UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           FORM 10-QSB
(Mark One)

[X]       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES         
          EXCHANGE ACT OF 1934

               For the quarterly period ended     May 31, 1997
                                                --------------------

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

               For the transition period from              to __________

               Commission File Number             033-05844-NY
                                            ------------------------

                    WEALTH INTERNATIONAL, INC.
                ----------------------------------
          (Name of small business issuer in its charter)

                  Nevada                             87-443026
      ----------------------------     ------------------------------------
      (State of incorporation)          (I.R.S. Employer Identification No.)

       5152 North Edgewood Drive, Suite 250, Provo, Utah       84604
      ----------------------------------------------------   --------------
          (Address of principal executive offices)            (Zip Code)

             Issuer's telephone number (801) 426-1500
                                             -----------------

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [ ]  No [X]

The number of shares outstanding of the issuer's common stock as of August 26,
1997 was 13,417,776 shares.

Transitional Small Business Disclosure Format (Check One):  Yes [  ] No [X ]















                    WEALTH INTERNATIONAL, INC.
                   ----------------------------

FORM 10-QSB   FIRST QUARTER OF FISCAL YEAR ENDING FEBRUARY 28, 1998

                        TABLE OF CONTENTS

                                                             Page
                                                             ----
PART I.      FINANCIAL INFORMATION                            1
     ITEM 1.     FINANCIAL STATEMENTS:                        1
           CONSOLIDATED BALANCE SHEETS                        2
           CONSOLIDATED STATEMENTS OF OPERATIONS              3
           CONSOLIDATED STATEMENTS OF CASH FLOWS              4
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS         5
     ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS      8
PART II.     OTHER INFORMATION                               10
     ITEM 1.     LEGAL PROCEEDINGS                           10
     ITEM 2.     CHANGES IN SECURITIES                       10
     ITEM 3.     DEFAULTS UPON SENIOR SECURITIES             10
     ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF 
                        SECURITIES HOLDERS                   10
     ITEM 5.     OTHER INFORMATION                           10
     ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K            10

SIGNATURES                                                   11

































                  PART I.  FINANCIAL INFORMATION

Item 1.      Financial Statements.

     The interim financial statements presented in this Form 10-QSB are
unaudited and have been prepared in accordance with generally accepted
accounting principles for interim financial statements and with the
instructions to Form 10-QSB.  Therefore, such financial statements do not
include all of the information and footnotes required for complete audited
financial statements.  The unaudited financial statements presented herein
should be read in conjunction with the audited financial statements and
related notes contained in the Company's annual report on Form 10-KSB for the
year ended February 28, 1997.

     In the opinion of management, the unaudited consolidated financial
statements presented herein contain all adjustments, consisting only of normal
recurring adjustments, necessary to fairly present the Company's financial
condition as of May 31, 1997 and February 28, 1997, and the results of
operations for the three month periods ended May 31, 1997 and 1996.  Such
unaudited interim financial statements should be read in conjunction with the
accompanying explanatory notes.  The results of operations for the three
months period ended May 31, 1997 may not be indicative of the results that may
be expected for the fiscal year ending February 28, 1998.






































                    WEALTH INTERNATIONAL, INC.
             Consolidated Balance Sheets (Unaudited)
                May 31, 1997 and February 28,1997

                              ASSETS

                                            May 31, 1997     February 28, 1997
                                           ---------------   -----------------

CURRENT ASSETS: 
     Cash and cash equivalents             $       15,836    $      78,959    
     Inventories                                    7,860           11,988
     Prepaid expenses                                                    
                                           ---------------   -----------------
               Total current assets                23,696           90,947

PROPERTY AND EQUIPMENT, AT COST, NET              259,648          112,145

OTHER ASSETS                                       95,296           61,275
                                           ---------------   ----------------
     
                                           $      378,640    $     264,367
                                           ===============   ================

              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                      $      106,112    $      61,614
     Related party notes payable                   41,617           61,617
     Accrued liabilities                          195,627          155,576
     Deferred revenue                             223,849          353,307
                                           ----------------  ----------------
               Total current liabilities          567,205          632,114

COMMITMENT AND CONTINGENCIES                                              

STOCKHOLDERS' DEFICIT
     Common stock; $0.001 par value
          Authorized 500,000,000 shares
          Issued and outstanding 13,397,178 on
          May 31, 1997; 11,934,956 on February
          28, 1997                                 13,397           11,935
     Capital in excess of par value             1,006,093          468,954
     Accumulated deficit                       (1,208,055)        (848,636)
                                          -----------------   ----------------
               Total stockholders' deficit       (188,565)        (367,747)
                                          -----------------   ----------------
                                          $       378,640     $    264,367
                                          =================   ===============






The accompanying notes form an integral part of these consolidated 
                      financial statements.



