<PAGE>






































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

                                FORM 10-QSB
                                     
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

     For the quarterly period ended January 31, 1999

[ ]  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)

                            4843 Wallace Lane 
                        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:
                             January 31, 1999

                                 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 of
the following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.

<PAGE>
                       SIERRA HOLDINGS GROUP, INC.
                      (A Development Stage Company)
                                    
                          FINANCIAL STATEMENTS
                                    
                  January 31, 1999 and October 31, 1998
<PAGE>
<TABLE>        
                       SIERRA HOLDINGS GROUP, INC.
                      (A Development Stage Company)
                            Balance Sheets
<CAPTION>

                                  ASSETS

                                         January 31,   October 31,  
                                            1999           1998       
                                         (Unaudited)
<S>                                      <C>         <C>
CURRENT ASSETS

 Cash                                    $    3,517  $    1,156

  Total Current Assets                        3,517       1,156

  TOTAL ASSETS                           $    3,517  $    1,156


             LIABILITIES AND STOCKHOLDERS  EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                        $    3,072  $      615
 Shareholder loan payable (Note 2)           16,500      10,000
 Accrued interest payable                       905         575

  Total Liabilities                          20,477      11,190

STOCKHOLDERS  EQUITY (DEFICIT)

 Common stock: 100,000,000 shares 
  authorized of $0.001 par value, 
  9,326,744 shares issued and
  outstanding                                 9,327       9,327
 Capital in excess of par value              78,950      78,950
 Deficit accumulated during development 
  stage                                    (105,237)    (98,311)

  Total Stockholders  Equity (Deficit)      (16,960)    (10,034)

  TOTAL LIABILITIES, AND STOCKHOLDERS 
   EQUITY (DEFICIT)                      $    3,517  $    1,156
</TABLE>
<TABLE>
                       SIERRA HOLDINGS GROUP, INC.
                      (A Development Stage Company)
                        Statements of Operations
                               (Unaudited)
<CAPTION>
                                                       From       
                                                   Inception on  
                                                   December 26, 
                       For the Three Months Ended  1986 Through 
                               January 31,          October 31,  
                            1999         1998          1999       
<S>                        <C>         <C>          <C>
REVENUES                    $   -      $     -      $    -     

EXPENSES                         6,926       10,086    (105,237)

NET LOSS                    $   (6,926)$    (10,086)$  (105,237)

BASIC LOSS PER SHARE        $    (0.00)$      (0.09)

WEIGHTED AVERAGE NUMBER
 OF SHARES                   9,327,744      118,132
</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 year ended
 October 31, 1998          -           -          -      (40,345)

Balance, 
 October 31, 1998       9,326,744    9,327     78,950    (98,311)

Net loss for the three 
 months ended January 
 31, 1999 (unaudited)      -           -          -       (6,926)

Balance for the three 
 months ended January 
 31, 1999 (unaudited)   9,326,744  $ 9,327    $78,950  $(105,237)
</TABLE>
<TABLE>
                       SIERRA HOLDINGS GROUP, INC.
                      (A Development Stage Company)
                        Statements of Cash Flows
                               (Unaudited)
<CAPTION>                                                     
                                                       From       
                                                   Inception on  
                                                   December 26, 
                       For the Three Months Ended  1986 Through 
                               January 31,          October 31,  
                            1999         1998          1999       
<S>                        <C>         <C>          <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES
                                                     
  
 Net loss                   $   (6,926) $   (10,086) $(105,237)
 Adjustments to reconcile 
 net loss to net cash (used) 
 by operating activities:
  Depreciation and amortization    -            -        3,496
  Stock issued for services        -            -       71,790
 Changes in assets and liabilities:
  Increase in organization costs   -            -       (1,065)
  Increase in accounts payable   2,458       10,086      3,072
  Increase in accrued interest 
  payable                          330          -          905
  Increase in taxes payable        -            -          -     

  Net Cash (Used) by
   Operating Activities         (4,138)         -      (27,039)

CASH FLOWS FROM INVESTING
 ACTIVITIES

 Purchase of equipment             -            -       (4,887)

  Net Cash (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          -          3,000      18,000
 Proceeds of loan from 
  shareholder                    6,500          -        19,325

  Net Cash Provided by
   Financing Activities     $    6,500  $     3,000    $ 35,443

NET INCREASE IN CASH        $    2,362  $     3,000    $  3,517

CASH AT BEGINNING OF PERIOD      1,155          -           -     

CASH AND END OF PERIOD      $    3,517  $     3,000    $  3,517

Cash Payments For:

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

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
                   January 31, 1999 and October 31, 1998

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.  Basic Loss Per Share

  The computations of basic 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.

NOTE 2 - RELATED PARTY TRANSACTIONS

  A shareholder loaned the Company $16,500 to cover operating
  expenses.  The note payable is unsecured, due on demand and accrues
  interest at 12% annually.  Accrued interest payable at January 31,
  1999 and October 31, 1998 was $591 and $575, respectively.

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 year ended October 31, 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 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 January 31, 1999. During this
period, the Company received no revenues. During the same period, total
expenses were $6,926; the Company incurred a loss from operations of ($6,926)
during the three months ended January 31, 1999.

          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
business venture. Management expects that the Company's cash on hand of $3,517
at January 31, 1999, will not 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 January 31, 1999, the Company
had no business operations. During this period, the Company received total
revenues of $0 and had a loss from operations of ($6,926).

Liquidity.

          At January 31, 1999, the Company had total current assets of
$3,517 and total liabilities of $20,477.

Year 2000.

          The Company presently has no material operations, and is presently
seeking a suitable candidate for a merger or acquisition transaction.  Due to
its very limited activities and assets, management does not believe that the
change of year to the year 2000 will have any material effect on its business,
results of operations or financial condition.

         In seeking out a merger or acquisition target, the Company will take
into account the ways in which the Year 2000 may materially affect the
operations of any such target.  However, until such an entity has been
identified, management can not accurately predict how (if at all) the Year
2000 issue may affect the operations of the reorganized Company.  At such time
as the Company completes such a reorganization, it will timely disclose all
material Year 2000 issues in the appropriate filing with the Securities and
Exchange Commission.

         For the foregoing reasons, the Company has determined that the
potential consequences of the Year 2000 would not have a present material
effect on its business, results of operations or financial condition.

                        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: 2/24/99                           By:/s/Steven D. Moulton
                                           Steven D. Moulton 
                                           Director and President


Date: 2/24/99                           By:/s/Michelle Wheeler
                                           Michelle Wheeler 
                                           Director and                
                                           Secretary/Treasurer