U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                          FORM 10-KSB

[X]  Annual  Report Pursuant to Section 13 or 15(d)  of  the
Securities Exchange Act of 1934
       For   the   fiscal  year  ended  December  31,   1996
Commission File No. 333-9809

[   ]  Transition Report Pursuant to Section 13 or 15(d)  of
the Securities Exchange Act of 1934
     For the transition period from           to           .

              Health Builders International, Inc.
         (Name of small business issuer in its charter)

        Delaware                             87-0561634
State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)             Identification No.)

             2077 Elderberry Way, Sandy, Utah 84092
      (Address of principal executive offices)  (zip code)

Issuer's telephone number, including area code: (801) 553-8972

Securities registered under Section 12(b) of  the  Exchange
Act:  None

Securities registered under Section 12(g) of the Act:  None

Check  whether the Issuer (1) has filed all reports required
to  be  filed  by  Section  13 or 15(d)  of  the  Securities
Exchange Act of 1934 during the preceding 12 months (or  for
such  shorter  period that the Issuer was required  to  file
such  reports)  and  (2)  has been subject  to  such  filing
requirements for the past 90 days.  Yes   X      No

Check  if no disclosure of delinquent filers in response  to
Item 405 of Regulation S-B is contained in this form, and no
disclosure  will be contained, to the best of  the  Issuer's
knowledge,  in  definitive proxy or  information  statements
incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB. [   ]

The Issuer's revenues for its most recent fiscal year. $ 0.00

As  of  March,  1997, the aggregate market value  of  voting
stock held by non-affiliates was not determinable because of
the  lack  of  published  market quotations.   (See  Item  5
herein).

The  number  of  shares outstanding of the  Issuer's  common
stock at December 31, 1996: 2,000,000

<PAGE>                             
                              PART I

Item 1.   Description of Business

     (a)  Business Development.

     Health Builders International, Inc. (the "Company") was
recently  incorporated  under  the  laws  of  the  State  of
Delaware   on  July  3,  1996.   In  connection   with   the
organization  of  the Company, the founding shareholders  of
the  Company  contributed an aggregate of  $10,000  cash  to
capitalize the Company in exchange for 2,000,000  shares  of
Common Stock.

      The  Company then registered a public offering of  its
securities  to  raise funds with which to commence  business
operations.   The  Company  filed with  the  Securities  and
Exchange  Commission a registration statement on Form  SB-2,
Commission File No. 33-9809, which became effective November
26, 1996.  Pursuant thereto the Company is offering to sell,
on  a  "best  efforts  - minimum 250,000  shares  -  maximum
500,000  shares" basis, shares of its common  stock  to  the
public  at  $.20  per  share in an attempt  to  raise  gross
proceeds  of between $50,000 to $100,000.  The offering  has
not  been  completed as of the date of filing  this  report.
Proceeds  are being escrowed pending receipt of the  minimum
offering  amount  within the stated offering  period,  which
continues for up to 180 days from the effective date.   Upon
completion of the offering, the Company intends to  use  the
net  proceeds  from  this offering to  provide  the  working
capital necessary to commence business operations.

      The Company has not commenced business operations  and
is   considered  a  development  stage  company.   To  date,
activities  have been limited to organizational matters  and
the  preparation  and filing of the registration  statement.
The  Company  has  no  significant assets,  and  is  totally
dependent  upon the successful completion of  this  offering
and receipt of the proceeds therefrom, of which there is  no
assurance, for the ability to commence its proposed business
operations.

     (b)  Business of Company.

Proposed Business of the Company

      The Company was formed for the purpose of engaging  in
the   business  of  providing  training  and  other  related
services  for  multi  level marketing representatives.   The
Company  was formed to establish a training and distribution
center for the development of multi-level marketing networks
in  the  health and nutrition industry, to train and  assist
people involved in network marketing for various health  and
nutrition  companies  in recruiting,  and  also  to  provide
customized mailing and fax services.

      The  terms  "multi level marketing" and  "multi  level
marketing networks" refers to the type of marketing plan  or
system  in  which products are purchased from  distributors,
consultants  or  other  authorized  representatives  of  the
products,  and the purchasers or consumers of such  products
are  permitted  and  encouraged  to  also  become  marketing
representatives themselves, and solicit and  recruit  others
to  not  only  purchase  the products but  become  marketing
representatives, thus creating multiple layers or levels  of
marketing  representatives  in  a  network.   This  is  also
sometimes referred to as "network marketing."  "Multi  level
marketing  organizations" refers to  companies,  individuals

<PAGE>
and other entities and the networks thereof that are engaged
in marketing products by use of such methods.

     The individual members of management of the Company are
all  involved  in  multi level marketing  organizations,  as
distributors  for  various  companies  in  the  health   and
nutrition  industry,  which market  their  products  through
multi level or network marketing.  Based on their experience
with  multi  level  marketing, management  believes  that  a
substantial   need  exists  for  training  of  multi   level
marketing  representatives  or  distributors  and  potential
recruits,  to  show  them  how  to  be  more  effective   in
recruiting  others to become consumers and  distributors  of
the products, and also to provide customized mailing and fax
services  to  assist  marketing representatives  to  recruit
others on a mass solicitation basis.

      Management  believes that some of the  best  companies
within  the  multi  level marketing industry  are  companies
involved  in  the  health  and  nutrition  industry,  taking
advantage of the health wave that is taking place  in  North
America.  Management believes that the multi level marketing
system  is  ideally suited to marketing health and nutrition
products because sales of such products are strengthened  by
ongoing  personal  contact  between  retail  consumers   and
distributors, most if not all of whom are also users of  the
products being marketed.  The Company's business strategy is
to capitalize on the increasing use of multi-level marketing
by  health  and  nutrition companies, by providing  training
services   and   otherwise  assisting   people   to   become
successfully involved in multi-level marketing.