                    WEALTH INTERNATIONAL, INC.
        Consolidated Statements of Operations (Unaudited)
     For the three months ended May 31, 1997 and May 31, 1996


                                             May 31, 1997      May 31, 1996
                                          ----------------  ----------------

Net sales                                 $       978,762   $       486,736

Cost of products sold                             302,108           214,238
                                          ----------------  ----------------
          Gross profit                            676,654           272,498

Operating expenses
     Commissions                                  406,225           199,191
     Selling, general and administrative          629,849           196,358
                                         ----------------  ----------------
          Total operating expenses              1,036,074           395,549
                                          ----------------  ----------------
          Loss before income tax benefit         (359,419)         (123,052)

Income tax benefit                                                         
                                         -----------------  ----------------
Net loss                                 $       (359,419)  $      (123,052)
                                         =================  ================

Weighted average common shares outstanding      12,666,164       11,510,956

Net loss per common share                $          (0.03)  $         (0.01)

     










The accompanying notes are an integral part of these consolidated
                       financial statements.
















                    WEALTH INTERNATIONAL, INC.
        Consolidated Statements of Cash Flows (Unaudited)
     For the three months ended May 31, 1997 and May 31, 1996

                                                May 31, 1997     May 31, 1996
                                             ----------------  ---------------
Increase(decrease)in cash and cash equivalents
  Cash flows from operating activities       
     Net loss                                $      (359,419)  $    (123,052)
     Adjustments to reconcile net loss to net
       cash provided by (used in) operating
        activities
             Depreciation and amortization            21,092           6,602
             Changes in assets and liabilities
                         Inventories                   4,128          (2,997)
                         Prepaid expenses                              1,706
                         Other assets                (31,568)        (17,111)
                         Accounts payable             44,498           9,953
                         Accrued liabilities          40,051          33,589
                         Deferred revenue           (129,458)         60,575
                                            -----------------  --------------
                         Total adjustments           (51,257)        (92,317)
                                             -----------------  --------------
                         Net cash used in
                          operating activities      (410,676)        (30,735)

Cash flows from investing activities -
     Purchase of property and equipment             (190,033)       (27,409)

Cash flows from financing activities -                
     Proceeds from issuance of common stock          537,586          60,186
                                             -----------------  --------------

Net increase (decrease) in cash and cash 
  equivalents                                        (63,123)          2,042

Cash and cash equivalents at beginning of 
  quarter                                             78,959          59,170
                                             -----------------  --------------
Cash and cash equivalents at end of quarter  $        15,836    $     61,212
                                             =================  ==============






The accompanying notes form an integral part of these consolidated
                      financial statements.











                    WEALTH INTERNATIONAL, INC.

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

         May 31, 1997, February 28, 1997 and May 31, 1996


          A summary of the significant accounting policies applied in the
preparation of the accompanying unaudited consolidated financial statements
follows.

1.     Nature of Operations.

      Wealth International, Inc., a Nevada corporation, through its wholly-
owned subsidiary, World Internet Marketplace, Inc., a Utah corporation
(collectively, the "Company"), is engaged in marketing and distributing
products and services relating to Internet commerce.  The Company sells its
products and services to a network of independent distributors, who use the
products and services themselves, or sell the products and services to other
customers.

     The Company's revenues are substantially derived from two categories of
products and services: (i) personal and commercial web site development and
maintenance, and related Internet training; and (ii) merchandise sales from
the Company's Internet-based virtual "mall" or "department store" (orders for
merchandise on the Company's virtual "mall" are generally fulfilled by
shipment direct from the manufacturer or wholesaler to the customer).

2.      Organization.

     On August 27, 1996, the stockholders of Impressive Ventures, Inc. (the
former name of the Company), a non-operating, developmental stage company,
approved an agreement whereby the stockholders of Wealth International, Inc.,
a Utah corporation ("Wealth Utah"), obtained a controlling interest in the
Company.  This transaction was treated as an acquisition of the Company by
Wealth Utah, and as a recapitalization of Wealth Utah.  Under the agreement,
the stockholders of Wealth Utah exchanged all of their shares in Wealth Utah
for 11,008,980 common shares of the Company, after the effects of a 250 for 1
reverse stock split and a 4 for 1 forward stock split.

