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, 1997
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, 1998, 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, 1997: 2,305,500

                           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 offered 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.  The offering was completed in 
September, 1997, with the sale of 305,500 shares which raised gross 
proceeds of $61,100.  Upon completion of the offering, the Company 
began  to use the net proceeds from this offering to provide the 
working capital necessary to commence business operations.  

     The Company only recently commenced business operations and is 
still considered a development stage company.  To date, activities 
have been limited to organizational matters and the preparation and 
filing of the registration statement and completion of the public 
offering.  The Company has no significant assets other than the net 
proceeds from the offering, and is totally dependent upon the 
proceeds therefrom, for the ability to develop 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, to train and assist people involved 
in network marketing for various companies in recruiting, and also 
to provide customized mailing and fax services. The Company's 
initial focus was in the health and nutrition industry, working 
with health and nutrition companies engaged in multi level 
marketing, but  its focus has since shifted into multi level 
marketing in other lines of business such as telecommunications.

     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 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 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. 

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. 

     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 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 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. 

Government Regulation

     The Company's business is directly related to and dependent on 
the multi level marketing industry, which is 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.  The making of impermissible 
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 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 Common Stock of the Company is eligible for trading in the 
over-the-counter market and is quoted on the Electronic Bulletin 
Board maintained by the National Association of Securities Dealers 
("NASD") under the symbol "HBII".  Trading did not commence 
until December of 1997, on a limited and sporadic basis, at a bid 
price quotation of $.25.  Such price quotations represent 
interdealer prices, without retail markup, markdown or commissions, 
and may not represent actual transactions. 

     (b)  Holders.  

     As of April 9, 1998, there were approximately 55 record 
holders of the Company's Common Stock. 


     (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, and completion of the public offering.  The Company has 
no other significant assets. 

     Management's plan of operation for the next twelve months is 
to use the offering 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 offering proceeds for the ability to commence 
its intended business operations.  

     There is absolutely no assurance that the Company will be 
able, with the proceeds of the offering, to successfully develop 
its proposed business. At this time, no assurances can be given 
with respect to the length of time after commencement that it will 
be necessary to fund operations from proceeds of the offering.  

     Management believes that the net proceeds from the offering 
will provide working capital for one to two years, 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. 

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       52     Since inception  President, Treasurer & Director

Glen Hatch        61     Since inception  Vice President

Robert Blackley   61     Since inception  Secretary 

     These individuals serve as management of the Company.  A brief 
description of their background and business experience is as 
follows:

     L. Dee Hall serves 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 serves 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 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 serves 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. 
 

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 Beneficial        Percent
Name and Address      Title of Class   Ownership            of Class

L. Dee Hall           Common            900,000 shares      39%
2077 Elderberry Way 
Sandy, UT 84092

Glen Hatch            Common            200,000 shares      9%
263 E. 3900 S.
Salt Lake City, UT 
84107

Robert Blackley       Common            200,000 shares      9%
263 E. 3900 S.
Salt Lake City, UT 
84107

All officers and      Common           1,300,000 shares     56%
directors as a 
group (3 persons)

Reed Jensen           Common            700,000 shares      30%
4348 Butternut Road
Salt Lake City, UT 
84124

     The foregoing amounts include all shares these persons are 
deemed to beneficially own regardless of the form of ownership.  
See "Certain Transactions."

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. 

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 therefore 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.


                            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, 1997.


                          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:  April 10, 1998         
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:  April 10, 1998         
L. Dee Hall, President, Treasurer and sole Director
Chief Executive Officer and 
Chief Financial Officer





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, 1997 AND 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 Sheets, December 31, 1997 and 1996    2


        -       Statements of Operations, for the years 
                ended December 31, 1997 and 1996 and from 
                inception on July 3, 1996 through December
                31, 1997                                      3


        -       Statement of Stockholders' Equity,  from
                inception on July 3, 1996 through 
                December 31, 1997                             4


        -       Statements of Cash Flows, for the years 
                ended December 31, 1997 and 1996 and from 
                inception on July 3, 1996 through December 
                31, 1997                                      5


        -       Notes to Financial Statements             6 - 8










<PAGE>

                   PRITCHETT, SILER & HARDY, P.C.
                       430 East 400 South
                    Salt Lake City, Utah 84111
                         (801) 328-2727



                    INDEPENDENT AUDITORS' REPORT



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

We have audited the accompanying balance sheets of Health 
Builders International, Inc. [a development stage company] at 
December 31, 1997 and 1996, and the related statements of 
operations, stockholders' equity and cash flows for the years 
ended December 31, 1997 and 1996 and for the period from 
inception on July 3, 1996 through December 31, 1997.  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 audits 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 audits provide 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, 1997 and 
1996, and the results of its operations and its cash flows for 
the years ended December 31, 1997 and 1996 and for the period 
from inception through December 31, 1997, in conformity with 
generally accepted accounting principles.