Marketing Methods

      Management intends to market the proposed products and
services  to  be  provided by the Company primarily  to  the
distributors and other multi level marketing representatives
in   the  sales  downlines  of  the  multi  level  marketing
organizations which the members of management are affiliated
with.   Based  on  the  number of marketing  representatives
currently  in  all  the organizations which  the  individual
members of management are affiliated with, this represents a
pool of potential trainees and users of the services of  the
Company in excess of fifteen thousand people.

       The  multi  level  marketing  companies  engaged   in
marketing health and nutrition products in which the members
of  management  have  distributorship organizations  or  are
otherwise    affiliated   with   include    the    following
organizations:  Body Wise International, Inc., a company  in
which  Mr.  Hall  and his wife have a large  distributorship
organization  with a sales downline comprising approximately
13,000  other distributors, which generates annual  revenues
of  about  $10 million; USANA, Inc., a company in which  Mr.
Hatch  holds  a  distributorship  organization  with  annual
revenues  of  approximately $300,000 and  a  sales  downline
comprising  approximately  8,000  other  distributors;   and
Rexall Showcase, a multi level company in which Mr. Blackley
holds   a   distributorship  with  a  downline  organization
comprising approximately 50 other distributors. There are no
formal or informal arrangements or agreements with Body Wise
International,  Inc.,  USANA, Inc., or  Rexall  Showcase  to
facilitate or complement the Company's business plan.   Body
Wise  International, Inc. has its own line of twelve health,
nutrition  and athletic performance products.   USANA,  Inc.
distributes  its  own  line  of 15-20  products  related  to
health,    nutrition   and   cosmetics.    Rexall   Showcase
distributes  its own line of over 100 products  relating  to
health,  nutrition, beauty aids, and other over the  counter
products.
<PAGE>
      Management intends to direct its recruiting efforts on
behalf of the Company toward this group of people, and  will
make  them aware of the products and services of the Company
through  the personal, telephone, mailing and other contacts
that  regularly  occur  in the course  of  the  multi  level
marketing conducted through these organizations.  Management
will  use the opportunity of these contacts to solicit  such
persons  on  behalf  of  the Company to  use  the  Company's
products and services.

      Management  believes  that this  arrangement  will  be
mutually beneficial to the Company and themselves,  in  that
the Company will benefit from the pool of potential recruits
to  its services, and these organizations will benefit  from
any  improved marketing effectiveness of its members who use
the Company's training and other services.

Products and Services

      An  individual may join any one or more of  the  multi
level  marketing organizations sponsored by the  members  of
management of the Company.  This process usually consists of
filling  out an application form and paying an initial  sign
up  fee.   The  purpose of the application is  to  create  a
written   document  which  will,  upon  acceptance  thereof,
constitute  a  written contract outlining and  defining  the
terms  of  the  distributorship  arrangement,  and  also  to
provide information for recordkeeping purposes.  The initial
fees  vary from company to company and are usually  intended
to  cover the nominal administrative cost of processing  the
application  as  well as the costs of sales  kits  or  other
promotional  materials  given to  the  person.   Sales  kits
typically  contain video and audio tape training  materials,
brochures and other printed materials with information about
the  products  being  sold,  product  pricing  and  ordering
information, order forms, and information on being a sponsor
or distributor.  Sometimes fees may also be paid to purchase
initial  quantities  of product from  whatever  multi  level
marketing  company  the applicant is  going  to  sponsor  or
distribute the products of.  Once an individual has  joined,
management will solicit such person to take advantage of the
services to be provided by the Company, to help them succeed
in   multi   level  marketing  by  providing  the  following
services:

     1.   The Company has designed direct mail programs  for
     each  of  the health and nutrition companies  that  the
     members   of   management  are   affiliated   with   as
     distributors.  Each new member will be asked to provide
     a  list  of 50 to 100 names of acquaintances  that  the
     Company will mail an information package to.  This  can
     be  done  with  or without using the name  of  the  new
     member.   The information packages will consist  of  at
     least  a  cover  letter and a brochure,  and  may  also
     consist of an audio and/or videotape.

     2.   The Company will provide a voice mail system  that
     the  individuals receiving the information package will
     be  asked to respond to.  When they call the toll  free
     number  for  additional information, they will  hear  a
     recorded  message  from  a successful  leader  in  that
     particular  company.  They will hear information  about
     the   products  of  that  particular  company  and  its
     associated multi level marketing program.  The  message
     will  help  them  to understand the potential  of  true
     financial and time freedom that can be realized in  the
<PAGE>
     
     multi  level  marketing program  that  exists  in  that
     particular  company,  through becoming  a  distributor,
     sponsoring  others as distributors and  establishing  a
     sizeable    downline   organization   of   distributors
     sponsored  by  or  through  them,  that  will  generate
     substantial monthly revenues from product sales and pay
     the  sponsoring distributor a portion of such  revenues
     as  income, typically ranging from 5% to 20% of product
     sales.  They will then be asked to leave their name and
     phone  number  in  order for someone  to  contact  them
     personally.

     3.   The  Company will provide a fax on demand  service
     that  will  also be made available to the  contacts  to
     receive additional information about the Company.

     4.  After the initial information package has been sent
     and  the  screening process has taken  place,  the  new
     member  will  then  be  contacted  with  the  names  of
     acquaintances  who  have responded positively  and  are
     seriously interested in the opportunity.

     5.  The members of management will then make themselves
     available to help the new member contact those who have
     expressed an interest, on a 3 way conference call or in
     some  instances in person, to solicit them to join  the
     multi  level marketing organization downline  from  the
     new member.

