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, 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 March
31, 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
                              
                              
                                     March 31,    December 31,
                                        1997          1996
                                    ___________  ___________
CURRENT ASSETS:
  Cash in bank                          $   491     $  2,603
                                    ___________  ___________


OTHER ASSETS:
  Organizational costs, net                 867          917
  Deferred Stock offering costs           7,349        6,370
                                    ___________  ___________

   Total Other Assets                     8,216        7,287
                                    ___________  ___________

                                      $   8,707     $  9,890
                                    ___________  ___________

            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                        1,804           69
                                    ___________  ___________

        Total Current Liabilities         1,804           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                   (3,097)        (179)
                                    ___________  ___________
        Total Stockholders' Equity        6,903        9,821
                                    ___________  ___________
                                      $   8,707     $  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
                              
                              
                              
                                              From Inception
                             For the Three     on July 3,
                              Months Ended     1996 Through
                             March 31, 1997   March 31, 1996
                          _________________  _______________

REVENUE                       $         -        $      -
                          _________________  _______________

EXPENSES:
  General and administrative        2,918           3,097
                          _________________  _______________

LOSS BEFORE INCOME TAXES           (2,918)         (3,097)

CURRENT TAX EXPENSE                     -               -

DEFERRED TAX EXPENSE                    -               -
                          _________________  _______________

NET LOSS                      $    (2,918)       $ (3,097)
                          _________________  _______________

LOSS PER COMMON SHARE         $       (.00)     $    (.00)
                          _________________  _______________
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
The accompanying notes are an integral part of this financial
                         statement.

<PAGE>

             HEALTH BUILDERS INTERNATIONAL, INC.
                [A Development Stage Company]
                              
        UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                               
                                                      From Inception
                                    For the Three       on July 3,
                                     Months Ended      1996 Through
                                    March 31, 1997    March 31, 1997
                                   ________________  _________________
Cash Flows from Operating 
 Activities:
  Net loss                         $    (2,918)       $      (3,097)
  Adjustments to reconcile net
    loss  to net cash used by
    operating activities:
     Amortization expense                   50                  133
     Increase in accounts payable        1,735                1,804
                                  ________________  __________________
        Net Cash Flows to Operating
          Activities                    (1,133)              (1,160)
                                  ________________  __________________
Cash Flows from Investing Activities                     
  Payments for organization costs            -               (1,000)
                                  ________________  __________________
        Net Cash to Investing 
          Activities                         -               (1,000)
                                  ________________  __________________
Cash Flows from Financing 
 Activities:
  Proceeds from common stock 
   issuance                                  -               10,000
  Payment of stock offering 
   costs                                  (979)              (7,349)
                                  ________________  __________________
        Net Cash from Financing
          Activities                      (979)               2,651
                                  ________________  __________________
Net Increase in Cash                    (2,112)                 491

Cash at Beginning of Period              2,603                    -
                                  ________________  __________________
Cash at End of Period              $       491        $         491
                                  ________________  __________________

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
                              
                              
                              
                              
                              
                              
The accompanying notes are an integral part of this financial
                         statement.

<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  March  31, 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 period ended March 31, 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  b7 the Board of Directors.   No  shares  are
  issued and outstanding at March 31, 1996.

<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 March 31, 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 - 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.
  
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 March 31, 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 May 25, 1997.  If at least the minimum offering amount
is not received by May 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 May 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:  May 20, 1997           by:  /S/ L. Dee Hall
                                   L. Dee Hall, President


<PAGE>