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 AND
EXCHANGE ACT OF 1934
             For the quarterly period ended June 30, 1997

                             OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934     
               Commission file number 002-97690-D

                     Kara International, Inc.
           (Name of Small Business Issuer as specified in its charter)

     Nevada                                           87-0421191
     (State of other jurisdiction of      (I.R.S. employer identification No.)
      Incorporation or organization)

                 897 South Artistic Circle, Springville, UT 84663
                      (Address of principal executive offices)

         Registrant's telephone no., including area code: (801) 489-3238

      Securities registered pursuant to Section 12(b) OF The Exchange Act:
                                     None

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                                     None

Check whether the Issuer (1) has filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act 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.       Yes X     No

Common Stock outstanding at August 8, 1997 - 4,559,761 shares at $.001 par 
value Common Stock.
<PAGE>

                          PART 1  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 together with Related 
Notes.  In the opinion of management, the Financial Statements fairly present 
the financial condition of the Registrant. 

<TABLE>
                             KARA INTERNATIONAL, INC.
                          [A Development Stage Company]

                            CONDENSED BALANCE SHEETS
                                 [ Unaudited ]

<CAPTION>                                 ASSETS
                            June 30, 1997          Dec. 31, 1996
                              __________             ___________
<S>                     <C>                    <C>
CURRENT ASSETS:              
    Cash                            9,591                    163     
       Total Current Assets         9,591                    163
     
OTHER ASSETS:                           -                 -
                              ___________             ___________

                              $     9,591                    163
                              ___________             ___________

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES: 
     Accounts payable         $       547                    723
     Advance from shareholder       4,749                  4,749
                              ___________              ___________
Total Current Liabilities           5,296                  5,472
                              ___________              ___________
                                   
STOCKHOLDERS' EQUITY (DEFICIT):
   Preferred stock                    -                   -
   Common stock                     4,560                  2,049
   Capital in excess of 
    par value                   1,137,617               1,120,128
   Retained Earnings (deficit) (1,134,783)             (1,134,783)
   Earnings (deficit) 
    accumulated during the 
    development stage              (3,099)                  7,297
     
Total Stockholders' Equity 
    (Deficit)                       4,295                  (5,309)
                              ___________                ___________
                              $     9,591                $    163                                   
                              ___________                ___________

</TABLE>
The accompanying notes are an integral part of these financial statements.
NOTE: The balance sheet at December 31, 1996 was taken from the
    audited financial statements at that date and condensed.

                                     2
<PAGE>
<TABLE>
                           KARA INTERNATIONAL, INC.
                         [A Development Stage Company]

                      CONDENSED STATEMENTS OF OPERATIONS

                                [Unaudited]

<CAPTION>
                              For the Three   For the Six     Cumulative From
                              Months Ended    Months Ended    January 1, 1989
                                 June 30        June 30       through June 30,
                              1997     1996  1997     1996         1997
                              ______  ______  _____    _____     ____________
<S>                        <C>        <C>    <C>      <C>      <C>
REVENUE                          $  --           $  --           $   --
                              ______________  ______________     ____________

EXPENSES:
 General and administration    9,024   1,342  10,396    1,365          17,424
 Interest Expense                   --              --                161,459
                               _____________  _______________    ____________
  Total Expenses               9,024   1,342  10,396    1,365         195,585
                               _____________  _______________    ____________  

LOSS FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES AND 
 DISCONTINUED OPERATIONS      (9,024) (1,342) (10,396) (1,365)       (195,585)

CURRENT INCOME TAX EXPENSE          --               --                  --

DEFERRED INCOME TAX EXPENSE         --               --                  --     

(LOSS) BEFORE DISCONTINUED 
  OPERATIONS                 ________________ ________________    ___________
                              (9,024) (1,342) (10,396) (1,365)       (195,585)
(LOSS) FROM OPERATIONS OF 
  DISCONTINUED SUBSIDIARY 
  (NO TAX EFFECT)                   --               --               (10,904)

GAIN ON DISPOSAL OF 
  DISCONTINUED SUBSIDIARY           --               --               203,390
                             ________________ _________________   ____________

NET INCOME (LOSS)            $(9,024) (1,342) (10,396) (1,365)    $   (3,099) 

</TABLE>
The accompanying notes are an integral part of these financial statements.