     6.   The members of management will also provide weekly
     and  monthly  training  seminars  that  will  help  the
     members  learn  how  to motivate and  work  with  their
     downline    organizations   (i.e.,   the   distributors
     sponsored  by or through them) as they are  developing.
     These  will  be hands on seminars taught by people  who
     have  actually succeeded financially in the multi level
     marketing  industry  by  developing  sizeable  downline
     organizations.   The  seminars  will  provide   general
     information on how to develop motivational  skills  and
     skill in working with people to maintain and motivate a
     downline organization.  Initially, these seminars  will
     be held at the Company's address, but may in the future
     be scheduled at various other locations.

     7.   The Company will also provide direct mail services
     for  any type of promotion that members may want to use
     as their organizations mature.

     8.  Computer profiling, metabolic profiles, fat testing
     and  support groups will also be made available  by  or
     through the Company.

      Management  presently  intends  to  charge  an  annual
membership  fee of $49.95 to register and actively  use  the
training  and  other services of the Company on  an  ongoing
basis.   The annual fee will be collected each year  on  the
anniversary  date of the client's initial  sign  up.   If  a
person  is also signing up as a new member of a multi  level
marketing  organization at the same time, fees ranging  from
$40 to $100 approximately, may also be incurred to the multi
level  marketing  company  that  the  person  joins.   Other
charges  by  the Company will be for the mass mailings,  fax
and  other services provided by the Company, which  will  be
charged  for  on  an as used basis.  Fees  will  be  set  in
amounts  necessary to recover the actual cost  of  materials
and postage incurred for such services plus a profit of 10%-
20%  to  the  Company.  There will also be  additional  fees
charged  for  computer  profiling,  metabolic  profiles  and
counseling,   fat   testing,  and  ongoing   support   group
participation  for  specific  health  concerns.  and  weight
management.
<PAGE>

Government Regulation

      Although  the  Company  itself  will  not  be  engaged
directly  in  multi level marketing of health and  nutrition
products for any company, the Company's business is directly
related  to and dependent on both the multi level  marketing
and  health and nutrition industries, which are both subject
to  extensive  regulations relating to, inter alia,  product
claims  and  marketing methods.  As part of the  process  of
training  and otherwise assisting others to be effective  as
multi  level  marketing representatives, management  of  the
Company  must maintain an awareness of applicable regulatory
requirements  to  avoid  causing a  violation  of  any  such
requirements.

      Multi  Level  Marketing.  The  multi  level  marketing
system  is  subject  to  a  number  of  federal  and   state
regulations administered by the Federal Trade Commission and
various  state  agencies as well as regulations  in  foreign
markets   administered  by  foreign  agencies.   Regulations
applicable  to  multi level marketing organizations  have  a
general  purpose  of  ensuring that solicitation  emphasizes
product sales and that product sales are ultimately made  to
retail  consumers  (as  opposed to other  distributors)  who
consume the products, and that advancement within the  multi
level  marketing structure is based on sales of the products
rather  than investments in the organizations or other  non-
retail  sales  related criteria.  For instance,  in  certain
jurisdictions  there may be limits on the  extent  to  which
distributors  may  earn  royalties  on  sales  generated  by
distributors or consumers who were not directly sponsored by
that   distributor.    Furthermore,   many   if   not   most
jurisdictions   have   various   statutes   or   regulations
prescribing,  proscribing  or otherwise  regulating  various
consumer   sales  practices.   For  instance,  most   states
prohibit  so  called  pyramid schemes, which  are  generally
defined  as  sales programs in which payments  are  made  or
other  consideration given in exchange for  compensation  or
the right to receive compensation which is derived primarily
from  the introduction and recruiting of other persons  into
the program rather than from the sale of goods and services.
In  some  instances,  the  emphasis placed  in  solicitation
efforts   and   other   marketing   methods   employed    by
distributors,  including  persons  the  Company  trains   or
otherwise assists, could influence regulatory determinations
of  whether such regulatory requirements have been  complied
with.

      Product  Claims  and Advertising.  Advertisements  and
claims  made  with respect to products, whether  made  by  a
multi  level marketing company itself or by the multi  level
marketing   distributors,  are  strictly  regulated.    With
respect  to  health  and nutrition companies,  the  products
offered  by  such  companies are generally formulated  using
only  herbal  or  other  natural ingredients  classified  by
regulatory agencies such as the Food and Drug Administration
as  being  safe  for consumption without further  pre-market
clinical   testing.   A  principal  focus   of   regulations
applicable  to  such products is to generally  prohibit  the
making  of  therapeutic claims.  The making of impermissible
therapeutic  claims by distributors, including  persons  the
Company  trains  or  otherwise  assists,  could  result   in
reclassification    subjecting    products    to    stricter
regulations, or other sanctions.

     Employees

      The  Company presently has no salaried employees,  but
upon  completion of the offering management anticipates  the
need  to  hire  employees, including a full time  secretary,
part  time Manager and other part time help.  The part  time
manager  will hire and supervise other employees, as needed,
and  will  design,  supervise and  be  responsible  for  the
mailings and follow up systems of the Company as well as the
<PAGE>

administrative  aspects of day to day operations,  including
accounting and recordkeeping functions.  The officers of the
Company  will not be employed full time initially  and  will
not   receive   a  regular  salary,  wage  or   other   cash
compensation for their time, unless and until the  Company's
business  operations develop to the point where a full  time
or other extensive time commitment is required.

Item 2.   Properties

     General.