      The Company had essentially no assets or operations prior to the above-
referenced acquisition.  Wealth Utah was established in November 1995 as a
partnership.  It was incorporated in July 1996.

     After the transaction was completed, the Company changed its name to
Wealth International, Inc., a Nevada corporation, and the operating subsidiary
(Wealth Utah) subsequently changed its name to World Internet Marketplace,
Inc.  The unaudited consolidated financial statements include the accounts of
Wealth International, Inc. and its wholly-owned subsidiary.  All material
inter-company accounts and transactions have been eliminated.


3.      Pro Forma Financial Information.

     The Company's subsidiary, World Internet Marketplace, Inc., operated for
federal and state income tax purposes as a partnership from inception in
November 1995 to its incorporation in July 10, 1996.  During such time, the
subsidiary's operating results were or will be taxed, with certain exceptions,
for federal and certain state income tax purposes directly to the partners of
such partnership, rather than to the Company.  The pro forma financial
information contained in the unaudited financial statements herein is
presented to show the effects on the historical financial information had the
Company's subsidiary had not been treated as a partnership for income tax
purposes for the periods mentioned above.  Because the Company has elected not
to record a deferred tax benefit during the quarter ended May 31, 1997, the
pro forma financial information is the same as the historical loss before
income tax benefit.

4.      Income Taxes.

     The Company utilizes the liability method of accounting for income taxes. 
Under the liability method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.  An allowance against
deferred tax assets is recorded when it is more likely than not that such tax
benefits will not be realized.

5.      Use of Estimates.

     In preparing the Company's financial statements, management is required
to make estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure 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
estimates.

6.      New Accounting Standards.

     The Company is required to adopt Statement of Financial Accounting
Standards No. 128 ("SFAS 128"), Earnings Per Share, during the fourth quarter
of its fiscal year ending February 28, 1998.  SFAS 128 specifies the
computation, presentation and disclosure requirements for earnings per share. 
The Company does not believe that the adoption of SFAS 128 will have a
material effect on the Company's method of calculation or display of earnings
per share amounts.

7.     Related Party Transactions.

     During the quarterly period ending May 31, 1996, the Company received
loans from Richard Smith and Ron Nilsson, both directors of the Company, and
from their relatives.  Amounts received by the Company from such persons bear
interest at standard rates. 


8.          Subsequent Events.

     In August 1997, the Company acquired, pursuant to a license agreement and
purchase agreement, certain software assets.  Such software assets involve
Internet commerce solution applications, including foundational software for
the Company's Internet mall, and a web page design system.  The total price
paid by the Company, including license fees, was $85,000.









Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations.

            Results of Operations for First Quarter of Fiscal Year Ending
            --------------------------------------------------------------
            February 28, 1998 (FY1998) Compared to First Quarter of Fiscal
            -------------------------------------------------------------- 
            Year Ended February 28, 1997 (FY1997)
            ------------------------------------ 

     Net sales increased 101% to $ 978,762 from $ 486,736 for the three months
ended May 31, 1997 compared with the same period in FY1997.  This increase in
net sales is primarily attributable to the growth in the Company's independent
distributor base.

     The Company's cost of sales as a percentage of net sales has decreased
for the three month period ended May 31, 1997 to 31% of net sales as compared
to 44% net sales for the three months ended May 31, 1996.  The improvement was
due primarily to increased efficiency of operations resulting mainly from
economies of scale in production of the Company's products and services
arising from increased sales volume.

     Distributor commissions of $ 406,225 (42% of net sales) paid during the
three months ended May 31, 1997 represented an increase of $ 207,034 from
$199,191 (41% of net sales) paid in the same period of FY1997.  The increase
in distributor incentives was primarily due to an increased number of
distributors and a corresponding increase in the total volume of products and
services sold by the Company.  The Company's distributors are paid commissions
based on the volume of sales generated by their independent distribution
network and through their Internet web sites.  Commissions are paid on weekly
basis.

     Selling, general and administrative expenses (excluding distributor
commissions) during the three months ended May 31, 1997 totaled $ 629,849 or
64% of net sales, compared to $ 196,358 or 40% of net sales for the same
period of FY1997.  The increase of 221% in selling, general and administrative
expenses primarily resulted from an increased need for customer support
services and office facilities to meet the demands of increased sales volume
and the increase in the number of the Company's distributors.  The Company
expects that selling, general and administrative expenses will continue to
grow in keeping with an increase in sales of the Company's products and
services.

