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, 1998     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.
$541

As  of  April 9, 1999, 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, 1998: 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.  The  following  sets
forth high and low bid price quotations for each calendar quarter
that  trading  occurred during the last two  fiscal  years.  Such
price  quotations  represent interdealer prices,  without  retail
markup,  markdown  or commissions, and may not  represent  actual
transactions.

Quarter Ended                 High                Low

December 31, 1997              .25                 .25

March 31, 1998                 .25                 .25
June 30, 1998                  .25                 .25
September 30, 1998             .28                 .25
December 31, 1998              .28                 .25

     (b)  Holders.

     As  of  April  9, 1999, there were approximately  30  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         53   Since         President, Treasurer &
                         inception     Director

Glen Hatch          62   Since         Vice President          
                         inception

Robert Blackley     62   Since         Secretary
                         inception

     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:

                                                         
                     Title of   Amount and       Percent  
Name and Address      Class     Nature of          of
                                Beneficial        Class
                                Ownership   
   
L. Dee Hall           Common      900,000          39%
2077 Elderberry Way                shares          
Sandy, UT 84092                          
                                           
Glen Hatch            Common      200,000           9%                
263 E. 3900 S.                     shares           
Salt Lake City, UT                               
84107                                    
                                 
Robert Blackley       Common      200,000           9%
263 E. 3900 S.                     shares              
Salt Lake City, UT                               
84107                               
                                             
All officers and      Common    1,300,000          56%                     
directors as a                     shares       
group (3 persons)                
                                
Reed Jensen           Common      700,000          30%     
4348 Butternut Road                shares
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, 1998.

                           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 9, 1999
     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 9, 1999
     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, 1998 and 1997
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                 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, 1998 and 1997        2


        -  Statements of Operations, for the years ended
             December 31, 1998 and 1997 and from inception
             on July 3, 1996 through December 31, 1998       3


        -  Statement of Stockholders' Equity,  from
             inception on July 3, 1996 through
             December 31, 1998                               4


        -  Statements of Cash Flows, for the years ended
             December 31, 1998 and 1997 and from inception
             on July 3, 1996 through December 31, 1998       5


        -  Notes to Financial Statements                 6 - 9











                         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,  1998  and
1997, and the related statements of operations, stockholders' equity and  cash
flows  for the years ended December 31, 1998 and 1997 and for the period  from
inception  on  July  3,  1996  through December  31,  1998.   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, 1998 and 1997, and the results of its operations  and
its  cash  flows for the years ended December 31, 1998 and 1997  and  for  the
period  from inception through December 31, 1998, in conformity with generally
accepted accounting principles.




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


February 26, 1999

<PAGE>
                      HEALTH BUILDERS INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
                                BALANCE SHEETS
                                       
                                    ASSETS
                                               December 31,
                                        __________________________
                                             1998          1997
                                        ____________  ____________
CURRENT ASSETS:
  Cash in bank                             $  21,138    $  17,076
  Certificate of deposit
         - held to maturity                        -       20,096
                                        ____________  ____________
        Total Current Assets                  21,138       37,172
                                        ____________  ____________

PROPERTY AND EQUIPMENT, net                      566          368
                                        ____________  ____________

OTHER ASSETS:
  Organizational costs, net                      517          717
                                        ____________  ____________
                                                 517          717
                                        ____________  ____________
                                           $  22,221    $  38,257
                                        ____________  ____________
                                       
                                       
                     LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                         $   3,810    $   1,298
                                        ____________  ____________
        Total Current Liabilities              3,810        1,298
                                        ____________  ____________

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 2,305,500 shares
   issued and outstanding in 1998
    and 1997                                   2,306        2,306
  Capital in excess of par value              50,707       50,707
  Deficit accumulated during the
    development stage                        (34,602)     (16,054)
                                        ____________  ____________
        Total Stockholders' Equity            18,411       36,959
                                        ____________  ____________
                                           $  22,221    $  38,257
                                        ____________  ____________

  The accompanying notes are an integral part of these financial statements.

                                    -2-

<PAGE>
                      HEALTH BUILDERS INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
                                       
                           STATEMENTS OF OPERATIONS
                                       
                                       
                                       
                                                  From Inception on
                                For the Year Ended   July 3, 1996
                                   December 31,        Through
                              _____________________  December 31,
                                  1998      1997         1998
                              __________ __________   ___________
REVENUE                        $     541  $      -     $     541
                              __________ __________   ___________

EXPENSES:
  General and administrative      20,113    16,028        36,320
                              __________ __________   ___________

INCOME (LOSS) FROM OPERATIONS    (19,572)  (16,028)      (35,779)

OTHER INCOME:
  Interest                         1,024       153         1,177
                              __________ __________   ___________

LOSS BEFORE INCOME TAXES         (18,548)  (15,875)      (34,602)

CURRENT TAX EXPENSE                    -         -             -

DEFERRED TAX EXPENSE                   -         -             -
                              __________ __________   ___________
NET LOSS                       $ (18,548) $(15,875)    $ (34,602)
                              __________ __________   ___________
LOSS PER COMMON SHARE          $   (.01)  $   (.01)    $    (.02)
                              __________ __________   ___________
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
  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, 1998
                                       
                                                                     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       42,707             -

Net loss for the
 year ended
 December 31, 1997        -      -         -       -            -      (15,875)


                   ________  _____ _________  ______  ___________  _____________
BALANCE,
 December 31, 1997        -      - 2,305,500   2,306       50,707       (16,054)

Net loss for the
 year ended
 December 31, 1998        -      -         -       -            -       (18,548)
                   ________  _____ _________  ______  ___________  _____________
BALANCE,
 December 31, 1998        - $    - 2,305,500 $ 2,306     $ 50,707     $ (34,602)
                   ________  _____ _________  ______  ___________  _____________
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
   The accompanying notes are an integral part of this financial statement.

