                   -1-

<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,
                           1999     1998       1999      1998          1999
                        _________ _________  _________ _________  _____________
REVENUE                 $      -  $      -   $      -  $      -    $       -
                        _________ _________  _________ _________  _____________

EXPENSES                   3,974         -      3,974         -        3,974
                        _________ _________  _________ _________  _____________
INCOME (LOSS) FROM
  OPERATIONS              (3,974)        -     (3,974)        -       (3,974)

OTHER INCOME:
  Interest                    73         -         73         -           73
                        _________ _________  _________ _________  _____________
LOSS FROM CONTINUING
  OPERATIONS BEFORE
  INCOME TAXES            (3,901)        -     (3,901)        -       (3,901)

CURRENT TAX EXPENSE            -         -          -         -            -

DEFERRED TAX EXPENSE           -         -          -         -            -
                        _________ _________  _________ _________  _____________
LOSS FROM CONTINUING
  OPERATIONS              (3,901)        -     (3,901)        -       (3,901)
                        _________ _________  _________ _________  _____________
DISCONTINUED OPERATIONS:
 Loss from operations of
   discontinued network
   marketing operations        -    (6,899)    (1,924)  (14,386)     (36,526)
 Loss on disposal of
   network marketing
   operations                  -         -          -         -            -
                        _________ _________  _________ _________  _____________
LOSS FROM DISCONTINUED
  OPERATIONS                   -    (6,899)    (1,924)  (14,386)     (36,526)
                        _________ _________  _________ _________  _____________

NET LOSS                $ (3,901) $ (6,899)  $ (5,825) $(14,386)   $ (40,427)
                        _________ _________  _________ _________  _____________
LOSS PER COMMON SHARE:
 Continuing operations  $   (.00) $      -   $   (.00) $      -    $    (.00)
 Discontinued
  operations of network
  marketing operations         -      (.00)      (.00)     (.01)        (.02)
 Disposal of
  discontinued network
  marketing operations         -         -          -         -            -
                        _________ _________  _________ _________  _____________
        Loss Per Share  $   (.00) $   (.00)  $   (.00) $   (.01)   $    (.02)
                        _________ _________  _________ _________  _____________





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

                                     -2-
<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,
                                    1999      1998           1998
                                 __________ __________  _______________
Cash Flows Provided by Operating
 Activities:
  Net loss                        $ (5,825)  $(14,386)    $ (40,427)
  Adjustments to reconcile net
    loss  to net cash used by
    operating activities:
     Loss on disposal of fixed
      assets                           537          -           537
     Depreciation expense               29         38           129
     Amortization expense              100        100           583
     Changes in assets and
      liabilities:
       Increase (decrease) in
        accounts payable            (3,810)     1,699             -
                                 __________ __________  _______________
       Net Cash Flows (Used)
        by Operating Activities     (8,969)   (12,549)      (39,178)
                                 __________ __________  _______________
Cash Flows Provided by 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 Provided by Financing
 Activities:
  Proceeds from common stock
   issuance                              -          -        71,100
  Payments for stock offering
   costs                                 -          -       (18,087)
                                 __________ __________  _______________
        Net Cash Provided by
        Financing Activities             -          -        53,013
                                 __________ __________  _______________
Net Increase (Decrease) in Cash     (8,969)     7,252        12,169

Cash at Beginning of Period         21,138     17,076             -
                                 __________ __________  _______________
Cash at End of Period             $ 12,169   $ 24,328     $  21,169
                                 __________ __________  _______________
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 unaudited condensed
   financial statements.

                                    -3-
<PAGE>


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

                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  -  Health  Builders International,  Inc.  [a  development  stage
  company]  (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 was formed to engage in the business of
  establishing a multi-level marketing network to provide customized mailing and
  fax  services for various network marketing companies.  On March 31, 1999, the
  Company discontinued its network marketing operations and is considering other
  business  opportunities or possible acquisitions.  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, 1999 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
  unaudited  condensed  financial statements be read  in  conjunction  with  the
  financial statements and notes thereto included in the Company's December  31,
  1998  audited financial statements.  The results of operations for the periods
  ended  June  30, 1999 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 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.

  Restatement  -  The financial statements have been restated  for  all  periods
  presented  to  reflect  management's decision  to  discontinue  the  company's
  network marketing business.

                                   -4-
<PAGE>



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

                         NOTES TO FINANCIAL STATEMENTS

NOTE 2 - PROPERTY AND EQUIPMENT

  The   following  is  a  summary  of  equipment,  at  cost,  less   accumulated
  depreciation for the periods presented:

                                          June 30,   December 31,
                                            1999        1998
                                        ___________   ___________
          Equipment                      $      -      $     666
          Less Accumulated depreciation         -           (100)
                                        ___________   ___________
                                         $      -      $     566
                                        ___________   ___________

  Depreciation expenses for the six months ended June 30, 1999 and 1998 were $29
  and $38, respectively.

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, 1999, the Company has available unused
  operating  loss carryforwards of approximately $40,000, which may  be  applied
  against future taxable income and which expire in 2011 through 2019.

  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  $13,600  and
  $11,900  as  of  June  30, 1999 and December 31, 1998, respectively,  with  an
  offsetting valuation allowance at each period end of the same amount resulting
  in  a  change in the valuation allowance of approximately $1,700 for  the  six
  months ended June 30, 1999.

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 $0 and $1,244 in consulting fees during  the
  six  months  ended  June  30,  1999 and the  year  ended  December  31,  1998,
  respectively.

  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.

