U. S. Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-QSB

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

        For  the  quarterly  period  ended  September  30,  1998

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

        For the transition  period  from  _______________  to  _______________

                           Commission File No. 0-12240

                          NOTE BANKERS OF AMERICA, INC.

                 (Name of Small Business Issuer in its Charter)


                      TEXAS                        84-0882076
         -------------------------------   --------------------------
         (State or Other Jurisdiction of   (I.R.S. Employer I.D. No.)
          incorporation or organization)

                            One Riverway, Suite 1700
                              Houston, Texas 77056

                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (713) 961-2696

Indicate by check mark whether the Registrant (1) has filed all reports required
to  be  filed  by  Sections  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  reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.

(1)     Yes     /X/     No  / /          (2)     Yes  /X/     No     / /

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  court.

Yes  /  /     No  /  /

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant's classes of
common  stock,  as  of  the  latest  practicable  date:

                               September 30, 1998

                        Common Voting Stock - 23,555,000

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1.     Financial  Statements.

     Prior  to  November  1997,  the  Company was a specialty financial services
holding  company  that  primarily  conducted business in two distinct areas: (1)
providing viatical settlements for terminally ill individuals by purchasing life
insurance  policies  ("Viatical  Receivables")  from terminally ill individuals,
both acting as a broker and acting for its own principal investment account; and
(2)  purchasing,  brokering,  acquiring, repackaging, holding for investment and
acting  as  a  dealer  in  portfolios of "owner financed"residential and "light"
commercial  real  property  first  mortgage loans, primarily originated as owner
financed  ("Mortgage  Receivables").  The  Company's  financial  statements
consolidated the assets, liabilities and operations of Private Mortgage Bankers,
Inc.  ("PMB"),  the  Company's  wholly-owned  special purpose subsidiary through
which  the  Company  conducted its mortgage purchase operations, and Life Today,
Inc.  ("Life  today"),  the  Company's  wholly-owned  special purpose subsidiary
through which the Company conducted its viatical settlement business operations.

     In  November  1997  the  Company,  essentially  dormant,  engaged  in  a
reorganization  consisting  of  the disposition of its wholly owned subsidiaries
Private Mortgage Bankers, Inc.  ("PMB") and Life Today, Inc. ("Life Today").  As
a  result  of  this  reorganization,  the Company became a "blank check" company
without  significant  assets  and  whose  sole  business  activity is to seek an
adequate  acquisition  candidate.

     The  accompanying  unaudited  financial  statements  have  been prepared in
accordance  with  generally accepted accounting principles for interim financial
information  and  the  instructions  to  Form  10-QSB.  Accordingly, they do not
include  all  the  information  and  footnotes  required  by  generally accepted
accounting  principals  for  complete  financial  statements.  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 for all periods presented have been made.  The results of operations
for  the  three  month  period  ended  September  30,  1998  are not necessarily
indicative  of  the  operating  results that may be expected for the entire year
ended  June  30, 1999.  These financial statements should be read in conjunction
with  the  Company's  June  30, 1998 financial statements and accompanying notes
thereto.

     The  disposition  of  PMB  and Life Today, representing the totality of the
Company's  business  operations, make period to period and trend analysis of the
Company's  statements  meaningless.  Therefore  the  financial  statements  omit
comparisons  to  prior  financial  periods.

<PAGE>
<TABLE>
<CAPTION>
                          NOTE BANKERS OF AMERICA, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 1998


                           ASSETS
<S>                                                       <C>
Total Assets . . . . . . . . . . . . . . . . . . . . . .  $            0
                                                          ===============