      The Company presently has no office facilities but for
the  time being will use the home office facilities  of  Dee
Hall, its President, in Sandy, Utah, on a rent free basis as
its principal place of business.  The Company will reimburse
the officers and employees for any additional, out of pocket
expenses reasonably and actually incurred on behalf  of  the
Company.   Management does not intend to seek  other  office
arrangements  immediately upon completion of  the  offering,
but  will seek such arrangements at such time in the  future
as   the   Company's   business  requires   more   extensive
facilities,  which  is  not  anticipated  in  the  immediate
future.   The  Company may use a portion of any proceeds  of
its offering for such purpose, if and as needed.

Item 3.   Legal Proceedings.

      The  Company  is  not a party to any material  pending
legal  proceedings  and, to the best of  its  knowledge,  no
action has been threatened by or against the Company.

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

      No  matter was submitted to a vote of security holders
through the solicitation of proxies or otherwise during  the
fourth quarter of the fiscal year covered by this report.

                            PART II

Item 5.   Market  for  Common Equity and Related Stockholder
          Matters.

     (a)  Market information.

      The Company's public offering was not closed as of the
date hereof and the Common Stock of the Company will not  be
eligible  for  trading in the over-the-counter market  until
that time.

     (b)  Holders.

      As  of  March 27, 1997, (prior to close of the  public
offering)  there were only 4 record holders of the Company's
Common Stock.
<PAGE>

     (c)  Dividends.

      The Company has not previously paid any cash dividends
on  common  stock  and  does not anticipate  or  contemplate
paying  dividends on common stock in the foreseeable future.
It  is  the  present intention of management to utilize  all
available   funds  for  the  development  of  the  Company's
business.   The only restrictions that limit the ability  to
pay  dividends on common equity or that are likely to do  so
in the future, are those restrictions imposed by law.  Under
Delaware  corporate law, no dividends or other distributions
may  be  made  which would render the Company  insolvent  or
reduce  assets to less than the sum of its liabilities  plus
the  amount  needed  to satisfy any outstanding  liquidation
preferences.

Item 6.   Management's Discussion and Analysis  or  Plan  of
          Operation.

      The  Company  was incorporated on July 3,  1996.   The
Company  has not yet generated any revenues from  operations
and  is  considered a development stage company.   To  date,
activities have been limited to organizational matters,  the
preparation  and  filing  of the registration  statement  to
register  a public offering of its securities.  The  Company
has no significant assets.

      Management's  plan of operation for  the  next  twelve
months  is first to raise funds from the offering.   If  the
offering  is  successful, the Company  intends  to  use  the
proceeds   primarily  to  acquire  office  equipment,   hire
employees and cover the payroll costs and otherwise  provide
operating  capital during the start up period of  operations
until  the  Company  can  begin  generating  revenues   from
operations  to  thereafter  cover  ongoing  expenses.    The
Company  is totally dependent upon the successful completion
of  this offering and receipt of at least the minimum amount
of  proceeds therefrom, of which there is no assurance,  for
the ability to commence its intended business operations.

      Inasmuch  as  there is no assurance that the  offering
will be successful and that the Company will receive any net
proceeds  therefrom, the Company has not  entered  into  any
contractual commitments and will not do so unless and  until
the offering is completed.  Therefore there is absolutely no
assurance  that the Company will be able, with the  proceeds
of  the offering, to successfully commence proposed business
operations.  At this time, no assurances can be  given  with
respect to the timing of commencement of operations  or  the
length  of time after commencement that it will be necessary
to fund operations from proceeds of the offering.

      Depending on the total amount raised in the  offering,
management believes that the net proceeds from the  offering
will  provide  working capital for one to  two  years  after
commencement  of  operations, during which  time  management
anticipates   that   the  Company  will   begin   generating
sufficient  revenues  to cover ongoing  expenses.   However,
there is absolutely no assurance of this.  If the Company is
unsuccessful,  investors  will have  lost  their  money  and
management  will not attempt to pursue further efforts  with
respect  to  such business, and it is unlikely  the  Company
would  have  the financial ability to do so  in  any  event.
Instead  management  will  call a  shareholders  meeting  to
decide  whether  to liquidate the Company or what  direction
the  Company  will  pursue, if any.   However,  the  Company
presently  has  no  plans, commitments or arrangements  with
respect to any other potential business venture and there is
no  assurance  the  Company could become involved  with  any
other  business  venture, especially  any  business  venture
requiring significant capital.

<PAGE>

Item 7.   Financial Statements.

     See attached Financial Statements and Schedules.

Item 8.   Changes  In and Disagreements With Accountants  on
          Accounting and Financial Disclosure.

      There  are  not  and have not been  any  disagreements
between  the Company and their accountants on any matter  of
accounting  principles or practices or  financial  statement
disclosure.

                            PART III

Item 9.   Directors,   Executive  Officers,  Promoters   and
          Control Persons;  Compliance With Section 16(a) of
          the Exchange Act

     (a)  Identify Directors and Executive Officers.

      The  following  table  sets forth  the  directors  and
executive  officers of the Company, their ages, term  served
and  all offices and positions with the Company.  A director
is  elected  for a period of one year and thereafter  serves
until   his  or  her  successor  is  duly  elected  by   the
stockholders  and qualifies.  Officers and  other  employees
serve at the will of the Board of Directors.

Name of Director   Age   Term Served   Positions with Company
                                      
L. Dee Hall         51   Since inception   President, Treasurer &
                                           Director
Glen Hatch          60   Since inception   Vice President

Robert Blackley     60   Since inception   Secretary
                         
                         
      These  individuals  will serve as  management  of  the
Company.   A  brief  description  of  their  background  and
business experience is as follows:

      L.  Dee  Hall  will serve as President, Treasurer  and
Director of the Company.  He and his wife have been involved
in  network  marketing for the past eight  years,  and  have
built   multi-level   marketing  organizations   in   NuSkin
International, Brite Music (Dee was National  Sales  Manager
for Brite) and Body Wise International.  They currently have
a sales downline for over 13,000 people in Body Wise and Dee
is  a  member of the Body Wise Executive Leadership Council.
Their organization generated over $500,000 in revenues  last
year.

