SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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  March  31,  1999

[   ]   Transition  report  under  Section  13  or  15(d)  of the Exchange Act

     For  the  transition  period  from  __________  to  __________

Commission  file  number  O-25483

                          WELLSPRING INVESTMENTS, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)


               DELAWARE                             33-0835337

    (State or Other Jurisdiction of                (IRS Employer
     Incorporation or Organization)              identification No.)

     ------------------------------              -------------------

                       610 Newport Center Drive, Suite 800
                             Newport Beach, CA 92660
                    (Address of Principal Executive Offices)

                                 (949) 719-1977
                (Issuer's Telephone Number, Including Area Code)


              (Former Name, Former Address and Former Fiscal Y ear,
                          if Changed Since Last Report)


     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  issuer  was  not  required  to file
                                     reports during  the  preceding  90  days.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of the latest practicable date: As of March 31, 1999, there
were  outstanding  1,000,000 shares of common stock, par value $0.001, and 5,000
shares  of  Series  A  Convertible  Preferred  Stock,  par  value  $0.001.


                                        1
<PAGE>

                          WELLSPRING INVESTMENTS, INC.

                                      INDEX

                                                                            Page
                                                                            ----

Part  I          Financial  Information

Item  1.         Financial  Statements

                 Balance  sheet  as  of  March  31,  1999
                 and  December  31,  1998  (unaudited)                        3

                 Statements  of  loss  for  the  three  months  ended
                 March  31,  1999  and  1998  (unaudited)                     4

                 Statements  of  cash  flows  for  the  three  months  ended
                 March  31,  1999  and  1998  (unaudited)                     7

                 Notes  to  financial  statements                             8

Item  2.         Managements  Discussion  and  Analysis  or  Plan of Operation9

Part  II         Other  Information

Item  1.         Legal  Proceedings                                          11

Item  2.         Changes  in  Securities                                     11

Item  3.         Defaults  Upon  Senior  Securities                          11

Item  4.         Submission  of  Matters  to  a  Vote  of  Security  Holders 11

Item  5.         Other  Information                                          11

Item  6.         Exhibits  and  Reports  on  Form  8-K                       11


                                        2
<PAGE>
                          PART I - FINANCIAL STATEMENTS

Item  1.     Financial  Statements

<TABLE>
<CAPTION>

                           WELLSPRING INVESTMENTS, INC.
                           (A Development Stage Company)
                                   BALANCE SHEET



<S>                                      <C>               <C>
                                         March 31, 1999    December 31, 1998
                                         ----------------  -------------------

ASSETS

Cash                                     $         2,936   $               --
                                         ----------------  -------------------
Deferred costs of stock issuance         $            --   $           10,000
                                         ----------------  -------------------
Total assets                             $         2,936   $           10,000
                                         ================  ===================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Due to related party                     $           240   $              672
Accrued liabilities                      $           800   $           10,800
                                         ----------------  -------------------

Total current liabilities                $         1,040   $           11,472
                                         ----------------  -------------------

Stockholders' deficit:
Preferred stock:
Series A Convertible Preferred Stock,
0.0001 par value, 5,000,000 shares
authorized; no shares issued and
outstanding (December 31, 1998) and
5,000 shares issued and outstanding
(March 31, 1999)                         $             1   $               --
Common stock, $0.0001 par value,
authorized: 25,000,000 shares;
1,000,000 shares issued and
outstanding on December 31, 1998
and March 31, 1999                       $           100   $              100
Additional Paid-In Capital               $        29,999   $               --
Deficit accumulated during the
development stage                        $       (28,204)  $           (1,572)
                                         ----------------  -------------------

Total stockholders' deficit              $         1,896   $           (1,472)
                                         ----------------  -------------------

                                         $         2,936   $           10,000
                                         ================  ===================

</TABLE>


                                        3
<PAGE>

<TABLE>
<CAPTION>

                          WELLSPRING INVESTMENTS, INC.
                          (A Development Stage Company)
                               STATEMENTS OF LOSS



<S>                           <C>                   <C>
                              Three months ended    Three months ended
                              March 31, 1999        March 31, 1998
                              --------------------  --------------------

Operating expenses:
Taxes and licenses            $               232   $                25
Legal fees                    $            20,000   $                --
Accounting fees               $             4,000   $                --
Administrative Expenses       $             2,400   $                --
                              --------------------  -------------------