        LIABILITIES AND STOCKHOLDERS' DEFICIT

ACCOUNTS PAYABLE AND ACCRUED EXPENSES. . . . . . . . . .          28,089

STOCKHOLDERS' DEFICIT
  Preferred Stock, No Par Value; 150,000,000
    shares authorized; none issued
  Common Stock, $.001 par value; 500,000,000
    shares authorized, 23,550,000 shares
    issued and outstanding . . . . . . . . . . . . . . .          23,555
    Additional Paid-in Capital . . . . . . . . . . . . .         148,073
    Accumulated Deficit. . . . . . . . . . . . . . . . .        (199,717)
                                                          ---------------
  Total Stockholders' Deficit. . . . . . . . . . . . . .  $      (28,089)
                                                          ---------------
                                                          $            0
                                                          ===============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                          NOTE BANKERS OF AMERICA, INC.
                           STATEMENT  OF  OPERATIONS
                               SEPTEMBER 30, 1998



<S>                   <C>
REVENUE:              $   0

OPERATING EXPENSES:     934
                      ------

LOSS FROM OPERATIONS    934
                      ------

NET LOSS               (934)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                 NOTE BANKERS OF AMERICA, INC.
                          STATEMENT OF CHANGE IN STOCKHOLDERS' EQUITY
                         FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998



                             Common Stock  Common Stock  Paid In Capital  Retained     Stock
                                Shares        Amount                      Earnings   holder's
                                                                                      Equity
                             ------------  ------------  ---------------  ---------  ---------
<S>                          <C>           <C>           <C>              <C>        <C>


Balances                       23,555,000        23,555          148,073  (198,783)   (27,155)
June 30, 1998

Net Loss                                                                      (934)      (934)

Balances September 30, 1998

                               23,555,000        23,555          148,073  (199,717)   (28,089)
                             ============  ============  ===============  =========  =========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                        NOTE  BANKERS  OF  AMERICA,  INC.
                             STATEMENT OF CASH FLOW
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998



<S>                                                                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                                                       (934)
 (Decrease) increase in accounts payable and accrued expenses              934
                                                                         ------
 Net cash used in operating
  activities                                                             $   0
                                                                         ------

CASH - beginning of quarter                                                  0
                                                                         ------
CASH - end of quarter                                                    $   0
                                                                         ======
</TABLE>

<PAGE>
                      NOTE  BANKERS  OF  AMERICA,  INC.

                      Notes  to  Financial  Statements

     (1)     BASIS  OF  PRESENTATION

The  accompanying  unaudited  financial  statements  have  been  prepared by the
Company  in  accordance  with  the  rules  and regulations of the Securities and
Exchange  Commission  and  do  not  include  all  the  information and footnotes
required  by  generally  accepted  accounting  principles for complete financial
statements.  In  the  opinion of management, all adjustments (which include only
normal  recurring  adjustments)  necessary  to  fairly  present  the  financial
position,  results of operations and cash flows as of September 30, 1998 and for
all  periods  presented  have  been  made.  These financial statements should be
read  in  conjunction  with  the  financial  statements  and  notes  thereto
included  in  the Company's Annual Report on Form 10-KSB for the year ended June
30,  1998.  No  significant  changes  in  accounting  principles  have  occurred
subsequent  to  June  30,  1998.

The  results  of  operation  for  the  period  ended  September 30, 1998 are not
necessarily  indicative  of  the  results  to  be  expected  for  the full year.

     (2)     Business  Activities:
             --------------------

The  Company  has  not conducted business  operations  of  any  kind  since  the
disposition  of its operating subsidiaries on November 6, 1997.  Since that time
the  Company  has  been  a  "blank check" company without significant assets and
whose  sole  business  activity  is  to  seek an adequate acquisition candidate.

     (3)     Income  Taxes:

The  Company  recognizes  income taxes in accordance with Statement of Financial
Accounting  Standards No.109, "Accounting for Income Taxes" (SFAS No.109). Under
this  method,  deferred  income  taxes  are  recognized  for  the  future  tax
consequences  attributable  to  differences  between  the  financial  statement
carrying  amounts  of  existing  assets and liabilities and their respective tax
basis  (temporary  differences.)

Under  SFAS  No.109, deferred tax assets are recognized for deductible temporary
differences  and  operating  loss  and  tax credit     carryforwards, and then a
valuation  allowance  is  established to reduce that deferred tax asset if it is
"more  likely  than  not"  that  the  related tax benefits will not be realized.

