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 September 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                                           84-1398635
     (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 November 13, 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
                            Sept. 30, 1997          Dec. 31, 1996
                              __________             ___________
<S>                     <C>                    <C>
CURRENT ASSETS:              
    Cash                            1,787                    163     
       Total Current Assets         1,787                    163
     
OTHER ASSETS:                           -                 -
                              ___________             ___________

                              $     1,787                    163
                              ___________             ___________

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES: 
     Accounts payable         $     2,625                    723
     Advance from shareholder           -                  4,749
                              ___________              ___________
Total Current Liabilities           2,625                  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) (1,134,605)             (1,134,783)
   Earnings (deficit) 
    accumulated during the 
    development stage              (8,410)                  7,297
     
Total Stockholders' Equity 
    (Deficit)                        (838)                 (5,309)
                              ___________                ___________
                              $     1,787                $    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
                                 Sept 30        Sept 30       through Sept 30,
                                   1997       1997     1996         1997
                              _____________   _____    _____     ____________
<S>                           <C>             <C>      <C>      <C>
REVENUE                          $  --           $  --           $   --
                              ______________  ______________     ____________

EXPENSES:
 General and administration        5,311      15,885   4,721           22,913
 Interest Expense                   --              --                161,459
                               _____________  _______________    ____________
  Total Expenses                   5,311      15,885    4,721         184,372
                               _____________  _______________    ____________  

LOSS FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES AND 
 DISCONTINUED OPERATIONS          (5,311)    (15,885)  (4,721)       (184,372)

CURRENT INCOME TAX EXPENSE          --               --                  --

DEFERRED INCOME TAX EXPENSE         --               --                  --     

(LOSS) BEFORE DISCONTINUED 
  OPERATIONS                 ________________ ________________    ___________
                                  (5,311)     (15,885) (4,721)       (184,372)
(LOSS) FROM OPERATIONS OF 
  DISCONTINUED SUBSIDIARY 
  (NO TAX EFFECT)                   --               --               (27,428)

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

NET INCOME (LOSS)            $    (5,311)     (15,885) (4,721)    $    (8,410) 

</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 Nine   For the Nine   From Inception On
                                 Months Ended   Months Ended   January 1, 1989
                                 Sept. 30, 1997 Sept. 30, 1997 Sept. 30, 1997
                                 ______________  _____________ _________________

<S>                              <C>             <C>            <C>
Cash Flows to Operating Activites
  Net income (loss)                 $ (15,885)      $  (4,721)      $  (8,410)
Adjustments to reconcile net loss
  Non-cash expenses (income)                --             --         (14,505)
  Changes in Assets and Liabilities
   Accounts Payable                    (2,491)           2,500         (1,946) 

Net Cash Flows to Operat. Activities  (18,376)          (2,221)       (24,861)

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                  --             1,788        6,648

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

Net Increase (Decrease) in Cash          1,624             (433)        1,787 

Cash at Beginning of Period                163              613            --
                                       _______           ______        ________
Cash at End of Period                  $ 1,787           $  180        $ 1,787
</TABLE>
Supplemental schedule of Non-cash Investing and Financing Activities:
         For the three months ended September 30, 1997
              None

         For the three months ended September 30, 1996
              None

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, results of operations, cash flows at 
September 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 
September 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.  
  
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. The financial statements for all periods presented have been
restated to reflect the effect of the common stock split.

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.

Advance from Shareholder - At December 31, 1996, the unpaid balance owing a 
shareholder/officer was $4,479.  The balance was paid in full on September 5, 
1997.
                                   5
<PAGE>

                         KARA INTERNATIONAL, INC.
                       [A Development Stage Company]

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Stock Issued - In January, 1995, the Company issued 379,809 (restated) shares 
to shareholders and officers to reduce shareholder advances.

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 7,193 (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 and marketing 
operations.  At the point in time when the company discontinued its 
operations, there were 13,952 (restated) 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 16,000 (restated) 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 
2,123 (restated) 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 16,000 (restated)
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 379,809 (restated)
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 100,000 (restated) 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.  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.  The financial
statements for all periods presented have been restated to reflect the reverse
split.

                                       6
<PAGE>

Stock Issuance - During April 1997, the Company issued 50,000 (restated) 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.
       
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 
liable 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 68 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
                                      7
<PAGE>
   
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 September 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.

Results of Operations

The Company did not engage in any business activities during the quarters 
ended September 30, 1997 or 1996, nor the year ended December 31, 1996.  
General and administrative expenses for the three months ended September 30,
1997 were $5,311 and for the nine months ended September 30, 1997 and 1996,
were $15,885 and $4,721, respectively.  These increased expenses related 
primarily to bringing the Company's financial statements current, legal fees
handling the stock purchase by David N. Nemelka, investigating potential
business ventures and related expenses.

Liquidity

During the period ended September 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
                                    8
<PAGE>

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.  


On May 1, 1997, the Internal Revenue Service issued Kara International, Inc. a
new EIN on Notice CP 576 A.  The new number is 84-1398635.

ITEM 6     Exhibits and Reports on Form 8-K

     (a)     Exhibits
                    None

     (b)     Reports on Form 8-K; Filed October 1, 1997

ITEM 1.  Changes in Control of Registrant

         None; not applicable.  However, see Item 5 on this Report, regarding a
Letter of Intent respecting a proposed reorganization between the Registrant and
International Heritage Inc., a corporation organized under the laws of the State
of North Carolina ("IHI"), which, if completed, would result in a change in 
control.

ITEM 5.  Other Events.

         On September 16, 1997, the Registrant and IHI executed a Letter of 
Intent regarding a proposed reorganization whereby it is contemplated that IHI
will become a wholly-owned subsidiary of the Registrant.  The Registrant will 
also exchange options to acquire shares of its common stock for currently 
outstanding options of IHI, on the same terms and conditions currently governing
the IHI options.

         Following the completion of the first stage of the reorganization, the
directors and executive officers of IHI shall become the directors and executive
officers of the Registrant.

ITEM 7.  Financial Statements and Exhibits

               (c) Exhibits.

               Description of Exhibit                   Exhibit No.
  
               News Release dated October 1, 1997             99

                                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:  10/1/97       By  /s/ David N. Nemelka
                     President, Secretary and Director

NEWS RELEASE
     
           Kara International, Inc., a Nevada corporation (the "Company," [OTC 
Bulletin Board Symbol "KARA"]), announced today that it had entered into a 
Letter of Intent regarding a proposed reorganization whereby it is contemplated
that International Heritage Inc., a North Carolina corporation ("IHI"), will 
become a wholly-owned subsidiary of the Company.

           Following the completion of the first stage of the reorganization,
the directors and executive officers of IHI shall become the directors and 
executive officers of the Company.

                                       9
<PAGE>

           IHI is principally engaged in the direct sale of fine 14K, 18K and 
24K gold jewelry, precious stone jewelry, fine collectibles from some of the 
world's most prestigious manufacturers, golf products and accessories and
telecommunications products and services.

October 1, 1997                   

cc:        Dow Wire Services                      Fax No. 212-416-4008
           Bloomberg Financial Markets            Fax No. 609-279-5976
           Reuters                                Fax No. 212-859-1717
<PAGE>