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:  September 30, 1998

                               OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

               COMMISSION FILE NUMBER:  333-9809


               HEALTH BUILDERS INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)


      Delaware                                     87-0561634
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)            Identification No.)



             2077 Elderberry Way, Sandy, Utah 84092
            (Address of principal executive offices)

                         (801) 553-8972
        (Issuer's telephone number, including area code)


Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period
that the issuer was required to file such report(s), and (2) has
been subject to such filing requirements for the past 90 days.

YES [X]   NO [ ]

The number of $.001 par value common shares outstanding at
September 30, 1998:  2,305,500



<PAGE>

                 PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
               UNAUDITED CONDENSED BALANCE SHEETS
                                
                                
                             ASSETS
                                
                                
                                   September 30, December 31,
                                        1998        1997
                                    ___________  ___________
CURRENT ASSETS:
  Cash in bank                          $21,112     $ 17,076
  Certificate of deposit - held
    to maturity                               -       20,096
                                    ___________  ___________
   Total Current Assets                  21,112       37,172
                                    ___________  ___________

PROPERTY AND EQUIPMENT, net                 596          368
                                    ___________  ___________
OTHER ASSETS:
  Organizational costs, net                 567          717
                                    ___________  ___________

   Total Other Assets                       567          717
                                    ___________  ___________
                                      $  22,275     $ 38,257
                                    ___________  ___________

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                        1,906        1,298
                                    ___________  ___________
        Total Current Liabilities         1,906        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                  (32,643)     (16,053)
                                    ___________  ___________
        Total Stockholders' Equity       20,369       39,959
                                    ___________  ___________
                                      $  22,275     $ 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 unaudited
                 condensed financial statements.

<PAGE>

               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
          UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                                
                                
                        For the Three        For the Nine    From Inception
                         Months Ended        Months Ended      on July 3,
                        September 30,        September 30,    1996 Through
                       ________________    _________________  September 30,
                        1998      1997      1998      1997        1998
                       _______   _______   _______   _______    _______
REVENUE:
  Commissions earned  $     65  $      -  $    541  $      -   $    541
                       _______   _______   _______   _______    _______
EXPENSES:
  General and
    administrative       2,483     1,096    17,984     4,577     34,191
                       _______   _______   _______   _______    _______

INCOME (LOSS) FROM
  OPERATIONS            (2,418)   (1,096)  (17,443)   (4,577)   (33,650)

OTHER INCOME:
  Interest                 215         -       854         -      1,007
                       _______   _______   _______   _______    _______
LOSS BEFORE INCOME
  TAXES                 (2,203)   (1,096)  (16,589)   (4,577)   (32,643)

CURRENT TAX EXPENSE          -         -         -         -          -

DEFERRED TAX EXPENSE         -         -         -         -          -
                       _______   _______   _______   _______   ________

NET LOSS              $ (2,203) $ (1,096) $(16,589) $ (4,577) $ (32,643)
                       _______   _______   _______   _______   ________

LOSS PER COMMON
  SHARE               $ (.00)   $ (.00)   $ (.01)   $ (.00)   $ (.02)
                       _______   _______   _______   _______   ________
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
 The accompanying notes are an integral part of these unaudited
                 condensed financial statements.

<PAGE>

               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
          UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                                
                                          For the Nine     From Inception
                                          Months Ended      on July 3,
                                         September 30,      1996 Through
                                    ______________________ September 30,
                                        1998        1997        1998
                                     __________ __________   __________
Cash Flows to Operating Activities:
  Net loss                            $(16,590)   $(3,481)    $(32,643)
  Adjustments to reconcile net
    loss  to net cash used by
    operating activities:
     Depreciation expense                   67          -           70
     Amortization expense                  150        100          433
     Changes in assets and liabilities:
       Increase in accounts payable        608      1,791        1,906
                                     __________ __________   __________
        Net Cash Provided (Used)
          by Operating Activities      (15,765)    (1,590)     (30,234)
                                     __________ __________   __________
Cash Flows to Investing Activities:
  Payment of organization costs              -          -       (1,000)
  Certificate of deposit                20,096          -            -
  Property, plant and equipment           (295)         -         (666)
                                     __________ __________   __________
        Net Cash Provided (Used)
          by Investing Activities       19,801          -       (1,666)
                                     __________ __________   __________
Cash Flows from Financing Activities:
  Proceeds from common stock issuance        -          -       71,100
  Payments for stock offering costs          -       (979)     (18,088)
                                     __________ __________   __________
        Net Cash Provided by Financing
          Activities                         -       (979)      53,012
                                     __________ __________   __________
Net Increase (Decrease) in Cash          4,036     (2,569)      21,112

Cash at Beginning of Period             17,076      2,603            -
                                     __________ __________   __________
Cash at End of Period                $  21,112    $    34    $  21,112
                                     __________ __________   __________
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 September 30, 1998:
     None
     
  For the period ended September 30, 1997:
     Stock  offering  costs  of $1,295  have  been  accrued  into
     accounts payable at September 30, 1997.
     
     
     
 The accompanying notes are an integral part of these unaudited
                 condensed financial statements.