     (4)     Estimates:
             ---------
The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amount  of  assets  and  liabilities  and  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.

     (5)     Fair  Value  of  Financial  Instruments
             ---------------------------------------
The  Company's  only  financial  instruments  are  accounts  payable and accrued
expenses.     Management  believes  the  carrying  amount  of  these  financial
instruments  approximate  their  fair  values.

<PAGE>
     (6)     Loss  Per  Common  Share:
             ------------------------
The  loss  per  share  data was computed based on the weighted average number of
common  shares  outstanding.


ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

     This  report  on Form 10-QSB contains forward-looking statements within the
meaning  of  Section  27A  of  the Securities Act of 1933 and Section 21E of the
Securities  Exchange  Act of 1934. The Company intends that such forward-looking
statements  be  subject  to  its  safe  harbors  created  thereby.

     The  following  is  a discussion and analysis of the financial condition of
the  Company  as  of September 30, 1998 and of the results of operations for the
Company  for  the  three months ended September 30, 1998, and of certain factors
that  may  affect  the  Company's prospective financial condition and results of
operations.  The  following  should  be  read  in conjunction with the unaudited
financial  statements  and  related  notes  appearing  elsewhere  herein.

OVERVIEW

     Since  August  1996  Registrant  has  been  a  holding  company and has not
conducted  any  operations  directly.   From  August  1996 to November 1997, the
Company  was  a  specialty  financial  services  holding  company that primarily
conducted business in two distinct areas: (1) providing viatical settlements for
terminally  ill  individuals  by  purchasing  life insurance policies ("Viatical
Receivables")  from  terminally  ill  individuals,  both  acting as a broker and
acting  for its own principal investment account; and (2) purchasing, brokering,
acquiring,  repackaging,  holding  for  investment  and  acting  as  a dealer in
portfolios  of  "owner financed"residential and "light" commercial real property
first  mortgage  loans,  primarily  originated  as  owner  financed  ("Mortgage
Receivables").  The  Company's  financial  statements  consolidated  the assets,
liabilities  and  operations  of  Private  Mortgage  Bankers,  Inc. ("PMB"), the
Company's  wholly-owned  special  purpose  subsidiary  through which the Company
conducted its mortgage purchase operations, and Life Today, Inc. ("Life today"),
the  Company's wholly-owned special purpose subsidiary through which the Company
conducted  its  viatical  settlement  business  operations.

     The Company, essentially dormant at the end of the quarter ending September
30,  1997  because  of a lack of revenues, engaged in a reorganization effective
November  6, 1997 consisting of the disposition of its wholly owned subsidiaries
Private Mortgage Bankers, Inc.  ("PMB") and Life Today, Inc. ("Life Today").  As
a  result  of  this  reorganization,  the Company became a "blank check" company
without  significant  assets  and  whose  sole  business  activity is to seek an
adequate  acquisition  candidate.

     The Company's financial statements prior to the reorganization consolidated
the  assets,  liabilities  and  operations  of  Private  Mortgage  Bankers, Inc.
("PMB"), the Company's wholly-owned special purpose subsidiary through which the
Company  conducted its mortgage purchase operations, and Life Today, Inc. ("Life
today"), the Company's wholly-owned special purpose subsidiary through which the
Company  conducted its viatical settlement business operations.  The disposition
of  PMB  and  Life  Today,  representing  the totality of the Company's business
operations,  make  certain  period to period and trend analysis of the Company's
statements  meaningless.  Therefore  this  discussion  will  omit comparisons to
prior  financial  periods.

Results of Operations:  Quarter Ended September 30, 1998 Compared to the Quarter
--------------------------------------------------------------------------------
Ended  September  30,  1997
---------------------------


<PAGE>
     The  following  discussion should be read in conjunction with the Financial
Statements  and related notes thereto included elsewhere in this Form 10-QSB and
in  the  Company's  1998  annual  report  on  Form  10-KSB.  The  business
operations  of  the  Company  were  discontinued  in  November  1997,  and  the
subsidiaries  conducting  those  operations  were disposed of at that time.  The
Company  has  not  conducted  business  operations  of  any  kind  since  the
disposition  of  these  operating  subsidiaries.  Since  November  6,  1997  the
Company  has  been  inactive  with  no  operations.

