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:  March 31, 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 March
31, 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 three months ended March 31,
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.



                     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.

                       -2-
<PAGE>                 

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 Issuer has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                              Health Builders International, Inc.



Date: May 13, 1999               by:   /s/ L. Dee Hall            
                                   L. Dee Hall, Secretary

                              -4-
<PAGE>                        


                      HEALTH BUILDERS INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
                      UNAUDITED CONDENSED BALANCE SHEETS
                                       
                                       
                                    ASSETS
                                       
                                       

                                     March 31,  December 31,
                                        1999        1998
                                    ___________  ___________
CURRENT ASSETS:
  Cash in bank                         $ 18,497     $ 21,138
                                    ___________  ___________
        Total Current Assets             18,497       21,138

ASSETS OF DISCONTINUED
  OPERATIONS, net                             -          566

OTHER ASSETS:
  Organizational costs, net                 467          517
                                    ___________  ___________
                                       $ 18,964     $ 22,221
                                    ___________  ___________

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                        2,477        3,810
                                    ___________  ___________
        Total Current Liabilities         2,477        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                    (36,526)     (34,602)
                                    ___________  ___________
        Total Stockholders' Equity       16,487       18,411
                                    ___________  ___________
                                       $ 18,964     $ 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 condensed financial
   statements.

                                    -5-
<PAGE>

 
                      HEALTH BUILDERS INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
                 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                                       
                                        For the Three     From Inception
                                         Months Ended       on July 3,
                                           March 31,       1996 Through
                                    __________ _________     March 31,
                                        1999     1998          1999
                                    __________ __________ _____________
REVENUE                              $      -   $      -    $      -

EXPENSES                                    -          -           -
                                    __________ __________ _____________

LOSS FROM CONTINUING
  OPERATIONS BEFORE INCOME TAXES            -          -           -
                                    __________ __________ _____________

CURRENT TAX EXPENSE                         -          -           -

DEFERRED TAX EXPENSE                        -          -           -
                                    __________ __________ _____________

LOSS FROM CONTINUING OPERATIONS             -          -           -
                                    __________ __________ _____________

DISCONTINUED OPERATIONS
  loss from operations of
    discontinued network
    marketing operation                (1,924)    (7,487)    (36,526)
  loss on disposal of network
    marketing operations                    -          -           -
                                    __________ __________ _____________

LOSS FROM DISCONTINUED
  OPERATIONS                           (1,924)    (7,487)    (36,526)
                                    __________ __________ _____________

NET LOSS                             $ (1,924)  $ (7,487)  $ (36,526)
                                    __________ __________ _____________

LOSS PER COMMON SHARE
  Continuing operations              $      -   $      -   $       -
  Discontinued operations of
    network Marketing operation          (.00)      (.00)       (.02)
  Disposal of discontinued network
    marketing operations                    -          -           -
                                    __________ __________ _____________
        Loss Per Share               $   (.00)  $   (.00)  $    (.02)
                                    __________ __________ _____________
                                       
                                       
                                       
                                       
                                       
   The accompanying notes are an integral part of these unaudited condensed
   financial statements.

                                     -6-
<PAGE>


                      HEALTH BUILDERS INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
                 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS





                                        For the Three    From Inception
                                         Months Ended      on July 3,
                                           March 31,      1996 Through
                                    __________ _________    March 31,
                                       1999       1998         1999
                                    __________ __________ _____________
Cash Flows from Operating 
 Activities:
  Net loss                           $ (1,924)  $ (7,487)   $(36,526)
  Adjustments to reconcile net
    loss  to net cash used by
    operating activities:
     Loss on disposal of fixed
      assets                              537          -         537
     Depreciation expense                  29         18         129
     Amortization expense                  50         50         533
     Changes in assets and 
      liabilities:
       Increase (decrease) in
         accounts payable              (1,333)     1,479       2,477
                                    __________ __________ _____________
        Net Cash Provided (Used)                
          by Operating Activities      (2,641)    (5,940)    (32,850)
                                    __________ __________ _____________
Cash Flows from Investing
 Activities:
  Payment of organization costs             -          -      (1,000)
  Certificate of deposit                    -       (234)          -
  Property, plant and equipment             -          -         665
                                    __________ __________ _____________
        Net Cash Provided (Used)
          by Investing Activities           -       (234)     (1,665)
                                    __________ __________ _____________
Cash Flows from Financing 
 Activities:
  Proceeds from common stock
   issuance                                 -          -      71,100
  Payments for stock offering
   costs                                    -          -     (18,088)
                                    __________ __________ _____________
        Net Cash Provided by 
         Financing Activities               -          -      53,012
                                    __________ __________ _____________
Net Increase (Decrease) in Cash        (2,641)    (6,174)     18,497