/s/ Pritchett, Siler & Hardy, P.C.

February 20, 1998

<PAGE>

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

                             BALANCE SHEET

                               ASSETS
			                                  December 31,
                                                  ___________________________
                                                      1997          1996
                                                  ____________   ____________
CURRENT ASSETS:
     Cash in bank                                   $   17,076     $    2,603
     Certificate of deposit - held to maturity          20,096              -
                                                  ____________   ____________
          Total Current Assets                          37,172          2,603
                                                  ____________   ____________

PROPERTY AND EQUIPMENT, net                                368              -
                                                  ____________   ____________

OTHER ASSETS:
     Organizational costs, net                             717            917
     Deferred stock offering costs                          -           6,370
                                                  ____________   ____________
          Total Other Assets                               717          7,287
                                                  ____________   ____________
                                                    $   38,257     $    9,890
                                                  ____________   ____________


                   LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES: 
     Accounts payable                               $    1,298     $       69
                                                  ____________   ____________
          Total Current Liabilities                      1,298             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,
       2,305,500 and 2,000,000 shares
       issued and outstanding in 1997 and 1996           2,306          2,000
     Capital in excess of par value                     50,706          8,000
       Deficit accumulated during the                                        
       development stage                              (16,053)          (179)
                                                  ____________   ____________
          Total Stockholders' Equity                    36,959          9,821
                                                  ____________   ____________
                                                    $   38,257     $    9,890
                                                  ____________   ____________

   The accompanying notes are an integral part of these financial statements.
                                     -2-
<PAGE>
                    HEALTH BUILDERS INTERNATIONAL, INC.
                      [A Development Stage Company]


                         STATEMENT OF OPERATIONS



                                                               From Inception
                                       For the Year Ended      on July 3,1996
                                          December 31,          1996 Through
                                     ______________________     December 31,
                                        1997         1996          1997
                                     __________   __________   ___________
REVENUE	                        $        -   $        -   $         -
                                     __________   __________   ___________

EXPENSES:
     General and administrative          16,027           179        16,206
                                      __________   __________   ___________

INCOME (LOSS) FROM OPERTAIONS           (16,027)        (179)      (16,206)

OTHER INCOME:
     Interest                                153            -           153
                                      __________   __________   ___________

LOSS BEFORE INCOME TAXES                (15,874)        (179)      (16,053)

CURRENT TAX EXPENSE                            -            -             -

DEFERRED TAX EXPENSE                           -            -             -
                                      __________   __________   ___________
NET LOSS                              $ (15,874)   $    (179)   $  (16,053)
                                      __________   __________   ___________
LOSS PER COMMON SHARE                 $    (.01)   $    (.00)   $     (.01)
                                      __________   __________   ___________














   The accompanying notes are an integral part of these financial statements.
                                    -3-
<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, 1997



                                                                     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)
                                                                                
Issuance of                                                                     
 305,500 shares                                                                 
 common stock for                                                               
 cash, September                                                                
 15, 1997 at $.20                                                              
 per share, net                                                                 
 of $18,088 in                                                                  
 offering costs	        -         -     305,500       306     42,706       -    
                                                                                
Net loss for the                                                                
 year ended                                                                     
 December 31, 1997      -         -           -         -          -    (15,874)
               __________ _________ ___________ _________ __________ ___________
BALANCE, December                                                               
 31, 1997               - $       -   2,305,500 $   2,306 $   50,706 $  (16,053)
               __________ _________ ___________ _________ __________ ___________















    The accompanying notes are an integral part of these financial statements.
                                      -4-
<PAGE>

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

                          STATEMENT OF CASH FLOWS
  

                                                                 From Inception 
                                          For the Year Ended       on July 3,
                                             December 31,         1996 Through
                                      ___________________________ December 31,
                                          1997          1996          1997
                                      _____________ _____________ ______________
Cash Flows from Operating Activities:
     Net loss                           $  (15,874)   $     (179)   $   (16,053)
     Adjustments to reconcile net                                               
      loss to net cash used by                                                  
      operating activities:                                                     
       Depreciation expense                       3             -              3
       Amortization expense                     200            83            283
       Changes in assets and liabilities:
        Increase in accounts payable          1,229            69          1,298
                                      _____________ _____________ ______________
         Net Cash (Used) by Operating
           Activities                      (14,442)          (27)       (14,469)
                                      _____________ _____________ ______________
Cash Flows from Investing Activities:
     Payments for organization costs              -       (1,000)        (1,000)
     Certificate of deposit                (20,096)             -       (20,096)
     Property, plant and equipment            (371)             -          (371)
                                      _____________ _____________ ______________
         Net Cash (Used) by Investing
          Activities                       (20,467)       (1,000)       (21,467)
                                      _____________ _____________ ______________
Cash Flows from Financing Activities:
     Proceeds from common stock
      issuance                               61,100        10,000         71,100
     Payment of stock offering
       costs                               (11,718)       (6,370)       (18,088)
                                      _____________ _____________ ______________
          Net Cash Provided by
           Financing Activities              49,382         3,630         53,012
                                      _____________ _____________ ______________
Net Increase in Cash                         14,473         2,603         17,076