Sales:     The  Company  is  currently  inactive  with  no  sales  or  revenues.

     General  and  administrative  expenses:  General  and  administrative
expenses  for  the quarter ended September 30, 1998, consisted primarily of $934
in  transfer  agent  fees.

     Net  Income/Loss:   Net  loss  for the quarter ended September 30, 1998 was
$934.

Liquidity  and  Capital  Resources

     Since  the disposition of its operating subsidiaries in November 1997,  the
Company  has  had no working  capital.  At the present time the Company does not
have  access  to  any  external  sources  of  working  capital  except as may be
provided  by  working  capital  loans or advances from management.  All  working
capital  requirements  have  been  met  by  the  Registrant's  sole director and
officer.

     Registrant  has  no  employees and pays no salaries, wages, fees or similar
compensation.  From  November 1997 through the end of its fiscal year ended June
30,  1998  and  through  September  30,  1998,  Registrant's  administrative
requirements,  such  as  they  are,  were  handled  without charge by M. Stephen
Roberts,  Esq.  and Registrant made it headquarters at the offices of M. Stephen
Roberts,  Esq.  at  One Riverway, Suite 1700, Houston, Texas 77056, for which it
paid  no  rent  or  other  office  charges  or  overhead.

Plan  of  Operation

     The  Company has limited overhead expense and no employees and intends that
its  cash  payments  for  general,  administrative  and overhead expenditures be
minimized.

     Mr.  Roberts,  the  company's  majority  shareholder and sole director, may
advance funds to the Company to cover general and administrative costs which may
be expected to be reimbursed from future available funds. Mr. Roberts intends to
continue  to  provide  to  the Company such general and administrative services,
which  will  include  the cost of the use of office space, personnel, facilities
and  equipment,  as  may  be  required  for the Company's business.  The Company
believes  that  such  space  and  services  will be adequate for the business of
Registrant  into  the  foreseeable future.  Mr. Roberts has agreed that any fees
for providing such general and administrative services shall be paid only out of
additional  capital raised through a sale of equity and, in the absence thereof,
shall be paid solely out of such additional capital or earnings generated by the
Company's  business.

     While  the  Company  has  not  engaged  in  any  business  activities since
November  1997,  Management  believes  that  it  may be possible to recover some
value  for  the  stockholders  by  restructuring  the  Company  to  effect  a
business  combination  transaction  with  a  suitable  privately-held  company
that  has  both  business  history  and  operating  assets.


<PAGE>
     Management  believes  the  Company  will  offer  owners  of  a  suitable
privately-held  company  the  opportunity to acquire a controlling interest in a
public  company at substantially  less  cost than would otherwise be required to
conduct  an initial public  offering.  Nevertheless,  Management  is  not  aware
of  any  empirical  statistical  data  that  would  independently  confirm  or
quantify  Management's  beliefs  concerning  the  perceived value of a merger or
acquisition  transaction  for  the  owners of a suitable privately-held company.
The  owners  of  any  existing business  selected  for  a  business  combination
with  the  Company  will  incur significant  costs  and  expenses, including the
costs  of  preparing  the  required business  combination agreements and related
documents,  the costs of preparing a Current  Report  on Form 8-K describing the
business combination transaction and the  costs  of  preparing the documentation
associated  with  any  future  reporting  under  the  Securities  Act.

     The  Company  expects  to  initiate  a search for a suitable privately-held
company  in  1999.   If  successful,  this type of business combination is often
referred  to  as a "blind pool" because stockholders will not ordinarily have an
opportunity  to  analyze  the  various  business  opportunities presented to the
Company,  or  to  approve  or  disprove  the  terms  of any business combination
transaction  that  may  be  negotiated  by  Management on behalf of the Company.
Consequently,  the  Company's potential success will be heavily dependent on the
efforts  and  abilities  of  its officers and directors, who will have virtually
unlimited  discretion in searching for, negotiating and entering into a business
combination  transaction.  Management  has  had  limited experience in effecting
these  type  of business combinations.  Although Management believes the Company
will be able to enter into a business combination within 12 months, there can be
no  assurance  as  to how much time will elapse before a business combination is
effected,  if  ever.   The  Company will not restrict its search to any specific
business,  industry or geographical location, and the Company may participate in
a  business  venture  of  virtually  any  kind  or  nature.

