SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 2

(Mark  One)

[X]     Quarterly  report  under  Section 13 or 15(d) of the Securities Exchange
        Act  of  1934

     For  the  quarterly  period  ended  June  30,  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     Issuer  has  not  been  subject  to  the  filing
                           requirements for  the  prior  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 June 30, 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  June  30,  1999
                  and December 31, 1998  (unaudited)                         3

                  Statements  of  loss  for  the  three  months  ended
                  June  30,  1999  and  1998  (unaudited)                    4

                  Statements  of  loss  for  the  six  months  ended
                  June  30,  1999  and  1998  (unaudited)                    5

                  Statements  of  cash  flows  for  the  six  months  ended
                  June  30,  1999  and  1998  (unaudited)                    7

                  Notes  to  financial  statements                           8

Item  2.          Managements  Discussion  and  Analysis  or
                  Plan of Operation                                          9


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>
                                         June 30, 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
(June 30, 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 June 30, 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          Three months
                              ended June 30, 1999   ended June 30, 1998
----------------------------  --------------------

Operating expenses:
Taxes and licenses            $                 --  $         240
                              --------------------  --------------

Total operating expenses      $                 --  $         240
                              --------------------  --------------

Net loss before income taxes  $                 --   $       (240)

Provision for income taxes    $                 --  $          --
                              --------------------  --------------

Net loss                      $                 --  $        (240)
                              ====================  ==============

Net loss per share            $                 --  $          --
                              ====================  ==============

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

</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>


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


<S>                           <C>                    <C>
                              Six months             Six months
ended June 30, 1999           ended June 30, 1998
----------------------------  ---------------------

Operating expenses:
Taxes and licenses            $                232   $       265
Legal fees                    $             20,000   $        --
Accounting fees               $              4,000   $        --
Administrative expenses       $              2,400   $        --
                              ---------------------  ------------

Total operating expenses      $             26,632   $       265
                              ---------------------  ------------

Net loss before income taxes  $            (26,632)  $      (265)

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

Net loss                      $            (26,632)  $    (1,065)
                              =====================  ============

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

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

</TABLE>


                                        5
<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 six months
     ended June 30, 1999                         -             -           -        -         -   (26,632)   (26,632)
-------------------------------------  -----------  ------------  ----------  -------  --------  ---------  ---------

Balance at June 30, 1999                 1,000,000           100       5,000        1    29,999   (28,204)     1,896
-------------------------------------  -----------  ------------  ----------  -------  --------  ---------  ---------

</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>

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


<S>                                           <C>                    <C>
                                              Six months             Six Months
                                              ended June 30, 1999    ended June 30, 1998
                                              ---------------------  ---------------------

Cash flows from operating activities:

Net loss                                      $            (26,632)  $             (1,065)

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                   $                 --   $                265
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>


                                        7
<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.


                                        8
<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  filed  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.


                                        9
<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.


                                       10
<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.


                                       11
<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