Cash at Beginning of Period                   2,603             -              -
                                      _____________ _____________ ______________
Cash at End of Period                   $    17,076   $     2,603   $     17,076
                                      _____________ _____________ ______________

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 Year Ended December 31, 1997
          None

     For the Year Ended December 31, 1996
          None



    The accompanying notes are an integral part of this financial statement.
                                  -5-
<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 yet 
     generated revenues from its 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 multi-level marketing network to provide customized mailing and 
     fax services for various network marketing companies.  The 
     Company is also attempting to form its own network marketing 
     organization within the communications industry.  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.   
     Amortization expense for the years ended December 31, 1997 and 
     1996 was $200 and $83 respectively.

     Certificate of Deposit - The Company accounts for investments 
     in debt and equity securities in accordance with Statement of 
     Financial Accounting Standard (SFAS) 115, "Accounting for 
     certain Investments in Debt and Equity Securities,". Under 
     SFAS 115 the Company's certificate of deposit (a debt 
     security) has been classified as held-to-maturity and is 
     recorded at amortized cost. Held-to-maturity securities 
     represent those securities that the Company has both the 
     positive intent and ability to hold until maturity (See Note 
     2).

     Depreciation Methods - The cost of property and equipment is 
     being depreciated using the straight-line method over the 
     estimated useful lives of the related assets of five and seven 
     years.

     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 required 
     management to make estimates and assumptions that effect the 
     reported amounts of assets and liabilities, the disclosures of 
     contingent assets and liabilities at the date of the financial 
     statements, and the reported amounts of revenues and expenses 
     during the reporting period.  Actual results could differ from 
     those estimated by management.

                                 -6-
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CERTIFICATE OF DEPOSIT

     Certificates of deposit are carried at amortized cost and 
     consisted of the following investment at December 31, 1997:

                     Maturity   Purchase    Amortized    Maturity
     Date Acquired   Date       Value       Cost          Value
     _______________ _______ _____________ ___________ ____________
     11/24/97        5/24/98  $    20,000   $  20,096   $   20,475
                             _____________ ___________ ____________
                              $    20,000   $  20,096   $   20,475
                             _____________ ___________ ____________

NOTE 3 - PROPERTY AND EQUIPMENT

     The following is a summary of equipment, at cost, less 
     accumulated depreciation:

                        December 31,
                     ____________________
                       1997       1996
                     _________  _________
     Equipment         $   371    $     -
     Less Accumulated
      depreciation           3          -
                     _________  _________
                       $   368    $     -
                     _________  _________

     Depreciation expense for the years ended December 31, 1997 and 
     1996 was $3 and $0 respectively.

NOTE 4 - CAPITAL STOCK

     Common Stock - During August 1997 the Company issued 305,500 
     shares of common stock in a public offering.  The offering was 
     made pursuant to a registration statement on Form SB-2 which was 
     filed with the Securities and Exchange Commission.  The offering 
     price of $.20 per share was arbitrarily determined by the 
     Company.  The total proceeds of the offering amounted to $61,100.  
     Offering costs of $18,088 were offset against the proceeds as a 
     reduction to capital in excess of par value.

     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, 1997 and 1996.

                                  -7-
<PAGE>

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

                   NOTES TO FINANCIAL STATEMENTS

NOTE 5 - 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, the Company has 
     available unused operating loss carryforwards  of approximately 
     $16,000, which may be applied against future taxable income and 
     which expire in 2011 through 2012.

     The amount of and ultimate realization of the benefits from the 
     operating loss carryforwards for income tax purposes is 
     dependent, in part, upon the tax laws in effect, the future 
     earnings of the Company, and other future events, the effects of 
     which cannot be determined.  Because of the uncertainty 
     surrounding the realization of the loss carryforwards the Company 
     has established a valuation allowance equal to the tax effect of 
     the loss carryforwards and, therefore, no deferred tax asset has 
     been recognized for the loss carryforwards.  The net deferred tax 
     assets are approximately $5,400 and $100 as of December 31, 1997 
     and 1996, respectively, with an offsetting valuation allowance at 
     each year end of the same amount resulting in a change in the 
     valuation allowance of approximately $5,300 during 1997.

NOTE 6 - RELATED PARTY TRANSACTIONS

     Management Compensation - The Company has not paid any 
     compensation to its officers and directors.

     Related Party Compensation - Certain relatives of officers and 
     directors of the Company were paid a total of $3,923 in 
     consulting fees during 1997.

     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 7 - 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.



                                     -8-
<PAGE>