     Management  anticipates  that  the  selection  of  a  business  opportunity
for  the Company  will  be  complex  and  extremely  risky,  because  of general
economic  conditions,  rapid  technological  advances  being  made  in  some
industries,  and shortages  of  available  capital.  Management  believes  there
are  numerous  privately-held  companies  seeking  the  perceived  benefits of a
publicly  traded  corporation.  Such perceived benefits may include facilitating
debt  financing or improving  the  terms  on  which  additional  equity  may  be
sought,  providing  liquidity  for  the  principals  of the business, creating a
means  for  providing  incentive  stock  options  or  similar  benefits  to  key
employees,  providing  liquidity  for  all  stockholders  and  other  factors.

     Potential  opportunities  may  occur  in  many  different industries and at
various  stages  of  development,  all  of  which  will  make  the  task  of
comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult  and  complex.  Management  anticipates  that  the  Company
will  be  able  to  participate  in  only  one  business  venture.  This lack of
diversification should be considered a substantial inherent risk because it will
not  permit  the  Company  to  offset  potential  losses  from  one  venture
against  gains  from  another.  Moreover,  due  to  the  Company's  lack  of any
meaningful financial, managerial or other  resources,  Management  believes  the
Company  will  not  be viewed as a suitable  business  combination  partner  for
either  developing  companies  or  established  businesses  that  are  in  need
of  substantial  additional  capital.

Acquisition  Opportunities

     In  implementing  a  particular  business  combination  transaction,  the
Company  may  become  a  party  to  a  merger,  consolidation,  reorganization,
joint  venture, franchise  or  licensing  agreement  with another corporation or
entity.  It  may also  purchase  stock or assets of an existing business.  After
the  consummation  of  a  business  combination  transaction,  it  is  likely
that  the  present  stockholders  of  the  Company  will  only  own  a  small
minority  interest in the combined  companies.  In  addition,  as  part  of  the
terms  of  the  acquisition  transaction,  all  of  the  Company's  officers and
directors  will ordinarily resign and  be replaced by new officers and directors
without  vote  of  the  stockholders. Management  does  not intend to obtain the
approval  of  the  stockholders  prior  to consummating  any  acquisition  other
than  a  statutory  merger  that  requires  a  stockholder  vote.

<PAGE>
     It  is  anticipated  that  any  securities  issued  in  a  business
combination  transaction  will  be  issued  in  reliance  on  exemptions  from
registration  under  applicable  Federal  and  state  securities  laws.  In some
circumstances,  however, as  a  negotiated  element  of  a business combination,
the  Company  may  agree  to  register  such  securities  either at the time the
transaction  is  consummated  or  at  some  specified  time  thereafter.  The
issuance  of  substantial  additional  securities  and their potential sale into
any  trading  market  that may develop may have  a  depressive  effect  on  such
market.  While  the  actual  terms  of  a transaction  to  which the Company may
be  a  party  cannot  be  predicted, it may be expected  that the parties to the
business  transaction  will find it desirable to avoid the creation of a taxable
event  and  thereby  structure  the  acquisition  in  a  so  called  "tax  free"
reorganization  under  Sections  368  or  351  of the Internal Revenue  Code  of
1986,  as  amended  (the  "Code").  In order to obtain tax free treatment  under
the  Code,  it may be necessary for the owners of the acquired business  to  own
80%  or  more  of the voting stock of the surviving entity.  In such  event  the
stockholders  of  the  Company  would  retain  less  than  20%  of  the combined
companies,  which  could  result  in  significant dilution in the equity of such
stockholders.  The  Company  intends  to  structure  any  business  combination
transaction  in such manner as to minimize federal and state tax consequences to
the  Company  and  any  target  company.

