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

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.

SIERRA HOLDINGS GROUP, INC.
 (A Development Stage Company)
FINANCIAL STATEMENTS
January 31, 1999 and October 31, 1998

                       SIERRA HOLDINGS GROUP, INC.
                      (A Development Stage Company)
                            Balance Sheets

                                  ASSETS

                                         January 31,   October 31,
                                            1999           1998
                                         (Unaudited)
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	

                       SIERRA HOLDINGS GROUP, INC.
                      (A Development Stage Company)
                        Statements of Operations
                               (Unaudited)
                                                       From
                                                   Inception on
                                                   December 26,
                       For the Three Months Ended  1986 Through
                               January 31,          October 31,
                            1999         1998          1999
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	

                       SIERRA HOLDINGS GROUP, INC.
                      (A Development Stage Company)
              Statements of Stockholders  Equity (Deficit)
                                                            Deficit
                                                          Accumulated
                                              Capital in   During the
                             Common Stock      Excess of  Development
                         Shares      Amount    Par Value     Stage
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)	

                       SIERRA HOLDINGS GROUP, INC.
                      (A Development Stage Company)
                        Statements of Cash Flows
                               (Unaudited)
                                                       From
                                                   Inception on
                                                   December 26,
                       For the Three Months Ended  1986 Through
                               January 31,          October 31,
                            1999         1998          1999
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	

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.

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.

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	

ARTICLE 5	
	
CIK: 0001059137	
NAME: SIERRA HOLDINGS GROUP, INC.	

		
PERIOD TYPE	3 MOS	
FISCAL YEAR END	OCT 31 1999	
PERIOD END	JAN 31 1999	
CASH	3517	
SECURITIES	0	
RECEIVABLES	0	
ALLOWANCES	0	
INVENTORY	0	
CURRENT ASSETS	3517	
PP&E	0	
DEPRECIATION	0	
TOTAL ASSETS	3517	
CURRENT LIABILITIES	20477	
BONDS	0	
PREFERRED MANDATORY	0	
PREFERRED	0	
COMMON	9327	
OTHER SE	(26287)	
TOTAL LIABILITY AND EQUITY	3517	
SALES	0	
TOTAL REVENUES	0	
CGS	0	
TOTAL COSTS	0	
OTHER EXPENSES	6926	
LOSS PROVISION	0	
INTEREST EXPENSE	0	
INCOME PRETAX	(6926)	
INCOME TAX	0	
INCOME CONTINUING	(6926)	
DISCONTINUED	0	
EXTRAORDINARY	0	
CHANGES	0	
NET INCOME	(6926)	
EPS PRIMARY	(0.00)	
EPS DILUTED	(0.00)