U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549


                                 FORM 10-QSB


                                 (Mark One)
  {X}   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES
                            EXCHANGE ACT OF 1934
              For the quarterly period ended MARCH 31, 2000

  { }   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                                 SECURITIES
             EXCHANGE ACT OF 1934 For the transition period from
                   ____________________to________________

                      Commission File Number: 000-24355

                        WEBQUEST INTERNATIONAL, INC.
                        -----------------------------
      (Exact name of small business issuer as specified in its charter)

                 NEVADA                              86-0894019
                 ------                              ----------
    (State or other jurisdiction of               (IRS Employer
     incorporation or organization)           Identification No.)


             2248 MERIDIAN BLVD., SUITE A, MINDEN, NV 89423-8601
            ----------------------------------------------------
                  (Address of principal executive offices)

                               (775) 782-0350
                               --------------
                         (Issuer's telephone number)

   Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Exchange Act during the past 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_____

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 9,182,949
shares of common stock, $.001 par value, outstanding as of April 30, 2000.




















<PAGE>
                    WEBQUEST INTERNATIONAL, INCORPORATED
            TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT
             Form 10-QSB for the quarter ended March 31, 2000




PART I     FINANCIAL INFORMATION

Item 1     Financial Statements:                           Page


           Accountant's Review Report                        3


           Condensed Balance Sheets as of
           March 31, 2000 and September 30, 1999             4


           Condensed Statements of Operations
           for the quarters ended March 31, 2000 and 1999    6


           Statement of Stockholders' Equity
           from the Date of Inception on
           November 5, 1996 Through March 31, 2000           7


           Condensed Statements of Cash Flows for
           the quarters ended March 31, 2000 and 1999       12


           Notes to the Condensed Financial Statements      14


Item 2     Management's Discussion and Analysis of
           Financial Condition and Results of Operations    18


PART II    OTHER INFORMATION                                25


Item 1     Legal Proceedings                                25


Item 2     Changes in Securities and Use of Proceeds        25


Item 3     Defaults upon Senior Securities                  25


Item 4     Submission of Matters to a Vote of
           Security Holders                                 25


Item 5     Other Information                                25


Item 6     Exhibits and Reports on Form 8-K                 26


           SIGNATURES                                       26



















                                    2
<PAGE>
                        PART I-FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                    ACCOUNTANTS' REVIEW REPORT



Board of Directors
WEBQUEST INTERNATIONAL, INC.
Minden, Nevada

We  have  reviewed  the  accompanying condensed  balance  sheet  of
WebQuest  International, Inc. [a development stage company]  as  of
March  31,  2000 and the related condensed statements of operations
for the  three  and six  months  ended  March 31, 2000, the related
condensed statements of cash flows for the six months ended March 31,
2000 and  the condensed  statements of  stockholders' equity for the
period from  inception  on November 5, 1996 through March 31,  2000.
All  information  included  in  these  financial statements is  the
representation  of management of  WebQuest  International, Inc..

We conducted our review in accordance with standards established by
the  American Institute of Certified  Public Accountants.  A review
consists   principally  of  inquiries  of  Company  personnel   and
analytical   procedures   applied  to   financial   data.   It   is
substantially  less  in  scope than an  audit  in  accordance  with
generally  accepted auditing standards, the objective of  which  is
the  expression  of  an opinion regarding the financial  statements
taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that  should be made to the condensed financial statements reviewed
by  us,  in  order  for  them  to be in conformity  with  generally
accepted accounting principles.


/S/ Pritchett, Siler & Hardy, P.C.


PRITCHETT, SILER & HARDY, P.C.

May 3, 2000
Salt Lake City, Utah

                                 3
<PAGE>
                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

                     CONDENSED BALANCE SHEETS

           [Unaudited - See Accountants' Review Report]

                              ASSETS





                                          March 31,  September 30,
                                             2000         1999
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                    $3,131,197   $    2,386
  Employee advances                           20,500          671
  Accounts receivable                          2,316        3,980
  Prepaid expenses                           243,000            -
                                         ___________  ___________
        Total Current Assets               3,397,013        7,037
                                         ___________  ___________

PROPERTY AND EQUIPMENT, net                  334,939       53,846
                                         ___________  ___________
OTHER ASSETS:
  Refundable deposits                          3,665        3,201
                                         ___________  ___________
        Total Other Assets                     3,665        3,201
                                         ___________  ___________
                                          $3,735,617   $   64,084
                                         ___________  ___________




















                            [Continued]
                                 4
<PAGE>

                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

                     CONDENSED BALANCE SHEETS

           [Unaudited - See Accountants' Review Report]

                            [Continued]


               LIABILITIES AND STOCKHOLDERS' EQUITY

                                          March 31,  September 30,
                                             2000         1999
                                         ___________  ___________
CURRENT LIABILITIES:
  Accounts payable                        $    5,972   $  204,530
  Notes payable - related parties          1,025,000      342,909
  Other accrued liabilities                   45,264      139,601
  Accrued dividends payable                        -       58,770
  Current portion - capital lease
   obligation                                  3,360        3,360
                                         ___________  ___________
        Total Current Liabilities          1,079,596      749,170
                                         ___________  ___________