Total operating expenses      $            26,632   $                25
                              --------------------  --------------------

Net loss before income taxes  $           (26,632)  $               (25)

Provision for income taxes    $                --   $              (800)
                              --------------------  --------------------

Net loss                      $           (26,632)  $              (825)
                              ====================  ====================

Net loss per share            $            (0.027)  $            (0.001)
                              ====================  ====================

Weighted average common
shares outstanding            $         1,000,000   $         1,000,000
                              ====================  ====================

</TABLE>


                                        4
<PAGE>

<TABLE>
<CAPTION>

                                            WELLSPRING INVESTMENTS, INC.
                                           (A Development Stage Company)

                                                                 Series A Convertible          Deficit
                                        Common Stock             Preferred Stock               Accumulated
                                                                                    Additional During the
                                                                                     Paid-In   Development
                                       Shares      Amount        Shares     Amount   Capital   Stage      Total
<S>                                    <C>         <C>           <C>        <C>      <C>       <C>        <C>

                                       ----------  ------------  ---------  -------  --------  ---------  ---------

Issuance of common stock as
compensation for services to
stockholder/director ($0.0001 per
share) (Note 3)                         1,000,000  $        100          -  $     -  $      -  $      -   $    100
-------------------------------------  ----------  ------------  ---------  -------  --------  ---------  ---------

Net loss for the period from date of
inception (October 24, 1994) to
December 31, 1994                               -             -          -        -         -      (216)      (216)
-------------------------------------  ----------  ------------  ---------  -------  --------  ---------  ---------

Balance at December 31, 1994            1,000,000           100          -        -         -      (216)      (116)
-------------------------------------  ----------  ------------  ---------  -------  --------  ---------  ---------

     Net loss for the year                      -             -          -        -         -      (111)      (111)
-------------------------------------  ----------  ------------  ---------  -------  --------  ---------  ---------

Balance at December 31, 1995            1,000,000           100          -        -         -      (327)      (227)
-------------------------------------  ----------  ------------  ---------  -------  --------  ---------  ---------

     Net loss for the year                      -             -          -        -         -      (105)      (105)
-------------------------------------  ----------  ------------  ---------  -------  --------  ---------  ---------

Balance at December 31, 1996            1,000,000           100          -        -         -      (432)      (332)
-------------------------------------  ----------  ------------  ---------  -------  --------  ---------  ---------

     Net loss for the year                      -             -          -        -         -       (75)       (75)
-------------------------------------  ----------  ------------  ---------  -------  --------  ---------  ---------

Balance at December 31, 1997            1,000,000           100          -        -         -      (507)      (407)
                                       ----------  ------------  ---------  -------  --------  ---------  ---------

     Net loss for the year                      -             -          -        -         -    (1,065)    (1,065)
-------------------------------------  ----------  ------------  ---------  -------  --------  ---------  ---------

Balance at December 31, 1998            1,000,000           100          -        -         -    (1,572)    (1,472)
                                       ----------  ------------  ---------  -------  --------  ---------  ---------

     Issuance of Series A Preferred
     Stock ($0.0001 per share)                  -             -      5,000        1    29,999         -     30,000
-------------------------------------  ----------  ------------  ---------  -------  --------  ---------  ---------

     Net loss for the three months
     ended March 31, 1999                       -             -          -        -         -   (26,632)   (26,632)
-------------------------------------  ----------  ------------  ---------  -------  --------  ---------  ---------

Balance at March 31, 1999               1,000,000           100      5,000        1    29,999   (28,204)     1,896
-------------------------------------  ----------  ------------  ---------  -------  --------  ---------  ---------

</TABLE>


                                        5
<PAGE>

<TABLE>
<CAPTION>


                                 WELLSPRING INVESTMENTS, INC.
                                (A Development Stage Company)
                                   STATEMENTS OF CASH FLOWS



<S>                                           <C>                   <C>
                                              Three months ended    Three Months ended
                                              March 31, 1999        March 31, 1998
                                              --------------------  --------------------

Cash flows from operating activities:

Net loss                                      $           (26,632)  $              (825)

Adjustments to reconcile net loss
to net cash used in operating activities:

