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, 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 June 30,
1997:  2,000,000

<PAGE>

                 PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
               UNAUDITED CONDENSED BALANCE SHEETS
                                
                                
                                
                             ASSETS
                                
                                
                                      June 30,    December 31,
                                        1997          1996
                                    ___________  ___________
CURRENT ASSETS:
  Cash in bank                          $    34     $  2,603
                                    ___________  ___________


OTHER ASSETS:
  Organizational costs, net                 817          917
  Deferred Stock offering costs           7,349        6,370
                                    ___________  ___________

   Total Other Assets                     8,166        7,287
                                    ___________  ___________

                                      $   8,200     $  9,890
                                    ___________  ___________

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                        1,860           69
                                    ___________  ___________

        Total Current Liabilities         1,860           69
                                    ___________  ___________
STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value,
   500,000 shares authorized,
   no shares issued and outstanding           -            -
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   2,000,000 shares issued and
   outstanding                            2,000        2,000
  Capital in excess of par value          8,000        8,000
  Deficit accumulated during the
    development stage                    (3,660)        (179)
                                    ___________  ___________
        Total Stockholders' 
          Equity (Deficit)                6,340        9,821
                                    ___________  ___________
                                      $   8,200     $  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 Six From  Inception
                           Months Ended    Months Ended on    July 3,
                             June 30,        June 30,      1996 Through
                       __________________________________    June 30,
                           1997    1996     1997     1996      1997
                       ________________________________________________
REVENUE:
  Sales                  $    -  $    -   $    -  $    -    $     -
                       ________________________________________________
EXPENSES:
  General and 
   administrative           563       -    3,481       -      3,660
                       ________________________________________________

LOSS BEFORE INCOME TAXES   (563)      -   (3,481)      -     (3,660)

CURRENT TAX EXPENSE           -       -        -       -          -

DEFERRED TAX EXPENSE          -       -        -       -          -
                       ________________________________________________

NET LOSS                 $ (563)  $   -  $(3,481) $    -    $(3,660)
                       ________________________________________________

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 Six      From Inception
                                    Months Ended      on July 3,
                                      June 30,        1996 Through
                            ________________________    June 30,
                                1997        1996        1997
                            _______________________________________
Cash Flows to Operating 
  Activities:
  Net loss                  $  (3,481)    $      -     $ (3,660)
  Adjustments to reconcile 
   net loss to net cash 
   used by operating 
   activities:
     Depreciation and 
       amortization               100            -          183
     Changes in assets and 
      liabilities:
        Accounts payable        1,791            -       1,,860
                            _______________________________________
        Net Cash Flows to 
         Operating
         Activities            (1,590)           -       (1,617)
                            _______________________________________
Cash Flows to Investing 
  Activities:
  Payment of organization 
   costs                            -            -       (1,000)
                            _______________________________________
        Net Cash to 
         Investing Activities       -            -       (1,000)
                            _______________________________________
Cash Flows from Financing 
 Activities:
  Proceeds from common 
   stock issuance                   -            -       10,000
  Payments for stock 
   offering costs                (979)           -       (7,349)
                            _______________________________________
        Net Cash from 
         Financing
         Activities              (979)           -        2,651
                            _______________________________________
Net Increase (Decrease) in 
 Cash                          (2,569)           -           34

Cash at Beginning of Period     2,603            -            -
                            _______________________________________
Cash at End of Period         $    34      $     -     $     34
                            _______________________________________

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, 1997 and 1996:
     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 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  June
  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 June
  30,  1997 are not necessarily indicative of the operation 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
  
  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
  June 30, 1997.

<PAGE>
               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
        NOTES TO UNAUDITED CONDENSED 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,  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.
  
NOTE 6 - STOCK OFFERING
  
  Proposed  Public  Offering  of Common  Stock  -  The  Company  is
  proposing  to  make a public offering of 500,000  shares  of  its
  previously authorized but unissued common stock.  The Company has
  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  has  arbitrarily  been determined  by  the  Company.   The
  offering  will be managed by the Company without any underwriter.
  The shares will be offered and sold by an officer of the Company,
  who  will  receive 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 has incurred stock offering costs
  of  $7,349  as  of  June 30, 1997, but any  such  costs  will  be
  deferred  and netted against the proceeds of the proposed  public
  stock offering.
  
  
<PAGE>
              

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.  As of the date hereof, the Company has not sold any
securities pursuant to the prospectus included in such
registration statement.  The current offering period is scheduled
to expire August 25, 1997.  If at least the minimum offering amount
is not received by August 25, 1997, any funds received from
subscribers will be promptly refunded without interest or
deduction.  In such event, the Company may, in the discretion of
management, file an amendment to such registration statement to
update the prospectus and extend the offering for an additional
period beyond August 25, 1997.  However, there is no assurance of
this.

     Management's plan of operation for the next twelve months is
first to raise funds from the offering.  If the offering is
successful, the Company intends to use the proceeds 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 successful completion
of this offering and receipt of at least the minimum amount of
proceeds therefrom, of which there is no assurance, for the
ability to commence its intended business operations.

     Inasmuch as there is no assurance that the offering will be
successful and that the Company will receive any net proceeds
therefrom, the Company has not entered into any contractual
commitments and will not do so unless and until the offering is
completed.  Therefore 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 timing of
commencement of operations or the length of time after
commencement that it will be necessary to fund operations from
proceeds of the offering.

<PAGE>
     Depending on the total amount raised in 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.  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

<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:  August 14, 1997           By:  /S/ L. Dee Hall
                                      L. Dee Hall, President


<PAGE>