Cash at Beginning of Period            21,138     17,076           -
                                    __________ __________ _____________
Cash at End of Period                $ 18,497   $ 10,902    $ 18,497
                                    __________ __________ _____________
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 March 31, 1999:
     None
     
  For the period ended March 31, 1998:
     None
     
     
   The accompanying notes are an integral part of these unaudited condensed
   financial statements.

                                    -7-
<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 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
  March 31, 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
  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
  March  31,  1999  and  1998 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.
  
NOTE 2 - 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 March 31, 1999, the Company has available unused
  operating  loss carryforwards of approximately $36,000, which may  be  applied
  against future taxable income and which expire in 2011 through 2014.

                                    -8-
<PAGE>

 
  
                      HEALTH BUILDERS INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                       
NOTE 2 - INCOME TAXES [Continued]
  
  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  $12,400  and
  $11,700  as  of  March 31, 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 $700 for  the  three
  months ended March 31, 1999.
  
NOTE 3 - 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 months ended March 31, 1999  and
  1998, and from inception on July 3, 1996 through March 31, 1999:
  


                                         For the Three    From Inception
                                          Months Ended      on July 3,
                                            March 31,      1996 Through
                                     __________ _________    March 31,
                                        1999       1998         1999
                                     __________ __________ _____________
    Income (loss) from continuing
      operations applicable to
      common stock (numerator)        $      -   $      -    $      -
                                     __________ __________ _____________
    Gain (loss) from operations of
      discontinued network marketing
      operation (numerator)           $ (1,924)  $ (7,487)   $(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    2,173,952
                                     __________ __________ _____________
  
  Dilutive  earnings per share was 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.

                                     -9-
<PAGE> 


  
                      HEALTH BUILDERS INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                       
  
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 $533 in consulting fees  during  the
  three months ended March 31, 1999 and 1998.
  
  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 - 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 three months ended March 31, 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.
  
  The following is a summary of assets of discontinued operations, at cost, less
  accumulated depreciation:
  
                                       March 31,    December 31,
                                         1999           1998
                                       _________    ____________
       Equipment                        $     -      $    665
       Less Accumulated depreciation          -           (99)
                                       _________    ____________
                                        $     -      $    566
                                       _________    ____________
  
  Depreciation  expense for the three months ended March 31, 1999 and  1998  was
  $29 and $18, respectively.

                                     -10-
<PAGE>

  
  
                      HEALTH BUILDERS INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                       
NOTE 5 - DISCONTINUED OPERATIONS [Continued]
  
  
  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 Three     From Inception
                                         Months Ended       on July 3,
                                           March 31,       1996 Through
                                    __________ _________     March 31,
                                        1999     1998          1999
                                    __________ __________ _____________
         Revenue                     $      -   $      -    $    541
         Expense                       (1,536)    (7,847)    (37,856)
         Other income (expense)          (388)       360         789
                                    __________ __________ _____________
         Net loss                    $ (1,924)  $ (7,487)   $(36,526)
                                    __________ __________ _____________
         Loss per share              $   (.00)  $   (.00)   $   (.02)
                                    __________ __________ _____________
  
  Net  Assets  of  the Company from discontinued operations consisted  of  the
  following   and  have  been  reclassified  in  the  accompanying   financial
  statements:
  
                                      March 31,     December 31,
                                        1999           1998
                                     ___________   ______________
         Property and equipment       $       -     $     566
                                     ___________   ______________
         Net assets of discontinued
          operations                  $       -     $     566
                                     ___________   ______________
  
  
  
                                     -11-