                                    -4-

<PAGE>
                      HEALTH BUILDERS INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
                           STATEMENTS OF CASH FLOWS
                                       
                                                          From Inception on
                                      For the Year Ended     July 3, 1996
                                         December 31,          Through
                                     ____________________    December 31,
                                        1998       1997         1998
                                     _________  _________  ________________
Cash Flows from Operating Activities: 
  Net loss                           $(18,548)  $(15,875)      $(34,602)
  Adjustments to reconcile net
   loss to net cash used by
   operating activities:
    Depreciation expense                   96          3             99
    Amortization expense                  200        200            483
    Changes in assets and
     liabilities:
    Increase in accounts
     payable                            2,513      1,230          3,812
                                     _________  _________  ________________
        Net Cash (Used) by
        Operating Activities          (15,739)   (14,442)       (30,208)
                                     _________  _________  ________________
Cash Flows from Investing Activities:
  Payments for organization
   costs                                    -          -         (1,000)
  Certificate of deposit, net          20,096    (20,096)             -
  Property, plant and equipment          (295)      (371)          (666)
                                     _________  _________  ________________
        Net Cash (Used) by
         Investing Activities          19,801    (20,467)        (1,666)
                                     _________  _________  ________________
Cash Flows from Financing Activities:
  Proceeds from common stock
   issuance                                 -     61,100         71,100
  Payment of stock offering
   costs                                    -    (11,718)       (18,088)
                                     _________  _________  ________________
        Net Cash Provided by
         Financing Activities               -     49,382         53,012
                                     _________  _________  ________________
Net Increase in Cash                    4,062     14,473         21,138

Cash at Beginning of Period            17,076      2,603              -
                                     _________  _________  ________________
Cash at End of Period                $ 21,138   $ 17,076       $ 21,138
                                     _________  _________  ________________
    
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, 1998
     None

  For the Year Ended December 31, 1997
     None

                                       
                                       
  The accompanying notes are an integral part of these financial statements.

                                   -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  significant
  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, 1998 and 1997 was $200 and $200 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.
  
  Recently Enacted Accounting Standards - SFAS No. 130, "Reporting Comprehensive
  Income",  SFAS  No.  131, "Disclosures about Segments  of  an  Enterprise  and
  Related  Information" SFAS No. 132, "Employer's Disclosure about Pensions  and
  Other  Postretirement  Benefits",  SFAS No. 133,  "Accounting  for  Derivative
  Instruments and Hedging Activities" and SFAS No.134, "Accounting for Mortgage-
  Backed Securities." were recently issued.  SFAS No. 130, 131, 132, 133 and 134
  have  no current applicability to the Company or their effect on the financial
  statements would not have been significant.

                                   -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:
  
                               Purchase   Amortized  Maturity
  Date Acquired Maturity Date    Value       Cost      Value
  _____________ _____________  ________  ___________  ________
   11/24/97       5/24/98       $20,000    $20,096     $20,475
                               ________  ___________  ________
                                $20,000    $20,096     $20,475
                               ________  ___________  ________
  
  At  the  maturity date the certificate of deposit was redeemed.  At December
  31, 1998 the Company was not holding any certificates of deposit.
  
NOTE 3 - PROPERTY AND EQUIPMENT

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

                                       December 31,
                                   ___________________
                                      1998      1997
                                   _________ _________
       Equipment                     $  665   $   371
       Less Accumulated
        Depreciation                    (99)       (3)
                                   _________ _________
                                     $  566   $   368
                                   _________ _________
  
  Depreciation expense for the years ended December 31, 1998 and 1997 was $96
  and $3 respectively.
  
NOTE 4 - CAPITAL STOCK
  
  Common  Stock  -  During September 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, 1998 and 1997.

                                    -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, 1998, the Company  has  available
  unused  operating loss carryforwards  of approximately $35,000, which  may  be
  applied against future taxable income and which expire in 2012 through 2013.
  
  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  $11,900  and
  $5,400  as  of  December 31, 1998 and 1997, respectively, with  an  offsetting
  valuation allowance at each year end of the same amount resulting in a  change
  in the valuation allowance of approximately $6,500 during 1998.
  
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 $1,244 and $3,923 in consulting fees  during
  1998 and 1997 respectively.
  
  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>
                      HEALTH BUILDERS INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
                         NOTES TO FINANCIAL STATEMENTS

NOTE 8 - EARNINGS (LOSS) PER SHARE
  
  The  following data show the amounts used in computing income (loss) per share
  and the effect on income and the weighted average number of shares of dilutive
  potential common stock for the years ended December 31, 1998 and December  31,
  1997 and from inception on July 3, 1996 through December 31, 1998:
  
                                          For the          From Inception
                                         Year Ended          on July 3,
                                         December 31,       1990 Through
                                   _______________________  December 31,
                                      1998         1997         1998
                                   __________   __________   ____________
    Income (loss) available to
      common stockholders used
      in income (loss) per share   $ (18,548)   $ (15,875)    $  (34,602)
                                   __________   __________   ____________
    Weighted average number of
      common shares outstanding
      used in earnings per share
      during the period            2,305,500    2,089,558      2,160,754
                                   __________   __________   ____________
  
  Dilutive  earnings per share was not presented, as the Company had  no  common
  equivalent  shares for all periods presented that would effect the computation
  of diluted earnings (loss) per share.

                                         -9-  
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