<PAGE>
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            U. S. Securities and Exchange Commission 
                     Washington, D. C. 20549

                          FORM 10-QSB-A1

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

     For the quarterly period ended July 31, 1998

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

     For the transition period from ____________  to____________

                   Commission File No. 0-23995

                   SIERRA HOLDINGS GROUP, INC.
                         ---------------------------
          (Name of Small Business Issuer in its Charter)

          NEVADA                                    87-0576421
          ------                             ----------
(State or Other Jurisdiction of              (I.R.S. Employer I.D. No.)
incorporation or organization)

                    5445 South Highland Drive 
                   Salt Lake City, Utah 84117 
                   ---------------------------
             (Address of Principal Executive offices)

            Issuer's Telephone Number: (801) 278-2805

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

(1) Yes  X  No___             (2) Yes ___   No  X 

<PAGE>

        APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY 
           PROCEEDINGS DURING THE PRECEDING FIVE YEARS

                         Not applicable.



               APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
<PAGE>
                          July 31, 1998

                            9,326,744

                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.
     
          The Financial Statements of the Registrant required to be filed
with this 10-QSB Quarterly Report were prepared by management, and commence on
the following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.

<PAGE>
<TABLE>                       SIERRA HOLDINGS GROUP, INC.
                      (A Development Stage Company)
                             Balance Sheets
<CAPTION>
                                 ASSETS

                                         July 31,   October 31,  
                                         1998         1997       
                                         (Unaudited)   
<S>                                     <C>         <C>
CURRENT ASSETS

 Cash                                    $    9,524  $   -     

  Total Current Assets                        9,524      -     

  TOTAL ASSETS                           $    9,524  $   -     

             LIABILITIES AND STOCKHOLDERS  EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                        $      750  $      489
 Taxes payable                               -              200
 Shareholder loan payable (Note 2)           10,000      -     
 Accrued interest payable                       300      -     

  Total Liabilities                          11,050         689

STOCKHOLDERS  EQUITY (DEFICIT)

 Common stock: 100,000,000 shares 
  authorized of $0.001 par value, 
  9,326,744 and 18,132 shares
  issued and outstanding, respectively        9,327          19
 Capital in excess of par value              78,950      57,258
 Deficit accumulated during the development 
  stage                                     (89,803)    (57,966)

  Total Stockholders  Equity (Deficit)       (1,526)       (689)

  TOTAL LIABILITIES, AND STOCKHOLDERS 
   EQUITY (DEFICIT)                      $    9,524  $   -     
</TABLE>
<TABLE>
                       SIERRA HOLDINGS GROUP, INC.
                      (A Development Stage Company)
                        Statements of Operations
                               (Unaudited)
<CAPTION>
                                                                    From       
                                                                  Inception on 
                               For the             For the        December 26,
                         Nine Months Ended Three Months Ended  1986 Through
                              July 31,          July 31,          July 31,     
                       1998        1997     1998        1997       1998       
<S>                    <C>       <C>        <C>       <C>       <C>
REVENUES               $   -      $    -     $    -    $    -     $   -     

EXPENSES                31,837         114      3,685       -      87,443

LOSS FROM OPERATIONS   (31,837)       (114)    (3,685)      -     (87,443)

LOSS FROM DISCONTINUED
 OPERATIONS                -           -          -         -      (2,360)

NET LOSS              $(31,837)   $   (114)  $ (3,685)  $   -    $(89,803)

LOSS PER SHARE        $  (0.00)   $  (0.01)  $  (0.00)  $  (0.00)

WEIGHTED AVERAGE
 NUMBER OF SHARES    8,776,885      18,132  9,326,744     18,132
</TABLE>
<TABLE>
                          SIERRA HOLDINGS GROUP, INC.
                         (A Development Stage Company)
                 Statements of Stockholders  Equity (Deficit)
<CAPTION> 
                                                             Deficit        
                                                           Accumulated  
                                               Capital in   During the    
                               Common Stock     Excess of  Development  
                             Shares     Amount  Par Value     Stage        
<S>                         <C>         <C>      <C>        <C>
Balance at inception
 on December 26, 1986             -      $     -   $    -    $     -     