     Glen Hatch will serve as Vice President of the Company.
He  has been involved in direct sales for over 20 years  and
has established many successful sales organizations.  He  is
currently the President of Camper World, Inc.  Camper  World
is   a  membership  organization  that  owns  and  maintains

<PAGE>

numerous  RV campground sites in the Western U.S.  that  are
available for use by members.  He also has a large marketing
organization in USANA, INC. and is a member of the USANA top
ten  (i.e.  one  of the top ten distributors in  the  entire
USANA multi level marketing network, which has in excess  of
100,000 distributors).

     Robert Blackley will serve as Secretary of the Company.
He   and   his   wife   have   built  successful   marketing
organizations  in  NuSkin International,  Santa  Rosa  Gold,
Accelerated  Financial and Body Wise,  and  have  also  been
involved  in  real estate development for  over  ten  years.
They are currently directors in Rexall Showcase.

      The  directors  hold  no directorships  in  any  other
companies  subject  to  the reporting  requirements  of  the
Securities Exchange Act of 1934.

     (b)  Identify Significant Employees.

     None other than the person previously identified.

     (c)  Family Relationships.

     None

     (d)  Involvement in Certain Legal Proceedings.

      Except as described hereinabove, no present officer or
director  of  the  Company; 1) has had any  petition  filed,
within  the past five years, in Federal Bankruptcy or  state
insolvency proceedings on such person's behalf or on  behalf
of any entity of which such person was an officer or general
partner within two years of filing; or 2) has been convicted
in  a  criminal proceeding within the past five years or  is
currently  a named subject of a pending criminal proceeding;
or  3) has been the subject, within the past five years,  of
any  order,  judgment, decree or finding  (not  subsequently
reversed,  suspended or vacated) of any court or  regulatory
authority  involving violation of securities or  commodities
laws,  or  barring, suspending, enjoining  or  limiting  any
activity  relating  to  securities,  commodities  or   other
business practice.

Compliance with Section 16(a) of the Exchange Act

      The Issuer is not subject to the provisions of Section
16(a).

Item 10.  Executive Compensation.

     The Company was only recently incorporated, has not yet
commenced   planned  operations  and  has   not   paid   any
compensation to its executive officers or director to date.

      Proposed  Compensation.  The officers of  the  Company
will  not  be  employed  full time initially  and  will  not
receive  a  regular salary, wage or other cash  compensation
for  their  time,  unless and until the  Company's  business
operations develop to the point where a full time  or  other
extensive time commitment is required.  The officers will be
entitled  to  reimbursement of any out  of  pocket  expenses
reasonably and actually incurred on behalf of the Company.

<PAGE>

Compensation of Directors

     None

Employment  Contracts  and  Termination  of  Employment  and
Change-in-Control Arrangements

      The  Company  has  not entered into any  contracts  or
arrangements  with any named executive officer  which  would
provide   such   individual  with  a  form  of  compensation
resulting from such individual's resignation, retirement  or
any other termination of such executive officer's employment
with  the  Company or its subsidiary, or from  a  change-in-
control  of  the Company or a change in the named  executive
officer's responsibilities following a change-in-control.

Item 11.  Security  Ownership of Certain  Beneficial  Owners
          and Management.

     The following table sets forth certain information with
respect to the beneficial ownership of the Company's  common
stock by each director of the Company, each beneficial owner
of  more than five percent (5%) of said securities, and  all
directors and executive officers of the Company as a group:

                                                               
                                Amount and 
                                Nature of      Percent   
                   Title of     Beneficial       of     % After
Name and Address    Class       Ownership       Class   Offering
                       
L. Dee Hall           Common    900,000 shares    45%      36%          
2077 Elderberry Way                                   
Sandy, UT 84092                                                                

Glen Hatch            Common    200,000 shares    10%       8%                 
263 E. 3900 S.                                 
Salt Lake City, UT                             
84107                               
                                       
Robert Blackley       Common    200,000 shares     10%      8% 
263 E. 3900 S.                                      
Salt Lake City, UT                                       
84107                                  
                            
All officers and      Common  1,300,000 shares     65%     52%
directors as a           
group (3 persons)                 
                             
Reed Jensen           Common    700,000 shares     35%     28%
4348 Butternut Road             
Salt Lake City, UT              
84124                             


      Prior to the sale of any Shares in the offering, these
individuals are the only shareholders of the Company.  After
offering  percentages are calculated assuming  sale  of  all
Shares  in the offering.  The foregoing amounts include  all
shares   these  persons  are  deemed  to  beneficially   own
regardless   of  the  form  of  ownership.    See   "Certain
Transactions."

<PAGE>

Item 12.  Certain Relationships and Related Transactions.

      The Company has entered into certain transactions with
officers,  directors  or affiliates  of  the  Company  which
include the following:

     In connection with the organization of the Company, its
founding shareholders paid an aggregate of $10,000  cash  to
purchase  2,000,000 shares of Common Stock of  the  Company.
See "Principal Shareholders."

      It  is  contemplated that the Company may  enter  into
certain  transactions with officers, directors or affiliates
of  the  Company which may involve conflicts of interest  in
that  they  will  not  be arms' length transactions.   These
transactions include the following:

      The Company presently has no office facilities but for
the time being will use as its business address the home  of
Dee  Hall  on  a  rent free basis, until such  time  as  the
business   operations  of  the  Company  may  require   more
extensive  facilities  and  the Company  has  the  financial
ability to rent commercial office space.  There is presently
no  formal written agreement for the use of such facilities,
and  no assurance that such facilities will be available  to
the Company on such a basis for any specific length of time.