                                         3
<PAGE>
<TABLE>
                             KARA INTERNATIONAL, INC.
                          [A Development Stage Company]
                       CONDENSED STATEMENTS OF CASH FLOWS

                                  (Unaudited)

                                  For the Six    For the Six   From Inception On
                                  Months Ended   Months Ended   January 1, 1989
                                  June 30, 1997  June 30, 1997  June 30, 1997
                                 ______________  _____________ _________________

<S>                              <C>             <C>            <C>
Cash Flows to Operating Activites
  Net income (loss)                 $ (10,396)      $  (1,365)      $  (3,099)
Adjustments to reconcile net loss
  Non-cash expenses (income)                --             --         (14,505)
  Changes in Assets and Liabilities
   Accounts Payable                      (154)          1,325           1,795 

Net Cash Flows to Operating Activities (10,550)           (40)        (15,809)

Cash Flows to Investing Activities
  Net Cash to Investing Activites           --              --              --

Cash Flows from Financing Activities                    
  Proceeds from common stock issuance   20,000              --         20,000
  Advances by shareholders                  --              --          6,648

Net Cash From Financing Activities      20,000              --         26,648

Net Increase (Decrease) in Cash          9,450             (40)         9,591

Cash at Beginning of Period                141             163              --
                                       _______           ______        ________
Cash at End of Period                  $ 9,591           $ 573        $ 9,591
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                         4

<PAGE>

                           KARA INTERNATIONAL, INC.
                        [A Development Stage Company]

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed Financial Statements - The accompanying financial statements have 
been prepared by the Company without audit.  In the opinion of management, all 
adjustments (which include only normal recurring adjustments) necessary to 
present fairly the financial position and results of operations at June 30, 
1997 and for all the periods presented have been made.
        
Certain information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted.  It is suggested that these 
condensed financial statements be read in conjunction with the financial 
statements and notes thereto included in the Company's December 31, 1996 
audited financial statements.  The results of operations for the period ended 
June 30, 1997 are not necessarily indicative of the operation results for the 
full year.

Organization - The Company was incorporated in the State of Nevada under the 
name of R & D Connections on April 22, 1985.  The Company completed a public 
offering of common stock during 1986.  On September 22, 1986, the Company 
acquired all of the outstanding shares of Kara Incorporated, a Utah 
corporation, that manufactured and marketed candy, and changed its name to 
Kara International, Inc. [the Company].  From September 1986, the Company 
commenced operating the business of marketing and developing confectionary 
products.  The Company abandoned its subsidiary operation during the last 
quarter of 1988.  The Company is not currently engaged in any business 
activity, but is seeking potential investments or business acquisitions and 
consequently is considered a developmental stage company as defined in SFAS 
No. 7.  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.

Accounting Estimates - The preparation of the financial statements in 
conformity with generally accepted accounting principles requires management 
to make estimates and assumptions that affect the reported amounts of assets 
and liabilities, the disclosures of contingent assets and liabilities at the 
date of the financial statements and the reported amount of revenues and 
expenses during the reporting period.  Actual results could differ from those 
estimated.

Stock Split  - During January 1995, the Board of Directors authorized a 1 for 
250 reverse stock split of the issued and outstanding common shares of the 
Company.  The Company retained the authorized shares at 50,000,000 shares with 
the par value at $.001 per share.  The financial statements for all periods 
presented have been restated to reflect the effect of the common stock split.  
During April 1997, the Board of Directors authorized a 1 for 5 reverse stock 
split of all issued and outstanding common shares of the Company.  The Company 
retained the authorized shares at 50,000,000 shares with the par value at 
$.001 per share.

NOTE 2 - RELATED PARTY TRANSACTIONS

Rent - The Company has not had a need to rent office space.  An officer of the 
Company is allowing the Company to use his address, as needed, at no expense 
to the Company.

