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, 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 March
31, 1998:  2,305,500



                    PART I - FINANCIAL INFORMATION

<PAGE>


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-

<PAGE>



                     PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

                              Health Builders International, Inc.



Date:  May 18, 1998           by:   /s/ Bob Blackley            
                                   Bob Blackley, Secretary
                                
                                
                                
                                
                                
                                
                                
<PAGE>                                
                                


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

                                                               PAGE

         _  Unaudited Condensed Balance Sheets, March 31,
              1998 and December 31, 1997                          2


         _  Unaudited Condensed Statements of Operations,
              for the three months ended March 31, 1998
              and 1997, and from inception on July 3, 1996
              through March 31, 1998                              3


         _  Unaudited Condensed Statements of Cash Flows
              for the three months ended March 31, 1998 and 
              1997,and from inception on July 3, 1996 through
              March 31,1998                                       5


         _  Notes to Financial Statements                     6 - 9







<PAGE>




                         HEALTH BUILDERS INTERNATIONAL, INC.
                            [A Development Stage Company]
                                
                          UNAUDITED CONDENSED BALANCE SHEETS
                                
                                       ASSETS
                                
                                                 March 31,   December 31,
                                                    1998         1997
                                                 ___________  ___________
CURRENT ASSETS:
  Cash in bank                                    $  10,902    $  17,076
  Certificate of deposit - held to maturity          20,330       20,096
                                                 ___________  ___________
        Total Current Assets                         31,232       37,172
                                                 ___________  ___________

PROPERTY AND EQUIPMENT, net                             350          368
                                                 ___________  ___________

OTHER ASSETS:
  Organizational costs, net                             667          717
                                                 ___________  ___________

        Total Other Assets                              667          717
                                                 ___________  ___________

                                                  $  32,249    $  38,257
                                                 ___________  ___________


                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                    2,777        1,298
                                                 ___________  ___________

        Total Current Liabilities                     2,777        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                               (23,540)     (16,053)
                                                 ___________  ___________
        Total Stockholders' Equity                   29,472       39,959
                                                 ___________  ___________
                                                  $  32,249    $  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.



                                   -2-

<PAGE>

                         HEALTH BUILDERS INTERNATIONAL, INC.
                            [A Development Stage Company]
                                
                                
                    UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                                
                                
                                    For the Three        From Inception on
                                    Months Ended           July 3, 1996
                                     March 31,                Through
                               ______________________         March 31,
                                   1998       1997              1998
                               __________  __________        ___________
REVENUE                         $      -    $      -          $       -
                               __________  __________        ___________

EXPENSES:
  General and administrative       7,847       2,918             24,053
                               __________  __________        ___________

INCOME (LOSS) FROM OPERATIONS     (7,847)     (2,918)           (24,053)

OTHER INCOME:
  Interest                           360           -                513
                               __________  __________        ___________

LOSS BEFORE INCOME TAXES          (7,487)     (2,918)           (23,540)

CURRENT TAX EXPENSE                    -           -                  -

DEFERRED TAX EXPENSE                   -           -                  -
                               __________  __________        ___________
NET LOSS                         $(7,487)    $(2,918)          $(23,540)
                               __________  __________        ___________
LOSS PER COMMON SHARE            $  (.00)    $  (.00)          $   (.01)
                               __________  __________        ___________
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
 The accompanying notes are an integral part of these financial statements.


                                  -3-

<PAGE>


                         HEALTH BUILDERS INTERNATIONAL, INC.
                            [A Development Stage Company]
                                
                    UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                                
                                
                                            For the Three    From Inception on
                                             Months Ended       July 3, 1996
                                               March 31,           Through
                                          _______________________  March 31,
                                               1998      1997        1998
                                          ____________________________________
Cash Flows from Operating Activities:
  Net loss                                $  (7,487) $ (2,918)   $  (23,540)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
    Depreciation expense                         18         -            21
    Amortization expense                         50        50           333
    Changes in assets and liabilities:
      Increase in accounts payable            1,479     1,735         2,777
                                          _____________________________________
        Net Cash (Used) by Operating
          Activities                         (5,940)   (1,133)      (20,409)
                                          _____________________________________