     As  part  of  the  Company's  investigation  of  potential  business
opportunities,  Management  may  visit  and  inspect  material  facilities,
obtain  independent analysis  or  verification  of certain information provided,
check  references  of  management  and  key personnel, and take other reasonable
investigative  measures, to  the  extent  of  the  Company's  limited  resources
and  Management's  limited  expertise.  The  manner  in  which  the  Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company  and other parties, and the relative
negotiating  strength  of  the  Company  and  such  other  management.

     With  respect  to  any  business  combination  negotiations,  Management
will  ordinarily  focus  on  the  percentage  of  the  Company  which  target
company  stockholders  would  acquire  in  exchange  for  their  ownership
interest  in the target company.  Depending upon, among other things, the target
company's  assets  and  liabilities,  the Company's current stockholders will in
all  likelihood  only  own  a  small minority interest in the combined companies
upon  completion  of  the  business  combination  transaction.  Any  business
combination  effected  by  the  Company  can  be  expected to have a significant
dilutive  effect on the percentage of  shares  held  by  the  Company's  current
stockholders.


<PAGE>
     Upon  completion  of  a  business  combination transaction, there can be no
assurance  that  the  combined  companies  will  have  sufficient  funds  to
undertake any significant  development,  marketing and manufacturing activities.
Accordingly,  the  combined  companies may be required to either seek additional
debt  or  equity  financing  or  obtain  funding  from  third  parties,  in
exchange  for  which  the  combined  companies  might  be  required  to  issue a
substantial  equity  position.  There  is  no  assurance  that  the  combined
companies  will  be  able to obtain additional  financing  on  terms  acceptable
to  the  combined  companies.

     It is anticipated that the investigation of specific business opportunities
and  the  negotiation,  drafting  and  execution  of  relevant  agreements,
disclosure  documents  and  other  instruments  will  require  substantial
management  time  and  attention  and  substantial  costs  for  accountants,
attorneys  and  others.  If  a decision is made not to participate in a specific
business  opportunity  the  costs incurred  in  the  related investigation would
not  be  recoverable.  Furthermore,  even  if  an  agreement  is reached for the
participation  in  a  specific business opportunity,  the  failure to consummate
that  transaction  may  result  in  the  loss to  the  Company  of  the  related
costs  incurred.

     Management  is  currently  keeping operations and related expenditures at a
minimum  while  investigating  possible alternative courses of action, primarily
seeking  a  suitable  acquisition  candidate.

     As  of  September  30,  1998,  the  Company's  current liabilities exceeded
current  assets  by  $28,089.  The  Company  had  no  available  cash.

     The  Company  generated  no  revenues  during the three month period ending
September  30,  1998.  Management anticipates that the Company will not generate
any  significant  revenues until the Company accomplishes its business objective
of  acquiring  a  business through merger or acquisition of assets.  The Company
presently  has  no liquid financial resources to offer such a candidate and must
rely  upon  an  exchange  of  its  capital  stock  to completer such a merger or
acquisition.

     Because  the  Company is not required to pay rent or salaries to any of its
officers  or  directors,  management  believes  that  the Company has sufficient
resources,  including  management  cash  advances, to continue its search for an
acquisition  candidate.


<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.     Legal  Proceedings.

             None;  not  applicable.

ITEM  2.     Changes  in  Securities.

             None;  not  applicable.

ITEM  3.     Defaults  Upon  Senior  Securities.

             None;  not  applicable.

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

             None;  not  applicable.

ITEM  5.     Other  Information.

             None;  not  applicable.

ITEM  6.     Exhibits  and  Reports  on  Form  8-K.

<PAGE>
             (a)     Exhibits.

                     27     Financial  Data  Sheet

             (b)     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.

     NOTE  BANKERS  OF  AMERICA,  INC.



Date:  July  15,  1999               By  /S/  M. Stephen Roberts
                                         --------------------------------------
                                              M. Stephen Roberts, Sole Director
                                              President

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