          Net loss for the three month period ended May 31, 1997 was $359,419,
compared with a net loss of $ 123,052 for the three month period ended May 31,
1996, or a 192% higher net loss.  The increase in net loss is primarily
attributable to costs incurred by the Company in continuing to develop and
build the Company's computer network and Internet infrastructure, and
development costs related to maintenance of and improvements to the Company's
Internet site on the World Wide Web.  In addition, during the first quarter of
FY1998, the Company relocated its headquarters to larger space to accommodate
the growth in the Company's necessary personnel.  Net loss per share during
the first quarter of the Company's FY1998 was $(0.03).
          
          Liquidity and Capital Resources
          --------------------------------

     At May 31, 1997, current assets of the Company totaled approximately
$23,696 and current liabilities were approximately $ 567,205. The Company's
current ratio at May 31, 1997 was .04 to 1, compared to .14 to 1 at the end of
FY1997.  The decrease in current ratio was primarily a result of capital
expenditures for additional computer equipment and related technology.

     As of May 31, 1997, the Company's primary source of liquidity was
revenues generated by operations.  The Company believes that such revenues
will be sufficient to satisfy the Company's cash needs for working capital and
capital expenditures until May 31, 1998. However, any projections of future
cash needs and cash flows are subject to substantial uncertainty. If cash
generated from continuing operations is insufficient to satisfy the Company's
liquidity requirements, the Company may be required to sell additional equity
securities.  Such a sale of additional equity securities would result in
additional dilution to the Company's existing shareholders. There can be no
assurance that additional financing, if required, will be available to the
Company on favorable terms.

          Forward Looking Statements
          -------------------------- 

     From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, new products and various other matters.  Such forward-looking
statements reflect the current views of management with respect to future
events and financial performance.  The Private Securities Litigation Reform
Act of 1995 provides a "safe harbor" for such forward-looking statements.  In
order that any of the Company's forward-looking statements fall within such
safe harbor, the Company notes that certain risks and uncertainties could
cause actual results to differ substantially from anticipated results.  Such
risks and uncertainties include, without limitation, the performance of the
Company's independent distributors, the uncertain future of the Internet and
online commerce, capacity constraints on the Company's computer network and
related risks of system failure, and existing and potential governmental
regulation affecting the Internet and the network marketing industry.

                   PART II.  OTHER INFORMATION

Item 1.     Legal Proceedings.

     In August 1997, the Knight Adjustment Bureau ("Knight") filed a lawsuit
against Richard Smith, dba Wealth International, in the Fourth District Court
for Utah County, alleging that Knight was assigned a claim by Touchfon
International, and further alleging that Richard Smith, dba Wealth
International, owes over $5,000 for certain telephone services under a
contract with Touchfon International.  The Company's subsidiary, WI
Marketplace, Inc., successor to Wealth International, Inc., a Utah
corporation, filed an answer and counterclaim on September 4, 1997.  At
present, Knight has not replied to the Company's answer and counterclaim. 
However, if Knight pursues the matter, the Company intends to vigorously
defend the lawsuit.  There can be no assurance that the Company will succeed
in its defense of this matter.

     Other than as described in this Part II, Item 1, the Company is not a
party to any material litigation or proceedings.

Item 2.     Changes in Securities.

     There were no changes in the instruments defining the rights of holders
of any class of the Company's securities during the fiscal quarter ended May
31, 1997.


Item 3.     Defaults Upon Senior Securities.

     There were no defaults in payments of this type during the reporting
period.

Item 4.     Submission of Matters to a Vote of Security Holders.

     No matters were submitted to a vote of the Company's security holders
during the three month period ended May 31, 1997.

Item 5.     Other Information.

     None.

Item 6.     Exhibits and Other Reports on Form 8-K.

(a)     Exhibit
        No.               Description
        --------          ------------
         27               Financial Data Schedule

(b)     During the quarter ended May 31, 1997, the Company filed no reports on
        Form 8-K.


                            SIGNATURES


     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   WEALTH INTERNATIONAL, INC.


       September 30, 1997           /s/ Daniel G. Lloyd
Date: ___________________           ______________________________________
                                        Daniel G. Lloyd, Chief Financial
                                                          Officer<PAGE>