U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C. 20549

                                FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
                           EXCHANGE ACT OF 1934
                   For the quarter ended March 31, 1997
                                     
                                    OR
                                     
       [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES 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
    Incorporation or organization)         identification No.)

             897 South Artistic Circle, Springville, UT 84663
                 (Address of principal executive offices)
                                     
      Registrant's telephone no., including area code: (801) 489-3238

                          9005 Cobble Canyon Lane
                             Sandy, Utah 84093
(Former name, former address, and former fiscal year, if changed since last
                                  report)
                                     
   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 May 12, 1997 - 4,559,761 shares at $.001 par
 value Common Stock.

<PAGE>

PART 1  FINANCIAL INFORMATION
ITEM 1   Financial Statements
        
                         KARA INTERNATIONAL, INC.
                       [A Development Stage Company]
                                     
                          CONDENSED BALANCE SHEETS
                               [ Unaudited ]
                                     
ASSETS                                             
                                                 March 31,  December 31, 
                                                    1997       1996
                                                ___________ ___________
CURRENT ASSETS:
  Cash                                               141         163
           Total Current Assets                      141         163
        
OTHER ASSETS:                                          -           -
                                                ___________ ___________

                                                   $ 141       $ 163
                                                ___________ ___________
                                     
              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                $2,073         723
  Advance from shareholder                         4,749       4,749
                                                ___________ ___________
           Total Current Liabilities               6,822       5,472
                                                ___________ ___________

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock                                      -           -
  Common stock                                     2,049       2,049
  Capital in excess of par value               1,120,128   1,120,128
  Retained Earnings (deficit)                 (1,134,783) (1,134,783)
  Earnings (deficit) accumulated during the
   development stage                               5,925       7,297
                                                ___________ ___________
        Total Stockholders' Equity (Deficit)      (6,681)     (5,309)
                                                ___________ ___________
                                                  $  141     $   163
                                                ___________ ___________

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.

                                    2
<PAGE>
                         KARA INTERNATIONAL, INC.
                       [A Development Stage Company]
                                     
                    CONDENSED STATEMENTS OF OPERATIONS
                                     
                                [Unaudited]
                                                                 
                                                                   From
                                      For the      For the     Inception on 
                                    Three Months  Three Months   January 1,
                                      Ended         Ended       1989 through
                                     March 31,    March 31,      March 31,
                                       1997          1996          1997
                                    ___________  ___________    ___________

REVENUE                                $  --        $  --       $     --
                                    ___________  ___________    ___________

EXPENSES:
  General and administrative           1,372           23          8,580
  Interest Expense                        --           --        161,459
                                    ___________  ___________    ___________
        Total Expenses                 1,372           23        170,039
                                    ___________  ___________    ___________

 LOSS FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES AND DISCONTINUED
  OPERATIONS                          (1,372)         (23)      (170,039)

 CURRENT INCOME TAX EXPENSE               --           --             --

 DEFERRED INCOME TAX EXPENSE              --           --             --
                                    ___________  ___________    ___________
(LOSS) BEFORE DISCONTINUED OPERATIONS (1,372)         (23)      (170,039)

(LOSS) FROM OPERATIONS OF DISCONTINUED
 SUBSIDIARY (NO TAX EFFECT)               --           --        (27,428)

GAIN ON DISPOSAL OF DISCONTINUED
 SUBSIDIARY                               --           --        203,390

NET INCOME (LOSS)                  $  (1,372)     $   (23)     $   5,925
                                    ___________  ___________    ___________


                                     
The accompanying notes are an integral part of these financial statements.
                                     
                                  3
<PAGE> 
                                     
                         KARA INTERNATIONAL, INC.
                       [A Development Stage Company]
                                     
                    CONDENSED STATEMENTS OF CASH FLOWS
                                [Unaudited]
                                                          
                                                                 From
                                      For the      For the    Inception on
                                   Three Months  Three Months  Jan. 1,1989
                                       Ended        Ended        through
                                      March 31,    March 31,     March 31
                                        1997         1996          1997
                                     ___________  ___________   ___________
Cash Flows to Operating Activities:
 Net income (loss)                  $  (1,372)   $   (5,841)   $   5,925
 Adjustments to reconcile net loss 
  to net cash used by operating 
  activities:
   Non-cash expenses (income)              --            --      (14,505)
  Changes in assets and liabilities:
   Accounts payable                     1,350           723        2,073
                                     ___________  ___________   ___________
  Net Cash Flows to Operating
     Activities                           (22)       (5,118)      (8,507)
                                     ___________ ___________    ___________
Cash Flows to Investing Activities:
  Net Cash to Investing Activities       --            --           --
                                     ___________ ___________    ___________ 
Cash Flows from Financing Activities:
  Proceeds from common stock issuance      --            --           --
  Advances by shareholders                 --         4,668        6,648
                                     ___________ ___________    ___________
  Net Cash from Financing Activities       --         4,668        6,648 
                                     ___________ ___________    ___________
Net Increase (Decrease) in Cash           (22)         (450)         141

Cash at Beginning of Period               183           613            -
                                     ___________ ___________    ___________
Cash at End of Period                 $   141      $    163     $    141
                                     ___________ ___________    ___________


Supplemental schedule of Non-cash Investing and Financing Activities:
  For the three months ended March 31, 1997
          None

  For the period ended March 31, 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 March 31,
  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 March 31, 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.

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 March 31, 1997 and December
  31, 1996 the unpaid balance owing a shareholder/officer
  was $4,479.

  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 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 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.

  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.

                                 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 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 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

  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.\

  Change in Officers - During April 1997, 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.

Stock Issuance - During April 1997, the Company issued
4,000,000 post-split shares of its "unregistered" and
"restricted" common stock to the appointed sole officer
in consideration of the sum of $20,000 cash, effectively
passing control (90%) to the new officer.

                             7
<PAGE>

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

       None

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 from 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:

                                                  
                                         Amount of Nature  Percent
                                           Of Beneficial      Of
       Name               Title              Ownership      Class

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

         *    Of this amount, 327,808 shares are held 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.

                                8
<PAGE>

         (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:

                                                  
                                          Amount of Nature   Percent
                                            Of Beneficial      Of
      Name                  Title             Ownership       Class

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%


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.

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.

           
                                9
<PAGE>                                       
                                                  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:                    By /s/ David N. Nemelka
                         President, Secretary and Director

                           10
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