Shares issued for cash
 at $7.50 per share               667          1      4,999        -     

Partial liquidating
 dividend - April 17, 1987        -            -     (2,484)       -          

Net loss for the year ended
 October 31, 1987                 -            -        -         (910)
 
Balance, October 31, 1987        667           1      2,515       (910)

Net loss for the year ended
 October 31, 1988                -             -        -       (1,701)

Balance, October 31, 1988        667           1      2,515     (2,611)

Net income for the year ended
 October 31, 1989                -             -        -          251

Balance, October 31, 1989        667           1      2,515     (2,360)

Contribution and cancellation 
 of shares by officers of the 
 Company                        (465)          -        -          -     

Shares issued for services
 valued at $3.00 per share     1,697           2      5,088        -     

Expenses paid on behalf of the
 Company by a shareholder        -             -        304        -     

Net loss for the year ended
 October 31, 1990                -             -        -       (5,650)

Balance, October 31, 1990      1,899           3      7,907     (8,010)

Net loss for the year ended
 October 31, 1991                -             -        -         (100)

Balance,  October 31, 1991     1,899      $    3  $   7,907   $ (8,110)

Shares issued for services
 valued at $3.00 per share     2,900           3      8,697        -     

Shares issued in acquisition 
 of Nature Talks Corp. valued 
 at $3.00 per share            3,333           3      9,997        -     

Net loss for the year ended
 October 31, 1992                -             -        -      (19,275)

Balance, October 31, 1992      8,132           9     26,601    (27,385)

Net loss for the year ended
 October 31, 1993                -             -        -         (100)

Balance, October 31, 1993      8,132           9     26,601    (27,485)

Net loss for the year ended
 October 31, 1994                -             -        -         (100)

Balance, October 31, 1994      8,132           9     26,601    (27,585)

Net loss for the year ended
 October 31, 1995                -             -        -         (107)

Balance, October 31, 1995      8,132           9     26,601    (27,692)

Shares issued for services
 valued at $3.00 per share    10,000          10     29,990        -     

Expenses paid on behalf of the
 company by a shareholder        -             -        667        -     

Net loss for the year ended
 October 31, 1996                -             -        -      (30,160)

Balance, October 31, 1996     18,132          19     57,258    (57,852)

Net loss for the year ended
 October 31, 1997                -             -        -         (114)

Balance, October 31, 1997     18,132      $   19  $  57,258   $(57,966)

Issuance of fractional shares 
 for 1-for-300 reverse stock 
 split                         7,375           7         (7)      -     

Shares issued for cash at 
 $0.01 per share             300,000         300      2,700       -     

Issuance of fractional 
 shares for 1-for-10 reverse 
 stock split                   1,237           1         (1)      -     

Shares issued for services 
 valued at $0.003 per 
 share                     6,000,000       6,000     12,000       -     

Shares issued for cash at 
 approximately $0.003 per 
 share                     3,000,000       3,000      7,000       -     

Net loss for the nine 
 months ended July 31, 1998       -             -        -     (31,837)

Balance, July 31, 1998     9,326,744     $ 9,327  $  78,950  $(89,803)
</TABLE>
<TABLE>
                          SIERRA HOLDINGS GROUP, INC.
                         (A Development Stage Company)
                           Statements of Cash Flows
                                  (Unaudited)
<CAPTION>
                                                                    From       
                                                                  Inception on 
                               For the             For the        December 26,
                         Nine Months Ended Three Months Ended  1986 Through
                              July 31,          July 31,          July 31,     
                       1998        1997     1998        1997       1998       
<S>                    <C>       <C>        <C>       <C>       <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:

  Net loss             $(31,837) $   (114) $ (3,685) $    -     $(89,803)
  Organization costs        -         -         -         -       (1,065)
  Depreciation and 
  amortization              -         -         -         -        3,496
  Stock issued for 
  services               18,000       -         -         -       71,790
  Changes in assets and 
  liabilities:
   Increase (decrease) 
   in accounts payable      261        14      (675)      -          750
   Increase (decrease) 
   in accrued interest      300       -         300       -          300
   Increase (decrease) 
   in taxes payable        (200)      100       -         -          -     

 Cash Provided (Used) by
 Operating Activities   (13,476)      -      (4,060)      -      (14,532)

CASH FLOWS FROM INVESTING
 ACTIVITIES:

  Purchase of equipment     -         -         -         -       (4,887)

Cash Provided (Used) by
Investing Activities        -         -         -         -       (4,887)

CASH FLOWS FROM FINANCING
 ACTIVITIES:

  Disbursement of partial
   liquidating dividend     -         -         -         -       (2,484)
  Capital contributed by 
   stockholders             -         -         -         -          971
  Non-cash sale of video 
   cassettes                -         -         -         -         (369)
  Issuance of common
   stock                 13,000       -         -         -       18,000
  Repayment of loan 
   from shareholder      (2,000)      -         -         -       (2,000)
  Proceeds of loan from 
   shareholder           12,000       -         -         -       14,825

Cash Provided (Used) by
Financing Activities   $ 23,000    $  -      $  -     $   -     $ 28,943

NET INCREASE (DECREASE)
 IN CASH               $  9,524    $  -      $(4,060) $   -     $  9,524

CASH AT BEGINNING OF
 PERIOD                     -         -       13,584      -          -     

CASH AT END OF PERIOD  $  9,524    $  -      $ 9,524  $   -     $  9,524

Cash Payments For:

  Income taxes         $    -      $  -      $   -    $   -     $   -     
  Interest             $     75    $  -      $   -    $   -     $     75

Non-Cash Financing Activities:

  Exchange of video 
   cassettes in lieu 
   of note payable     $    -      $  -      $   -    $   -      $  369
</TABLE>
                       SIERRA HOLDINGS GROUP, INC.
                      (A Development Stage Company)
                    Notes to the Financial Statements
                   July 31, 1998 and October 31, 1997


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  a.  Organization

The financial statements presented are those of Sierra Holdings Group, Inc.
(formerly Sierra International, Inc.)  The Company was incorporated as
Celebrity Videos, Inc. under the laws of the State of Utah on December 26,
1986.  On April 17, 1987, the Company was  spun off of Loki Holding
Corporation (formerly Dynamic Video, Inc.) in a partial liquidating dividend. 
On July 18, 1990, the Company changed its name to Vegas Gaming Services, Inc. 
On April 15, 1992, the Company changed its name to Nature Talks Corporation.

At a meeting on November 18, 1997, the shareholders approved a proposal to
reverse stock split the outstanding common shares at a rate of 1 share for
every 300 shares outstanding, with no stockholders  holdings to be reduced
below 50 shares as a result of such reverse split.  All references to shares
outstanding and loss per share have been retroactively restated to reflect the
reverse stock split.  On November 26, 1997, the Company changed its name to
Sierra International, Inc.

At a meeting on February 9, 1998, the shareholders approved a proposal to
reverse stock split the outstanding common shares at a rate of 1 share for
every 10 shares outstanding, with no stockholders  holdings to be reduced
below 50 shares as a result of such reverse split.  All references to shares
outstanding and earnings per share have been retroactively restated to reflect
the reverse stock split.

On February 13, 1998, Sierra International, Inc. merged with Sierra Holdings
Group, Inc. changing the Company s state of incorporation from Utah to Nevada
and its name to Sierra Holdings Group, Inc. (SHG).  Accordingly, SHG became
the continuing entity for accounting purposes, and the transaction was
accounted for as a recapitalization of the Company with no adjustment to the
basis of the Company's assets or liabilities assumed by SHG.  For legal
purposes, SHG was the surviving entity.

  b.  Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting.  The Company has adopted an October 31 year end.

  c.  Loss Per Share

The computations of loss per share of common stock are based on the weighted
average number of shares issued and outstanding during the period of the
financial statements.

  d.  Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statement and
the reported amounts of revenues and expenses during the reporting period. 
Actual results could differ from those estimates.
                                    
  e.  Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

  f.  Unaudited Financial Statements

The accompanying unaudited financial statements include all of the adjustments
which, in the opinion of management, are necessary for a fair presentation. 
Such adjustments are of a normal, recurring nature.