Stock Issued - In January, 1995, the Company issued 1,899,048 shares to 
shareholders and officers to reduce shareholder advances.

                                   5 
<PAGE>

                         KARA INTERNATIONAL, INC.
                       [A Development Stage Company]

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


Management Compensation - During the periods presented the Company did not pay 
any compensation to its officers and directors.

NOTE 3 - DISCONTINUED OPERATIONS

On September 22, 1986, the Company acquired all of the outstanding shares of 
Kara Incorporated, a Utah corporation, by the issuance of 35,967 (restated) 
shares of the Company stock to the shareholders of Kara Incorporated in a tax 
free reorganization wherein Kara Incorporated became a wholly-owned subsidiary 
of the Company.  The business combination was accounted for using the purchase 
method of accounting.  The investment in the subsidiary was recorded in the 
financial statements based on the net asset value of the subsidiary at June 
30, 1986, which was $146,992.  Kara Incorporated manufactured and marketed 
candy.  The Company operated its subsidiary candy company through 1988.  
During the last quarter of 1988, the Company abandoned and discontinued all of 
its candy manufacturing and marketing operations.  All of the assets of the 
company were foreclosed and used to satisfy liabilities at the point in time 
when the company discontinued all of its candy manufacturing end marketing 
operations.  All of the assets of the company were foreclosed and used to 
satisfy liabilities.  At the point in time when the company discontinued its 
operations, there were 69,762 shares of common stock issued and outstanding.  
The Company also had certain notes payable that were not satisfied from the 
discontinued operation.  During 1994, in settlement of a judgment from the 
court, the Company issued 80,000 shares of common stock to satisfy the notes 
payable including principal of $270,000 and accrued interest of $161,459.  The 
discontinued operations have been segregated on the Statements of Operations.  
There was a $203,390 gain recorded during 1989 for the disposal of the 
discontinued operations.

NOTE 4 - COMMON STOCK

Public Stock Offering - The Company previously completed a public offering of 
10,615 shares of its authorized but unissued common stock.  The offering was 
registered on Form S-18 in accordance with the Securities Act of 1933.  Total 
proceeds of the offering amounted to $265,360 and stock offering costs of 
$68,251 were offset against capital in excess of par value.

Debt Cancellation - During November, 1994, the Company issued 80,000 shares of 
common stock as payment in full for a judgment related to a note payable of 
$270,000 and related accrued interest of $161,459.

Officer/Shareholder - In January, 1995, the Company issued 1,899,048 shares of 
common stock to shareholders and officers to repay previous advances made by 
the shareholders.  Pursuant to a resolution dated February 28, 1997, the 
company issued 2500 shares of "unregistered and restricted" common stock to
current shareholders and officers of the company.

Stock Split - During January 1995, the Board of Directors authorized a 1 for 
250 reverse stock split of all the issued and outstanding common shares of the 
Company.  The Company retained the authorized shares at 50,000,000 shares with 
the par value at $.001 per share.  The financial statements for all periods 
presented have been restated to reflect the reverse split.  During April 1997, 
the Board of Directors authorized a 1 for 5 reverse stock split of all issued 
and outstanding common shares of the Company.  The Company retained the 
authorized shares at 50,000,000 shares with the par value at $.001 per share.

Stock Issuance - During April 1997, the Company issued pre-split 250,000 S-8
common shares to consultants pursuant to "Consultant Compensation Agreement 
No. 1".  The shares were registered on Form S-8 with the SEC on March 17, 1997.
The Company issued 4,000,000 post-split shares of its "unregistered" and 
"restricted" common stock to the appointed sole officer, David N. Nemelka, in 
consideration of the sum of $20,000 cash, effectively passing control (90%) to 
the new officer.  Consequently, the Board of Directors unanimously accepted the 
resignation of all current directors and executive officers and appointed a new
officer to serve as sole director, president and secretary of the Company.
       