      The Company has no formal written employment agreement
or  other  contracts  with its officers,  and  there  is  no
assurance  that  the services to be provided  by  them,  and
facilities to be provided by Mr. Hall, will be available for
any  specific  length  of  time in  the  future.   Mr.  Hall
anticipates  initially devoting up to approximately  20%  of
his  time  to  the  affairs of the Company,  and  the  other
officers intend to devote approximately 5% of their time  to
the  Company.   If and when the business operations  of  the
Company  increase  and a more extensive time  commitment  is
needed,  Mr.  Hall and the other officers  are  prepared  to
devote  more time to the Company, in the event that  becomes
necessary.  The amounts of compensation and other  terms  of
any full time employment arrangements with the Company would
be   determined   if  and  when  such  arrangements   become
necessary.

      All  of the officers are presently involved personally
or   through   controlled  entities  in  large   multi-level
marketing  organizations or networks  with  extensive  sales
downlines comprising thousands of people who distribute  the
health  and nutrition products of various companies  engaged
in  such  business.   See  "Business -  Marketing  Methods."
Management  intends to recruit people in these  networks  as
potential  trainees and users of the Company's products  and
services.  Management believes that this arrangement will be
mutually beneficial to the Company and themselves,  in  that
the Company will benefit from the pool of potential recruits
to  its services, and these organizations will benefit  from
any  improved marketing effectiveness of its members who use
the Company's training and other services.

<PAGE>

Conflicts of Interest

      Other  than  as  described herein the Company  is  not
expected   to   have  significant  further   dealings   with
affiliates.  However, if there are such dealings the parties
will attempt to deal on terms competitive in the market  and
on  the  same  terms that either party would  deal  with  an
unrelated third person.  Presently no officer or director of
the  Company  has  any transactions which  they  contemplate
entering  into  with  the Company, aside  from  the  matters
described herein.

      Management  will attempt to resolve any  conflicts  of
interest that may arise in favor of the Company.  Failure to
do so could result in fiduciary liability to management.

Indemnification and Limitation of Liability

       The  general  corporation  law  of  Delaware  permits
provisions in the articles, by-laws or resolutions  approved
by  shareholders  which  limit liability  of  directors  and
officers  for breach of fiduciary duty to certain  specified
circumstances, namely, breaches of their duties of  loyalty,
acts  or  omissions  not  in good  faith  or  which  involve
intentional  misconduct or knowing violation  of  law,  acts
involving  unlawful payment of dividends or  unlawful  stock
purchases  or redemptions, or any transaction from  which  a
director  or  officer derives an improper personal  benefit.
The  Company's by-laws indemnify its officers and  directors
to  the  full extent permitted by Delaware law.  The by-laws
with these exceptions eliminate any personal liability of an
officer  or director to the Company or its shareholders  for
monetary damages for the breach of fiduciary duty and  there
fore  an  officer  or  director cannot be  held  liable  for
damages  to  the  Company  or  its  shareholders  for  gross
negligence  or lack of due care in carrying out his  or  her
fiduciary  duties.   The  Company's  Articles  provide   for
indemnification to the full extent permitted under law which
includes  all  liability,  damages  and  costs  or  expenses
arising  from or in connection with service for,  employment
by,  or  other affiliation with the Company to  the  maximum
extent  and  under  all  circumstances  permitted  by   law.
Delaware  law  permits  indemnification  if  a  director  or
officer  acts in good faith in a manner reasonably  believed
to  be  in,  or  not opposed to, the best interests  of  the
corporation.   A director or officer must be indemnified  as
to  any  matter  in  which  he or she  successfully  defends
himself or herself.  Indemnification is prohibited as to any
matter  in which the director or officer is adjudged  liable
to   the   corporation.   Insofar  as  indemnification   for
liabilities  arising  under  the  Securities  Act   may   be
permitted to directors, officers, and controlling persons of
the   Company  pursuant  to  the  foregoing  provisions   or
otherwise, the Company has been advised that in the  opinion
of    the   Securities   and   Exchange   Commission,   such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.

      Except  as  disclosed in this item, in  notes  to  the
financial  statements  or  elsewhere  in  this  report,  the
Company   is  not  aware  of  any  indebtedness   or   other
transaction  in  which the amount involved  exceeds  $60,000
between  the Company and any officer, director, nominee  for
director,  or 5% or greater beneficial owner of the  Company
or  an  immediate family member of such person; nor  is  the
Company  aware  of any relationship in which a  director  or
nominee  for  director of the Company was also  an  officer,
director,  nominee  for director, greater  than  10%  equity
owner, partner, or member of any firm or other entity  which
received from or paid the Company, for property or services,
amounts  exceeding 5% of the gross annual revenues or  total
assets of the Company or such other firm or entity.

<PAGE>

                            PART IV

Item 13.  Exhibits and Reports on Form 8-K.

       (a)   Exhibits  to  this  report  are  all  documents
previously  filed which are incorporated herein as  exhibits
to  this report by reference to registration statements  and
other  reports previously filed by the Company  pursuant  to
the  Securities Act of 1933 and the Securities Exchange  Act
of 1934.

     (b)  Reports on Form 8-K have not been filed during the
last quarter of the fiscal year ended December 31, 1996.

<PAGE>      

                       SIGNATURES


In  accordance with Section 12 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


HEALTH BUILDERS INTERNATIONAL, INC.