Decrease in deferred costs of stock issuance  $            10,000   $                --
Advances from related party                   $                --   $                25
Increase (Decrease) in accrued liabilities    $           (10,432)  $               800
                                              --------------------  --------------------

Net cash used in operating activities         $           (27.064)  $                --
                                              --------------------  --------------------

Cash flows from financing activities:

Issuance of 5000 shares Series A
Preferred Stock                               $            30,000   $                --
                                              --------------------  --------------------

Net cash provided by financing activities     $            30,000   $                --
                                              --------------------  --------------------

Net increase (decrease) in cash               $             2,936   $                --
                                              --------------------  --------------------
Cash, beginning of period                     $                --   $                --
                                              --------------------  --------------------

Cash, end of period                           $             2,936   $                --
                                              ====================  ====================

</TABLE>


                                        6
<PAGE>
                          WELLSPRING INVESTMENTS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

Note  1          Summary  of  Significant  Accounting  Policies.

          Wellspring  Investments,  Inc.  (the Company) is a developmental stage
enterprise  incorporated  on  October  24,  1994  under the laws of the State of
Delaware.  The Company intends to seek acquisitions or other business endeavors.
The  Company  has had no operations to date and its activities have been limited
to  organization  efforts  related  to obtaining initial financing.  The Company
intends  to  purchase, merge with or acquire securities or assets held by target
entities  via an exchange of the targeted company's securities or assets for the
Company's  cash,  securities and/or assets.  The Company has not negotiated with
or  identified  a  prospective  acquisition  candidate  and has not targeted any
particular  business  or  industry  within which it will seek acquisitions.  The
Company's  fiscal  year  end  is  December  31.

          The  unaudited  financial  statements  and  notes  are  presented  as
permitted  by  Form  10-QSB.  Accordingly,  certain  information  and  footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  generally  accepted  accounting  principles  may  have  been  omitted.

Note  2          Related  Parties.

          The  Company  has  retained the law firm of its President and majority
shareholder,  The  Law  Offices  of M. Richard Cutler, to serve as the Company's
corporate  and securities counsel.  Mr. Cutler will charge the Company his usual
and  customary  rates for legal services rendered to the Company.  During fiscal
1998,  Mr. Cutler prepared the Company's private placement offering and was paid
an  attorney's  fee  of  $10,000  in  January  1999  from  the Company's private
placement  proceeds.  This amount was accrued, outstanding and deferred as costs
related  to  the  stock  issuance  as  of  December  31,  1998.

          Mr. Lebrecht, the Company's vice president, owns 190,150 shares of the
Company's  common  stock  and  is also employed by The Law Offices of M. Richard
Cutler.


                                        7
<PAGE>

Item  2.          Managements  Discussion  and  Analysis  or  Plan  of Operation

     The  Company's  activities  since  inception  have  been  limited  to
organizational  matters,  and  the  Company  has  not  engaged  in any operating
activity  since  its  inception.

     The  Company  has  registered its common stock on a Form 10-SB registration
statement  filed  pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act")  and  Rule  12(g)  thereof.  The  Company  files  with  the Securities and
Exchange  Commission  periodic  reports  under  Rule  13(a) of the Exchange Act,
including  quarterly  reports  on Form 10-QSB and annual reports on Form 10-KSB.
As  a  reporting  company  under  the  Exchange  Act,  the  Company may register
additional  securities  on Form S-8 (provided that it is then in compliance with
the  reporting  requirements of the Exchange Act) and on Form S-3 (provided that
is  has during the prior 12 month period timely filed all reports required under
the  Exchange  Act), and its class of common stock registered under the Exchange
Act  may  be  traded  in  the United States securities markets provided that the
Company  is  then  in  compliance  with  applicable laws, rules and regulations,
including  compliance  with  its  reporting requirements under the Exchange Act.

     The  Company  was  formed  to  engage in a merger with or acquisition of an
unidentified  foreign  or  domestic  private  company  which desires to become a
reporting  ("public")  company whose securities are qualified for trading in the
United  States  secondary  market.  The Company meets the definition of a "blank
check"  company  contained  in Section 7(b)(3) of the Securities Act of 1933, as
amended.

     Management  believes that there are perceived benefits to being a reporting
company  with  a  class of publicly-traded securities which may be attractive to
foreign  and  domestic  private  companies.