Cash Flows from Investing Activities:
  Payments for organization costs                 -         -        (1,000)
  Certificate of deposit                       (234)        -       (20,330)
  Property, plant and equipment                   -         -          (371)
                                          _____________________________________
        Net Cash (Used) by Investing
          Activities                           (234)        -       (21,701)
                                          _____________________________________
Cash Flows from Financing Activities:
  Proceeds from common stock issuance             -         -        71,100
  Payment of stock offering costs                 -      (979)      (18,088)
                                          _____________________________________
        Net Cash Provided by Financing
          Activities                              -      (979)       53,012
                                          _____________________________________
Net Increase (Decrease) in Cash              (6,174)   (2,112)       10,902

Cash at Beginning of Period                  17,076     2,603             -
                                          _____________________________________
Cash at End of Period                      $ 10,902  $    491     $  10,902
                                          _____________________________________

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, 1997
     None

  For the Period Ended March 31, 1998
     None
                                
                                
The accompanying notes are an integral part of these financial statements.


                                   -4-
<PAGE>



                         HEALTH BUILDERS INTERNATIONAL, INC.
                            [A Development Stage Company]
                                
                            NOTES TO 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 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 March
  31, 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
  March  31,  1998 is not necessarily indicative of the operating
  results for the full year.
  
  Certificate of Deposit - The Company accounts for investments  in
  debt  and  equity  securities  in accordance  with  Statement  of
  Financial Accounting Standard (SFAS) 115, "Accounting for certain
  Investments in Debt and Equity Securities,". Under SFAS  115  the
  Company's  certificate  of deposit (a  debt  security)  has  been
  classified as held-to-maturity and is recorded at amortized cost.
  Held-to-maturity securities represent those securities  that  the
  Company  has both the positive intent and ability to  hold  until
  maturity (See Note 2).
  
  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 - CERTIFICATE OF DEPOSIT

  Certificates  of  deposit  are  carried  at  amortized  cost  and
  consisted of the following investment at March 31, 1998:
  
                                Purchase     Amortized    Maturity
  Date Acquired  Maturity Date    Value         Cost        Value
  ______________ ______________ _________   ___________  __________
     11/24/97       5/24/98      $20,000       $20,330     $20,475
                                _________   ___________  __________
                                 $20,000       $20,330     $20,475
                                _________   ___________  __________


                                   -5-

<PAGE>
   

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

  
NOTE 3 - PROPERTY AND EQUIPMENT

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

                                       March 31,  December 31,
                                         1998        1997
                                       _________   _________
       Equipment                         $  371    $   371
       Less Accumulated depreciation        (21)        (3)
                                       _________   _________
                                         $  350    $   368
                                       _________   _________
  
  Depreciation  expense for the three months ended March  31,  1998
  and 1997 was $18 and $0, respectively.
  
NOTE 4 - CAPITAL STOCK
  
  Common  Stock  -  During August 1997 the Company  issued  305,500
  shares  of  common stock in a public offering.  The offering  was
  made pursuant to a registration statement on Form SB-2 which  was
  filed  with the Securities and Exchange Commission.  The offering
  price  of  $.20  per  share  was arbitrarily  determined  by  the
  Company.  The total proceeds of the offering amounted to $61,100.
  Offering costs of $18,088 were offset against the proceeds  as  a
  reduction to capital in excess of par value.
  
  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
  December 31, 1997 and 1996.

NOTE 5 - 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, 1998, the  Company  has
  available  unused  operating loss carryforwards of  approximately
  $24,000,  which may be applied against future taxable income  and
  which expire in 2011 through 2013.


                                -6-

<PAGE>


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

NOTE 5 - 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 $8,200 and $5,400 as of March 31,  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 $2,800 for the
  three months ended March 31, 1998.
  
NOTE 6 - 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 $ 533 and  $3,923
  in  consulting fees during the three months ended March 31,  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 7 - 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.
  


                                 -7-

<PAGE>