By:     /s/ L. Dee Hall                    Date:  March 28, 1997
     L. Dee Hall, President, Treasurer and sole Director
     Chief Executive Officer and
     Chief Financial Officer


In  accordance with the Exchange Act, this report  has  been
signed  below  by  the following persons on  behalf  of  the
registrant and in the capacities and the dates indicated.



By:     /s/ L. Dee Hall                     Date:  March 28, 1997
     L. Dee Hall, President, Treasurer and sole Director
     Chief Executive Officer and
     Chief Financial Officer


<PAGE>

Supplemental Information to be Furnished With Reports  Filed
Pursuant  to  Section  15(d) of  the  Exchange  Act  by  Non
Reporting Issuers

No  annual  report  or  proxy statement  has  been  sent  to
security holders.
<PAGE>                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
             HEALTH BUILDERS INTERNATIONAL, INC.
                [A Development Stage Company]
                              
                    FINANCIAL STATEMENTS
                              
                      DECEMBER 31, 1996
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
               PRITCHETT, SILER & HARDY, P.C.
                CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>

             HEALTH BUILDERS INTERNATIONAL, INC.
                [A Development Stage Company]
                              
                              
                              
                              
                          CONTENTS

                                                          PAGE

        _  Independent Auditors' Report                     1


        _  Balance Sheet, December 31, 1996                 2


        _  Statement of Operations, from inception
             on July 3, 1996 through December 31, 1996      3


        _  Statement of Stockholders' Equity,
             from inception on July 3, 1996 through
             December 31, 1996                              4


        _  Statement of Cash Flows, from inception
             on July 3, 1996 through December 31, 1996      5


        _  Notes to Financial Statements                6 - 7








<PAGE>
                  PRITCHETT, SILER & HARDY, P.C.
                      430 EAST 400 SOUTH
                   SALT LAKE CITY, UTAH 84111



                  INDEPENDENT AUDITORS' REPORT



Board of Directors
HEALTH BUILDERS INTERNATIONAL, INC.
Sandy, Utah

We have audited the accompanying balance sheet of Health Builders
International, Inc. [a development stage company] at December 31,
1996,  and  the  related statements of operations,  stockholders'
equity  and  cash  flows from inception on July 3,  1996  through
December   31,   1996.   These  financial  statements   are   the
responsibility  of the Company's management.  Our  responsibility
is  to express an opinion on these financial statements based  on
our audit.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audit provides a reasonable basis for our opinion.

In  our  opinion, the financial statements audited by us  present
fairly,  in  all  material respects, the  financial  position  of
Health Builders International, Inc. as of December 31, 1996,  and
the  results of its operations and its cash flows for the  period
from  inception  through December 31, 1996,  in  conformity  with
generally accepted accounting principles.


/S/ PRITCHETT, SILER & HARDY, P.C.

March 13, 1997

<PAGE>
               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
                          BALANCE SHEET
                                
                                
                                
                             ASSETS
                                
                                
                                                      December 31,
                                                          1996
                                                    _____________
CURRENT ASSETS:
  Cash in bank                                          $   2,603
                                                      ___________

OTHER ASSETS:
  Organizational costs, net                                   917
  Deferred stock offering costs                             6,370
                                                      ___________
        Total Other Assets                              $   7,287
                                                      ___________
                                                        $   9,890
                                                      ___________
                                
                                
              LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                                      $      69
                                                      ___________
        Total Current Liabilities                              69
                                                      ___________

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value,
   500,000 shares authorized,
   no shares issued and outstanding                             -
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   2,000,000 shares issued and
   outstanding                                              2,000
  Capital in excess of par value                            8,000
  Deficit accumulated during the
    development stage                                       (179)
                                                      ___________
        Total Stockholders' Equity                          9,821
                                                      ___________
                                                        $   9,890
                                                      ___________
                                
                                
                                
The accompanying notes are an integral part of this financial statement.

<PAGE>
               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
                                
                     STATEMENT OF OPERATIONS
                                
                                
                                
                                             From Inception
                                              on July 3,
                                              1996 Through
                                           December 31, 1996
                                           _________________

REVENUE                                          $      -
                                             _____________

EXPENSES:
  General and administrative                          179
                                             _____________

LOSS BEFORE INCOME TAXES                             (179)

CURRENT TAX EXPENSE                                     -

DEFERRED TAX EXPENSE                                    -
                                             _____________

NET LOSS                                         $   (179)
                                             _____________

LOSS PER COMMON SHARE                            $   (.00)
                                             _____________
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
The accompanying notes are an integral part of this financial statement.

<PAGE>
               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
                STATEMENT OF STOCKHOLDERS' EQUITY
                                
           FROM THE DATE OF INCEPTION ON JULY 3, 1996
                                
                    THROUGH DECEMBER 31, 1996
                                
                                                               Deficit
                                                              Accumulated
             Preferred Stock   Common Stock       Capital in  During the
           ______________________________________  Excess of  Development
              Shares   Amount  Shares  Amount      Par Value     Stage
           _______________________________________________________________

BALANCE, 
July 3, 
 1996            -   $    -        -    $    -       $    -     $     -

Issuance 
of 2,000,000 
shares common 
stock for cash,
July 17, 1996 
at $.005 per 
share            -        -   2,000,000   2,000         8,000         -

Net loss for 
the period
ended December 
31, 1996         -        -       -          -            -       (179)
           _______________________________________________________________
BALANCE, 
December 
31, 1996         -    $  -    2,000,000  $2,000        $8,000   $ (179)
           _______________________________________________________________
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
The accompanying notes are an integral part of this financial statement.
<PAGE>
               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
                     STATEMENT OF CASH FLOWS
                                