                                        6
<PAGE>

NOTE 5 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with 
generally accepted accounting principles which contemplate continuation of the 
Company as a going concern.  However, the Company has incurred losses since 
inception, has expended most of its working capital and has not yet been 
successful in establishing profitable operations.  These factors raise 
substantial doubt about the ability of the Company to continue as a going 
concern.  In this regard, management is proposing to raise additional funds 
through loans and/or through additional sales of its common stock or through 
the acquisition of another company by issuing common stock.  There is no 
assurance that the Company will be successful in raising this additional 
capital.

The financial statements do not include any adjustments relating to the 
recoverability and classification of recorded asset amounts or the amounts and 
classification of liabilities that might be necessary should the company be 
unable to obtain additional financing or establish profitable operations.

NOTE 6 - CONTINGENCIES

During 1989, the Company discontinued the candy manufacturing and marketing 
operations of its subsidiary.  Management believes that the Company is not liabl
e for any existing liabilities related to its former operations and subsidiary 
but the possibility exists that creditors and others seeking relief from the 
subsidiary may also include the Company in claims and suits pursuant to the 
parent subsidiary relationship which existed between the Company and its 
subsidiary.  The Company is not currently named in any such suits nor is it 
aware of any such suits against is former subsidiary.  It is the belief of 
Management and their Counsel that the Company would be successful in defending 
against any such claims and that no material negative impact on the financial  
position of the Company would occur.  Management and counsel further believe 
that with the passage of time the likelihood of any such claims being raised 
is becoming more remote and that various Statutes of Limitations should 
provide adequate defenses for the Company.  Consequently, the financial 
statements do not reflect any accruals or allowances for any such claims.

The Company has approximately 340 shares of common stock outstanding for which 
it is unable to identify a shareholder.  The Company is contingently liable 
should the unidentified shares someday be traded to a third party.  The shares 
are not included in the outstanding stock of the Company.

NOTE 7 - SUBSEQUENT EVENTS

None

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Plan of Operation

The Company has not engaged in material operations during the quarterly period 
ended June 30, 1997 or since the last quarter of 1988 when the Company 
abandoned and discontinued the operations of its wholly-owned subsidiary.

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, which the Company expects to pay from advances from management.

                                        7
<PAGE>

Results of Operations

The Company did not engage in any business activities during the quarters 
ended June 30, 1997 and 1996, nor the year ended December 31, 1996.  General 
and administrative expenses for the three months ended June 30, 1997 and 1996 
were $9,024 and $1,342, respectively, and for the six months ended June 30, 
1997 and 1996, were $10,396 and $1,365, respectively.  These increased 
expenses related primarily to bringing the Company's financial statements 
current, legal fees handling the stock purchase by David N. Nemelka and 
related expenses.

Liquidity

During the period ended June 30, 1997, 4,000,000 shares of the Company's 
"unregistered" and "restricted" common stock were issued to David N. Nemelka 
in consideration of the sum of $20,000 paid by personal check from Mr. 
Nemelka.  These funds represented substantially all of the cash proceeds 
received by the Company to defray expenses during these periods.
     
PART II       OTHER INFORMATION

ITEM 1     Legal Proceedings

           None

ITEM 2     Change in Securities

           None

ITEM 3     Defaults on Senior Securities

           None

ITEM 4     Submission on Matters to a Vote of Security Holders

          None

ITEM 5     Other Information

Effective April 11, 1997, David C. Merrell and Michael C. Brown resigned as 
directors and executive officers of the Registrants, in seriatim, and David N. 
Nemelka, was designated as the sole Director, President and Secretary.  See 
Exhibit Item 6 in the included 8-K.

ITEM 6     Exhibits and Reports on Form 8-K

     (a)     Exhibits

                    None

               (b)     Reports on Form 8-K; Filed April 11, 1997



ITEM 1.  Changes in Control of Registrant

     (a) On April 10, 1997, the Board of Directors of the Registrant adopted, 
ratified and approved a resolution to issue 4,000,000 post-split (see Item 5 
below respecting a reverse split of the outstanding voting securities of the 
registrant [all computations herein reflect such reverse split]) 
"unregistered" and "restricted" shares of its one mill ($.001) par value 
common voting stock to David N. Nemelka, in consideration of the sum of 
$20,000 paid by personal check to Mr. Nemelka.  The issuance of these 
securities was subsequent to the filing of a Certificate with the Secretary of 
State of Nevada, respecting such reverse split; this Certificate was filed on 
April 11, 1997.  See Item 7.