     These  benefits  are  commonly  thought  to  include (1) the ability to use
registered securities to make acquisition of assets or businesses; (2) increased
visibility  in  the  financial community; (3) the facilitation of borrowing from
financial  institutions;  (4)  improved  trading  efficiency;  (5)  shareholder
liquidity; (6) greater ease in subsequently raising capital; (7) compensation of
key  employees through options for stock for which there is a public market; (8)
enhanced  corporate  image;  and,  (9)  a  presence in the United States capital
market.

     A  private  company  which may be interested in a business combination with
the  Company  may  include (1) a Company for which a primary purpose of becoming
public is the use of its securities for the acquisition of assets or businesses;
(2)  a  company  which  is unable to find an underwriter of its securities or is
unable  to  find  an  underwrite  of securities on terms acceptable to it; (3) a
company  which  wishes  to  become public with less dilution of its common stock
than  would  occur  normally  upon an underwriting; (4) a company which believes
that  is will be able to obtain investment capital on more favorable terms after
it has become public; (5) a foreign company which may wish an initial entry into
the  United States securities market; (6) a special situation company, such as a
company  seeking  a  public  market  to  satisfy redemption requirements under a
qualified  Employee Stock Option Plan; and, (7) a company seeking one or more of
the  other  benefits  believed  to  attach  to  a  public  company.

                                        8
<PAGE>

     The  Company is authorized to enter into a definitive agreement with a wide
variety  of  private  businesses  without  limitation  as  to  their industry or
revenues.  It  is  not  possible  at  this  time  to  predict with which private
company, if any, the Company will enter into a definitive agreement or what will
be  the  industry,  operating  history,  revenues,  future  prospects  or  other
characteristics  of  that  company.

     As  of  the  date  hereof,  management  has  not  made  any  final decision
concerning  or entered into any agreements for a business combination.  When any
such  agreement  is reached or other material fact occurs, the Company will file
notice  of such agreement or fact with the Securities and Exchange Commission on
Form  8-K.  Persons  reading  this Form 10-QSB are advised to see if the Company
has  subsequently  filed  a  Form  8-K.

     Each  of the current shareholders of the Company have agreed not to sell or
otherwise  transfer  any  of  their common stock of the Company until after such
time  as  the  Company  has  completed  a  business  combination  transaction.

     As  soon as the Company is eligible, it intends to apply to have its common
stock  listed  or admitted to quotation on the NASD OTC Bulletin Board or, if it
meets  the  financial  and  other  requirements thereof, on the Nasdaq Small Cap
Market,  National  Market  System,  or  other  regional  or  national  exchange.

Liquidity

     In  January 1999, the Company completed a private placement of 5,000 Units,
each  Unit  consisting  of  one share of Series A Preferred Stock and one common
stock  purchase  warrant.  The net proceeds to the Company was $30,000, of which
$20,000  went  to  the  Company's  President  and  securities  counsel for legal
services  related  to  the  offering and the drafting and filing of a Form 10-SB
Registration  Statement.

     Other than the balance of the funds from the private placement, the Company
has  no other funds available and does not anticipate having any funds available
until  a merger transaction is consummated.  In the event that no transaction is
consummated,  the Company will have a very limited amount of funds with which to
operate  and  may  not  be  able  to  operate  in  the  future.


                                        9
<PAGE>
                           PART II - OTHER INFORMATION

Item  1.          Legal  Proceedings

     There  are  no  legal  proceedings  against  the Company and the Company is
unaware  of  such  proceedings  contemplated  against  it.

Item  2.          Changes  in  Securities

     None.

Item  3.          Defaults  Upon  Senior  Securities

     None.

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

     No  matters  were  submitted  to  the  security  holders  for  a  vote.

Item  5.          Other  Information

     There  is no other information deemed material by management for disclosure
herein.

Item  6.          Exhibits  and  Reports  on  Form  8-K

     (a)     Exhibits

     None.

     (b)     Reports  on  Form  8-K

     None.


                                       10
<PAGE>
                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                              WELLSPRING  INVESTMENTS,  INC.


Dated:  November  19,  1999                       /s/  M.  Richard  Cutler
                                               --------------------------
                                               By:     M.  Richard  Cutler
                                               Its:    President