                                     -5-
<PAGE>


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

                         NOTES TO FINANCIAL STATEMENTS

NOTE 5 - EARNINGS (LOSS) PER SHARE

  The  following  data  show the amounts used in computing earnings  (loss)  per
  share  and  the effect on income and the weighted average number of shares  of
  dilutive  potential common stock for the three and six months ended  June  30,
  1999 and 1998, and from inception on July 3, 1996 through June 30, 1999:


                           For the Three        For the Six       From Inception
                           Months Ended         Months Ended        on July 3,
                              June 30,             June 30,        1996 Through
                        ___________________  ___________________     June 30,
                           1999     1998       1999      1998          1999
                        _________ _________  _________ _________  _____________
 Income (loss) from
  continuing operations
  applicable to common
  stock  (numerator)    $ (3,901) $      -   $ (3,901) $      -    $  (3,901)
                        _________ _________  _________ _________  _____________
 Gain (loss) from
  operations of
  discontinued network
  marketing operation
  (numerator)           $      -  $ (6,899)  $ (1,924) $(14,386)   $ (36,526)
                        _________ _________  _________ _________  _____________
 Gain (loss) from
  disposition of
  discontinued network
  marketing operations
  (numerator)           $      -  $      -   $      -  $      -    $       -
                        _________ _________  _________ _________  _____________
 Weighted average number
  of common shares
  outstanding used in
  earnings per share
  during the period
  (denominator)         2,305,500 2,305,500  2,305,500 2,305,500    2,185,057
                        _________ _________  _________ _________  _____________

  Dilutive  earnings per share were not presented, as the Company had no  common
  equivalent  shares for all periods presented that would effect the computation
  of diluted earnings (loss) per share.

NOTE 6 - DISCONTINUED OPERATIONS

  On  March 31, 1999, the Company discontinued its network marketing operations.
  The total revenues generated by the discontinued operations amounted to $0 for
  the  six  months ended June 30, 1999 and $541 for the year ended December  31,
  1998.

  The  Company currently has no on-going operations.  At the present  time,  the
  Company is looking for a different line of business or for a potential  merger
  or  business  acquisition.  Any such business acquisition  with  an  operating
  company  will  likely  be  structured as a  reverse  acquisition  in  which  a
  controlling  interest  in  the  Company will  be  acquired  by  the  successor
  operation.  In such a transaction, the shareholders of the Company will likely
  own  a  minority  interest in the combined company after the acquisition,  and
  present  management of the company will likely resign and be replaced  by  the
  principals of the operating company.  This type of transaction will leave  the
  current  shareholders  with  only  a small minority  voice  in  the  operating
  business  and their interest may be insufficient to control any seats  of  the
  board  of  directors  or  to  have any substantial voice  in  other  corporate
  transactions.

                                    -6-
<PAGE>


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

                         NOTES TO FINANCIAL STATEMENTS

NOTE 6 - DISCONTINUED OPERATIONS [Continued]

  The following is a summary of assets of discontinued operations, at cost, less
  accumulated depreciation:


                                          June 30,   December 31,
                                            1999        1998
                                        ___________   ___________
          Equipment                      $      -      $     666
          Less Accumulated depreciation         -           (100)
                                        ___________   ___________
                                         $      -      $     566
                                        ___________   ___________


  Depreciation expenses for the six months ended June 30, 1999 and 1998 were $29
  and $38, respectively.

  During  the  quarter ended March 31, 1999, property and equipment,  consisting
  primarily  of  a VCR machine and a fax machine, was abandoned.   Loss  on  the
  disposal of the equipment amounted to $537.

  The  following  is a condensed proforma statement of operations that  reflects
  what  the  presentation would have been for the periods presented without  the
  reclassifications required by "discontinued operations" accounting principles:

                                     For the Six        From Inception
                                     Months Ended         on July 3,
                                       June 30,          1996 Through
                               _______________________      June 30,
                                   1999        1998           1999
                               ___________ ___________  ______________
         Revenue                $       -   $     476    $      541
         Expense                   (5,510)    (15,501)      (41,830)
         Other income (expense)      (315)        639           862
                               ___________ ___________  ______________
         Net loss               $  (5,825)  $ (14,386)    $ (40,427)
                               ___________ ___________  ______________
         Loss per share         $    (.00)  $    (.01)    $    (.02)
                               ___________ ___________  ______________

  Net  Assets  of  the  Company from discontinued operations  consisted  of  the
  following and have been reclassified in the accompanying financial statements:

                                                   June 30,  December 31,
                                                     1999       1998
                                                 ___________ ___________
         Property and equipment, net              $      -    $    566
                                                 ___________ ___________
         Net assets of discontinued operations    $      -    $    566
                                                 ___________ ___________

                                     -7-
<PAGE>



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

                         NOTES TO FINANCIAL STATEMENTS

NOTE 7 - SUBSEQUENT EVENTS

  Letter of Intent - The Company has entered into a letter of intent wherein the
  Company would acquire all the issued and outstanding shares of common stock of
  MCY  Music  World  Corporation, a Delaware corporation, in  a  stock-for-stock
  exchange.   The Company proposes to issue approximately 50,000,000  shares  of
  restricted  post-split  common  stock in  the  exchange.   In  the  event  the
  acquisition is completed, the current shareholders of the Company  would  only
  own  approximately  8%  of the combined enterprise after  the  exchange.   The
  current   officers  and  directors  of  the  Company  would  resign  and   the
  shareholders  of MCY Music World Corporation would gain control (approximately
  90%)  of the Company.  Ultimate consummation of the acquisition is subject  to
  various terms including the signing of a Definitive Agreement.

                                      -8-