CAPITAL LEASE OBLIGATION,
less current portion                           3,778        3,778
                                         ___________  ___________
        Total Liabilities                  1,083,374      752,948
                                         ___________  ___________

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value,
    5,000,000 shares authorized,
    no shares outstanding                         -            -
  Common stock, $.001 par value,
    45,000,000 shares authorized
    8,610,155 and 4,870,618
    shares issued and outstanding              8,610        4,871
  Capital in excess of par value           7,395,714    2,909,909
  Deficit accumulated during the
    development stage                     (4,742,967)  (3,567,530)
                                         ___________  ___________
                                           2,661,357     (652,750)

  Less: Receivable stock subscription         (9,114)     (36,114)
                                         ___________  ___________
        Total Stockholders' Equity         2,652,243     (688,864)
                                         ___________  ___________
                                          $3,735,617   $   64,084
                                         ___________  ___________





NOTE: The balance sheet at September 30, 1999 was taken from the
      audited financial statements at that date and condensed.

  The accompanying notes are an integral part of these financial
   statements.

                                 5
<PAGE>
                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

                CONDENSED STATEMENTS OF OPERATIONS

           [Unaudited - See Accountants' Review Report]

                            For the Three        For the Six     From Inception
                             Months Ended        Months Ended    on November 5,
                              March 31,            March 31,       1996 Through
                         __________________    __________________    March 31,
                            2000     1999        2000      1999         2000
                         _________  ________   _________  ________  ___________

REVENUE                  $     300  $  1,000    $ 3,525  $  1,000  $     25,048
                         _________  ________   _________  ________  ___________

EXPENSES:
  Selling                   44,575    27,921      88,028    38,008      577,186
  Administrative &
   Marketing               595,918   222,083     791,328   472,049    3,512,025
  Compensation expense
    recorded in accordance
    with APB 25 for stock
    options issued below
    market value                -         -           -         -       295,423
                         _________  ________   _________  ________  ___________

        Total Expenses     640,493  250,004      879,356   510,057    4,384,634
                         _________  ________   _________  ________  ___________

LOSS FROM OPERATIONS      (640,193)(249,004)    (875,831) (509,057)  (4,359,586)
                         _________  ________   _________  ________  ___________

OTHER INCOME (EXPENSE):
  Gain (loss) on sale of
    marketable securities       -     (7,241)         -     14,743       25,106
  Interest income           17,476         9      17,476        21       17,497
  Interest (expense)      (114,890)   (2,620)   (124,382)   (4,911)    (174,514)
  License termination cost      -         -     (192,700)        -     (192,700)
                         _________  ________   _________  ________  ___________
        Total Other Income
          (Expense)        (97,414)   (9,852)   (299,606)     9,853    (324,611)
                         _________  ________   _________  ________  ___________

LOSS BEFORE INCOME TAXES  (737,607) (258,856) (1,175,437)  (499,204) (4,684,197)

CURRENT TAX EXPENSE             -         -           -         -          -

DEFERRED TAX EXPENSE            -         -           -         -          -
                         _________  ________   _________  ________  ___________

NET LOSS                 $(737,607)$(258,856)$(1,175,437) $(499,204)$(4,684,197)

LESS: PREFERRED DIVIDEND
  REQUIREMENTS                  -     (8,623)         -     (18,397)    (58,770)
                         _________  ________   _________  ________  ___________
NET LOSS APPLICABLE TO
  COMMON STOCKHOLDERS    $(737,607)$(267,479)$(1,175,437) $(517,601)$(4,742,967)
                         _________  ________   _________  ________  ___________

LOSS PER COMMON SHARE    $   (.09) $   (.06)  $    (.17) $    (.12) $     (1.18)
                         _________  ________   _________  ________  ___________

  The accompanying notes are an integral part of these unaudited
   condensed financial statements.

                                           6
<PAGE>

                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

            CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

          FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996

                      THROUGH MARCH 31, 2000

           [Unaudited - See Accountants' Review Report]
                                                                       Deficit
                                                                     Accumulated
                      Preferred Stock     Common Stock    Capital in During the
                      _______________    ______________    Excess of Development
                      Shares    Amount   Shares    Amount  Par Value    Stage
                      _______  _______   _______  _______  __________ __________

BALANCE, November 5,
 1996                        - $     -         -  $     -  $        - $       -

Issuance of 2,438,333
 shares common stock
 for cash, January
 1997, at $.123 per
 share                       -       - 2,438,333    2,438     297,562         -

Issuance of 116,667
 shares common stock
 for services, January
 1997, at $.116 per
 share                       -       -   116,667      117      13,417         -

Recapitalization of
 Phaser, issuance of
 200,201 shares of
 common stock for
 Phaser stock, May
 1997                        -       -   200,201      200      (2,282)        -

Issuance of 93,750
 shares preferred
 and common stock
 for cash, March
 through September
 1997, at $1.00
 per share              93,750      94    93,750       94     187,312         -