     The former principal stockholders of the Registrant and their percentage 
of ownership of the outstanding voting securities of the Registrant prior to 
the adoption of the resolution were, to-wit:

                                        8
<PAGE>

<TABLE>
                                         Amount of Nature          Percent
                                           Of Beneficial             Of
     Name               Title                Ownership              Class

<S>                    <C>              <C>                       <C>
David C. Merrell        President and         393,864*               70%
9005 Cobble Canyon Ln.  Director
Sandy, Utah 84093

Michael C. Brown        Secretary/Treasurer    54,000               9.6%
2159 Alta Cove Cr.      And Director
Sandy, Utah 84093
</TABLE>

     *Of this amount, 327,808 shares are hold in the name of Chiricahua 
Company, a sole proprietorship owned by David C. Merrell, and 16,056 shares 
are held in the name of Corie Merrell, who is the wife of David C. Merrell.

     Mr. Nemelka used his personal funds to purchase these securities; and the 
basis of the "control" by Mr. Nemelka is stock ownership.  See the table below 
under Paragraph (b) of this Item.

     (b)The following table contains information regarding shareholdings of 
the Registrant's directors and executive officers and those persons or 
entities who beneficially own more than 5% of the Registrant's common stock, 
after taking into account the adoption of the resolution to issue 4,000,000 
"unregistered" and "restricted" shares to Mr. Nemelka:
<TABLE>
                                              Amount of Nature        Percent
                                               Of Beneficial             Of
     Name                  Title                 Ownership             Class
<S>                     <C>                  <C>                     <C>
David N. Nemelka        President, Director      4,000,000             87.7%
897 S. Artistic Circle  and Stockholder
Springville, UT 84663

David C. Merrell        Stockholder                393,864*             8.6%
9005 Cobble Canyon Ln.
Sandy, UT 84093

All officers and directors
as a group (1)                                   4,000,000             87.7%

</TABLE>
Item 2.  Acquisition or Disposition of Assets.

         Except as indicated under Item 1, none; not applicable.

Item 3.  Bankruptcy or Receivership.

         None; not applicable.

Item 4.  Changes in Registrant's Certifying Accountant.

         None; not applicable.

Item 5.  Other Events.

Effective April 11, 1997, the Registrant's outstanding common voting 
stock was reversed split on a basis of one for five, while retaining the 
authorized shares at 50,000,000 and the par value at $0.001, with appropriate 
adjustments in the stated capital and additional paid in capital accounts of 
the Registrant.  A copy of the Certificate respecting this reverse split which 
was filed with the Secretary of State of Nevada on April 11, 1997, is attached 
hereto and incorporated herein by reference.  See Item 7.

Item 6.     Resignations of Directors and Executive Officers.

Effective April 11, 1997, David C. Merrell and Michael C. Brown resigned as 
directors and executive officers of the Registrants, in seriatim, and David N. 
Nemelka, was designated as the sole Director, President and Secretary.

                                        9
<PAGE>

Item 7.   Financial Statements and Exhibits.

     (a)  Financial Statements of Businesses Acquired.

     None; not applicable.

     (b)Pro Forma Financial Information.

     None; not applicable.

     (c)Exhibits.

                                                                  Exhibit
Description of Exhibit*                                           Number

Certificate Respecting Reverse Split                                3

     *     Summaries of any exhibit are modified in their entirety by this 
           reference to each exhibit.


Item 8.     Change in Fiscal Year.

            None; not applicable.

Item 9.     Sales of Equity Securities Pursuant to Regulation S.

            None; not applicable.



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

                                         KARA INTERNATIONAL, INC.

Date: 8/8/97By                           /s/ David N. Nemelka
                                         President, Secretary and Director

                                       10
<PAGE>