NOTE 2 - RELATED PARTY TRANSACTIONS

A shareholder loaned the Company $10,000 to cover operating expenses.  The
note payable is unsecured, due on demand and accrues interest at 12% annually. 
Accrued interest payable at July 31, 1998 was $300.

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern. 
It is the intent of the Company to seek a merger with an existing, operating
company.  In the interim, shareholders of the Company have committed to
meeting its minimal operating expenses.

NOTE 4 - ISSUANCE OF STOCK

During the year ended October 31, 1987, the Company issued 667 shares of
common stock for $5,000 cash.

During the year ended October 31, 1990, shareholders of the Company
contributed 465 shares of common stock back to the Company.  In addition,
1,697 shares of common stock were issued for services valued at an average
price of $3.00 per share.

During the year ended October 31, 1992, the Company issued 2,900 shares of
common stock for services valued at an average price of $3.00 per share.  In
addition, the Company issued 3,333 shares of common stock in the acquisition
of Nature Talks Corporation.

During the year ended October 31, 1996, the Company issued 10,000 shares of
common stock for services valued at $3.00 per share.

During the four months ended February 28, 1998, the Company issued 7,375
fractional shares of common stock as a result of the 300-to-1 reverse stock
split.  The Company also issued 300,000 post 300-to-1 reverse stock split
shares of common stock for $3,000 cash.  In addition, the Company issued 1,237
fractional shares of common stock as a result of the 10-to-1 reverse stock
split.  Finally, 6,000,000 post-split shares of common stock were issued for
services valued at $18,000 and 3,000,000 post-split shares of common stock
were issued for $10,000 cash.

<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of operation.

Plan of Operation.

          The Company has not engaged in any material operations since its
inception or during the quarterly period ended July 31, 1998. During this
period, the Company received no revenues. During the same period, total
expenses were $3,685; the Company incurred a loss from current operations of
$3,685 during the three months ended July 31, 1998.

          The Company's plan of operation for the next 12 months is to
continue to seek the acquisition of assets, properties or businesses that may
benefit the Company and its stockholders. Management anticipates that to
achieve any such acquisition, the Company will issue shares of its common
stock as the sole consideration for such acquisition.

     During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
<PAGE>
business venture. Management expects that the Company's cash on hand of $9,524
at July 31, 1998, will be sufficient to meet these requirements. If additional
moneys are needed, they may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Report, it is impossible to predict
the amount of any such loan. However, any such loan will not exceed $25,000
and will be on terms no less favorable to the Company than would be available
from a commercial lender in an arm's length transaction. As of the date of
this Report, the Company has not begun seeking any acquisition.

Results of Operations.

          During the quarterly period ended July 31, 1998, the Company had
no material business operations. During this period, the Company received
total revenues of $0 and had a loss from operations of $3,685.

Liquidity.

          At July 31, 1998, the Company had total current assets of $9,524
and total liabilities of $11,050.

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None; not applicable.

Item 2.   Changes in Securities.

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.

          None; not applicable.

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

          None; not applicable.

Item 5.   Other Information.

          None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.

          (a) Exhibits.

          Financial Data Schedule.

          (b) Reports on Form 8-K.

          None.

<PAGE>


                            SIGNATURES
          Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                        SIERRA HOLDINGS GROUP, INC.



Date: 10-16-98                                By: /s/ Steven D. Moulton
      --------                                      ---------------------
                                                Steven D. Moulton 
                                           Director and President


Date: 10-16-98                               By: /s/ Michelle Wheeler
     --------                                      --------------------
                                            Michelle Wheeler 
                                           Director and                
                                                   Secretary/Treasurer