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 
                                March 31, 1998       

   OR

[  ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR
               15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                      For the transition period from 
                                      to          


                      Commission file number 0-23101

                  DIVERSIFIED HOLDINGS INTERNATIONAL, INC. 
          (Exact name of registrant as specified in its charter)



     Delaware                                           52-2051281
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)


          1201 4th Avenue South, Suite 312, Seattle, Washington 98134
           (Address of principal executive offices  (zip code))

                          206/224-4433
           (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the last 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  X        No  

Indicate the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.


             Class                        Outstanding at March 31, 1998

Common Stock, par value $0.0001           5,000,000


<PAGE>
                      PART I -- FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                    DIVERSIFED HOLDINGS INTERNATIONAL, INC.                   
                               Balance Sheet
                              March 31, 1998
                                (Unaudited)

          ASSETS
               Cash                        $1,000
          Total assets                                $1,000
          
          LIABILITIES
               Current                        -0-
               Long-term                      -0-
          Total Liabilities                   -0-
     
          Shareholder Equity
               Common Stock (5,000,000 shares                              
               $.0001 par value)             $500
          Additional paid in capital         $500

          Total Equity                               $1,000
     



Note 1 - The Company

The Company is in its developmental stage, and has had no revenue and has
incurred no expenses to date.  The Company was formed to provide a method
for a foreign or domestic private company to become a reporting ("public")
company whose securities are qualified for trading in the United States
secondary market.

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 have been omitted.  


Note 2 - Common Stock Issued

The Company has authorized 100,000,000 shares of Common Stock having a par
value of $.0001 per share and 20,000,000 shares of preferred stock having a
par value $.0001 per share.  As of March 31, 1998, 5,000,000 shares of
Common Stock had been issued and are outstanding.


Note 3 - No Costs Incurred

As of March 31, 1998, no shareholders, officers, directors or other related
parties had incurred costs on behalf of the Company.  Past and current
expenses of the Company have been and will be paid by existing shareholders
of the Company, and will be treated as additional paid-in capital from such
shareholders. 


<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     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 and episodic reports under
Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-QSB
and annual reports 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 is actively engaged in seeking a qualified private company
as a candidate for a business combination.  Management is in discussion
with a number of both foreign and domestic companies, and has received
information and proposals from several of those companies. 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.

     The current shareholders of the Company have agreed not to sell or
otherwise transfer any of their common stock of the Company except in
connection with a business combination or acquisition.



                       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

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)     Exhibits

      Exhibit 4

     --  Certificate of Incorporation filed as an exhibit to the Company's
      registration statement on Form 10-SB (File No. 0-23101) filed on
      September 18, 1997 and is incorporated herein by reference.

     --  By-Laws filed as an exhibit to the Company's registration
      statement on Form 10-SB (File No. 0-23101) filed on September 18,
      1997 which is incorporated herein by reference.

     (b)     Reports on Form 8-K

     There were no reports on Form 8-K filed by the Company during the
quarter ended March 31, 1998.


<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.

                              DIVERSIFIED HOLDINGS INTERNATIONAL, INC.


                              By:      /s/ Alan Kwong
                                      Alan Kwong, President

Dated: May 20, 1998