<PAGE>

               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
  
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  Organization - The Company was organized under the laws of  the
  State  of  Delaware on July 3, 1996.  The Company has  not  yet
  generated  significant  revenues  from  its  planned  principal
  operations  and  is considered a development stage  company  as
  defined  in SFAS No. 7.  The Company is planning to  engage  in
  the  business  of establishing a multi-level marketing  network
  to  provide  customized mailing and fax  services  for  various
  network  marketing companies.  The Company is  also  attempting
  to  form  its  own  network marketing organization  within  the
  communications  industry.   The Company  has,  at  the  present
  time,  not  paid any dividends and any dividends  that  may  be
  paid  in the future will depend upon the financial requirements
  of the Company and other relevant factors.
  
  Condensed  Financial  Statements - The  accompanying  financial
  statements  have  been prepared by the Company  without  audit.
  In  the  opinion of management, all adjustments (which  include
  only  normal recurring adjustments) necessary to present fairly
  the  financial position, results of operations and  cash  flows
  at  September  30, 1998 and for all the periods presented  have
  been made.
  
  Certain  information and footnote disclosures normally included
  in  financial statements prepared in accordance with  generally
  accepted  accounting principles have been condensed or omitted.
  It  is  suggested that these condensed financial statements  be
  read  in  conjunction with the financial statements  and  notes
  thereto  included  in the Company's December 31,  1997  audited
  financial  statements.   The  results  of  operations  for  the
  periods  ended September 30, 1998 and 1997 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.
  
NOTE 2 - PROPERTY AND EQUIPMENT

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

                                  September 30,  December 31,
                                       1998          1997
                                    _________     _________
    Equipment                       $     666     $    371
    Less Accumulated depreciation         (70)          (3)
                                    _________     _________
                                    $     596     $    368
                                    _________     _________
  
  Depreciation  expense for the nine months ended  September  30,
  1998 and 1997 was $67 and $0, respectively.

<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
  September  30, 1998, the Company has available unused operating
  loss  carryforwards  of  approximately $32,600,  which  may  be
  applied against future taxable income and which expire in  2011
  through 2013.
  
  The  amount  of  and ultimate realization of the benefits  from
  the  operating  loss carryforwards for income tax  purposes  is
  dependent,  in  part, upon the tax laws in effect,  the  future
  earnings  of the Company, and other future events, the  effects
  of  which  cannot  be determined.  Because of  the  uncertainty
  surrounding  the  realization of  the  loss  carryforwards  the
  Company has established a valuation allowance equal to the  tax
  effect  of  the loss carryforwards and, therefore, no  deferred
  tax  asset has been recognized for the loss carryforwards.  The
  net  deferred tax assets are approximately $11,000  and  $5,400
  as  of  September 30, 1998 and December 31, 1997, respectively,
  with  an offsetting valuation allowance at each period  end  of
  the  same  amount  resulting  in  a  change  in  the  valuation
  allowance  of  approximately $5,600 for the nine  months  ended
  September 30, 1998.
  
NOTE 4 - RELATED PARTY TRANSACTIONS
  
  Management  Compensation  -  The  Company  has  not  paid   any
  compensation to its officers and directors.
  
  Related Party Compensation - Certain relatives of officers  and
  directors  of  the  Company were paid a  total  of  $1,244  and
  $3,923  in  consulting  fees  during  the  nine  months   ended
  September 30, 1998 and the year ended December 31, 1997.
  
  Office  Space - The Company has not had a need to  rent  office
  space.   An officer/shareholder of the Company is allowing  the
  Company to use his home as a mailing address, as needed, at  no
  expense to the Company.
  
NOTE 5 - DEVELOPMENT STAGE COMPANY
  
  The  Company  was  formed with a very specific  business  plan.
  However,  the possibility exists that the Company could  expend
  virtually  all  of  its working capital in a  relatively  short
  time  period and may not be successful in establishing on-going
  profitable operations.

<PAGE>

               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
  
NOTE 6 - EARNINGS (LOSS) PER SHARE
  
  The  following  data show the amounts used in computing  income
  (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 September 30, 1998, for  the  nine
  months  ended September 30, 1998 and from inception on July  3,
  1996 through September 30, 1998:
  
                          For the Three      For the Nine    From Inception
                           Months Ended       Months Ended     on July 3,
                          September 30,      September 30,    1996 Through
                       __________________   __________________September 30,
                         1998       1997      1998       1997       1998
                      _________  _________  _________  _________  _________
  Income (loss)
    from continuing
    operations applicable
    to common stock   $ (2,203)  $ (1,096)  $(16,589)  $ (4,577)  $(32,643)
                      _________  _________  _________  _________  _________
  Income (loss)
    available to
    common stockholders
    used in income
   (loss) per share   $ (2,203)  $ (1,096)  $(16,589)  $ (4,577)  $(32,643)
                      _________  _________  _________  _________  _________
  Weighted average
    number of common
    shares outstanding
    used in earnings
    per share during
    the period        2,305,500  2,049,810  2,305,500  2,016,786  2,134,420
                      _________  _________  _________  _________  _________
  
  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.

<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.  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.

<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

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

                              Health Builders International, Inc.



Date:  November 13, 1998       by:   /s/ L. Dee Hall
                                   L. Dee Hall, Secretary