                                               From Inception
                                                on July 3,
                                                1996 Through
                                             December 31, 1996
                                             __________________
Cash Flows from Operating Activities:
  Net loss                                            $  (179)
  Adjustments to reconcile net
    loss  to net cash used by
    operating activities:
     Amortization expense                                  83
     Increase in accounts payable                          69
                                              ________________
        Net Cash Flows to Operating
          Activities                                      (27)
                                              ________________
Cash Flows from Investing Activities                        -
  Payments for organization costs                      (1,000)
                                              ________________
        Net Cash to Investing Activities               (1,000)
                                              ________________
Cash Flows from Financing Activities:
  Proceeds from common stock issuance                  10,000
  Payment of stock offering costs                      (6,370)
                                              ________________
        Net Cash from Financing
          Activities                                    3,630
                                              ________________
Net Increase in Cash                                    2,603

Cash at Beginning of Period                                 -
                                              ________________
Cash at End of Period                                $  2,603
                                              ________________

Supplemental Disclosures of Cash Flow information:
  Cash paid during the period for:
    Interest                                    $        -
    Income taxes                                $        -

Supplemental schedule of Noncash Investing and Financing
Activities:
  For the period ended December 31, 1996:
     None
                                
                                
                                
                                
                                
                                
The accompanying notes are an integral part of this financial statement.

<PAGE>
               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
                  NOTES TO FINANCIAL STATEMENTS
  
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  Organization - The Company was organized under the  laws  of  the
  State of Delaware on July 3, 1996.  The Company has not commenced
  planned  principal  operations and is  considered  a  development
  stage  company as defined in SFAS No. 7.  The Company is planning
  to  engage  in  the  business  of  establishing  a  training  and
  distribution center for the development of multi-level  marketing
  networks  in  the  health and nutrition industry,  to  train  and
  assist  people  involved in network marketing for various  health
  and  nutrition  companies  in recruiting,  and  also  to  provide
  customized  mailing and fax services.  The Company  has,  at  the
  present  time, not paid any dividends and any dividends that  may
  be paid in the future will depend upon the financial requirements
  of the Company and other relevant factors.
  
  Organization  Costs - The Company is amortizing its  organization
  costs,  which  reflect amounts expended to organize the  Company,
  over sixty [60] months using the straight line method.
  
  Loss  Per  Share - The computation of loss per share is based  on
  the  weighted  average  number of shares outstanding  during  the
  period presented.
  
  Statement of Cash Flows - For purposes of the statement  of  cash
  flows,  the  Company considers all highly liquid debt investments
  purchased  with  a maturity of three months or less  to  be  cash
  equivalents.
  
  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles requires
  management  to  make estimates and assumptions  that  affect  the
  reported  amounts of assets and liabilities, the  disclosures  of
  contingent  assets and liabilities at the date of  the  financial
  statements  and  the  reported amount of  revenues  and  expenses
  during  the  reported period.  Actual results could  differ  from
  those estimated.
  
NOTE 2 - CAPITAL STOCK
  
  Common  Stock  -  During  July,  1996,  in  connection  with  its
  organization,  the  Company  issued  2,000,000  shares   of   its
  previously authorized, but unissued common stock.  Total proceeds
  from the sale of stock amounted to $10,000 (or $.005 per share).
  
  Preferred  Stock - The Company has authorized 500,000  shares  of
  preferred  stock, $.001 par value, with such rights,  preferences
  and designations and to be issued in such series as determined by
  the Board of Directors.  No shares are issued and outstanding  at
  December 31, 1996.
  
NOTE 3 - INCOME TAXES
  
  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109  "Accounting
  for  Income Taxes".  FASB 109 requires the Company to  provide  a
  net deferred tax asset/liability equal to the expected future tax
  benefit/expense of temporary reporting differences  between  book
  and  tax  accounting methods and any available operating loss  or
  tax  credit  carryforwards.  At December 31, 1996 there  were  no
  material  deferred tax assets or liabilities, current or deferred
  tax expense, or net operating loss carryforwards.
<PAGE>      
               HEALTH BUILDERS INTERNATIONAL, INC.
                  [A Development Stage Company]
                                
                  NOTES TO FINANCIAL STATEMENTS
  
NOTE 4 - RELATED PARTY TRANSACTIONS
  
  Management   Compensation  -  The  Company  has  not   paid   any
  compensation to its officers and directors.
  
  Office  Space  -  The Company has not had a need to  rent  office
  space.   An  officer/shareholder of the Company is  allowing  the
  Company  to use his home as a mailing address, as needed,  at  no
  expense to the Company.
  
NOTE 5 - DEVELOPMENT STAGE COMPANY
  
  The  Company  was  formed  with a very  specific  business  plan.
  However,  the  possibility exists that the Company  could  expend
  virtually  all of its working capital in a relatively short  time
  period  and  may  not  be  successful  in  establishing  on-going
  profitable operations.
  
NOTE 6 - SUBSEQUENT EVENTS
  
  Proposed  Public  Offering  of Common  Stock  -  The  Company  is
  proposing  to  make a public offering of 500,000  shares  of  its
  previously authorized but unissued common stock.  The Company has
  filed  a  registration  statement on Form SB-2  with  the  United
  States Securities and Exchange Commission in accordance with  the
  Securities Act of 1933 as amended.  An offering price of $.20 per
  share  has  arbitrarily  been determined  by  the  Company.   The
  offering  will be managed by the Company without any underwriter.
  The shares will be offered and sold by an officer of the Company,
  who  will  receive no sales commissions or other compensation  in
  connection  with  the  offering,  except  for  reimbursement   of
  expenses actually incurred on behalf of the Company in connection
  with the offering.  The Company has incurred stock offering costs
  of  $6,370  as of December 31, 1996, but any such costs  will  be
  deferred  and netted against the proceeds of the proposed  public
  stock offering.
  
<PAGE>