Issuance of 30,000
 shares common stock
 for services, August
 1997, at $1.00 per
 share                       -       -    30,000       30      29,970         -

Issuance of 700,000
 shares common stock
 for licensing
 agreement, at $1.00
 per share, September
 1997                        -       -   700,000      700     699,300         -

Granting of options
 to acquire 400,000
 shares of common
 stock at below
 market value.
 Compensation expense
 calculated in
 accordance with
 APB 25.                     -       -         -        -     353,600         -

Net loss for the
period ended September
30, 1997                     -       -         -        -           -  (459,001)
                      _______  _______   _______  _______  __________ __________
BALANCE, September 30,
 1997                  93,750  $    94 3,578,951  $ 3,579  $1,578,879 $(459,001)

Issuance of 251,000
 shares preferred
 and common stock for
 cash, October,1997
 through September,
 1998 at $1.00 per
 share                251,000      251   251,000      251     501,498         -

Issuance of 126,943
 shares preferred
 and common stock for
 non-cash consideration,
 July, 1998 at $1.00
 per share               126,943    127    126,943     127     253,632        -


                                           7
<PAGE>
                            [Continued]
                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

            CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

          FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996

                      THROUGH MARCH 31, 2000

           [Unaudited - See Accountants' Review Report]

                            [Continued]

                                                                       Deficit
                                                                     Accumulated
                      Preferred Stock     Common Stock    Capital in  During the
                      _______________    ______________    Excess of Development
                      Shares    Amount   Shares    Amount  Par Value    Stage
                      _______  _______   _______  _______  __________ __________
Issuance of 18,057
 shares preferred
 and common stock at
 $1.00 per share,
 accounted for as a
 subscription
 receivable, July to
 September, 1998       18,057       18    18,057       18      36,078          -

Granting of options
 to an officer to
 acquire 150,000
 shares of common
 stock at below
 market value.
 Compensation
 expense calculated
 in accordance with
 APB 25, October 1997       -        -         -        -     132,600          -

Granting of options
 to an officer to
 acquire 30,000 shares
 of common stock at
 below market value.
 Compensation expense
 calculated in
 accordance with APB 25,
 October 1997               -        -         -        -      26,520          -

Issuance of 50,000
 shares common stock
 upon exercise of
 options by an
 officer, February
 1998, at $.116
 per share                  -        -    50,000       50       5,750          -

Issuance of 50,000
 shares common stock
 upon exercise of
 options by an
 officer, July 1998,
 at $.116 per share         -        -    50,000       50       5,750          -

Issuance of 5,000
 shares common stock
 to an officer for
 cash at $1.00 per
 share, July, 1998          -        -     5,000       5       4,995           -

Issuance of 62,000
 shares common stock
 for consulting
 services at $1.00
 per share, May, 1998       -        -    62,000      62      61,938           -

Issuance of 22,898
 shares of common
 stock for
 consultation,
 programming and
 other services
 rendered at $1.00
 per share, to
 employees, officers
 and directors of
 the Company                -        -    22,898     23      22,875           -

Assumed mandatory
 conversion  of
 Series B preferred
 stock  during
 the period ended
 September 30, 1998   (93,750)     (94)   93,750     94           -           -
                      _______  _______   _______  _______  __________ __________

                                           8
<PAGE>
                            [Continued]
                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

            CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
          FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996
                      THROUGH MARCH 31, 2000

           [Unaudited - See Accountants' Review Report]

                            [Continued]

                                                                       Deficit
                                                                     Accumulated
                      Preferred Stock     Common Stock    Capital in  During the
                      _______________    ______________    Excess of Development
                      Shares    Amount   Shares    Amount  Par Value    Stage
                      _______  _______   _______  _______  __________ __________

Accrued preferred
 dividends for period
 ending September 30,
 1998                       -        -         -        -           -   (30,779)

Shares issued due
 to rounding                -        -        19        -           -         -

Net loss for the
 year ended September
 30, 1998                   -        -         -        -           -(1,058,938)
                      _______  _______   _______  _______  __________ __________

BALANCE, September
 30, 1998             396,000  $   396 4,258,618  $ 4,259 $2,630,515$(1,548,718)

Issuance of 50,000
 shares of common
 stock upon exercise
 of warrants at $1.00
 per share                  -        -    50,000       50      49,950         -

Stock offering cost         -        -         -        -     (40,000)        -

Issuance of 20,000
 shares of common
 stock for interest
 valued at $1.00 per
 share                      -        -    20,000       20       19,980        -

Issuance of 20,000
 shares of common
 stock for services
 valued at $1.00 per
 share                      -        -    20,000       20       19,980        -

Issuance of 26,000
 shares of common
 stock for purchase
 of software at
 $1.00 per share            -        -    26,000       26       25,974        -

Issuance of 100,000
 shares of common
 stock for purchase
 of software at $1.75
 per share, May 1999        -        -   100,000      100      174,900        -

Assumed mandatory
 conversion of
 Series B preferred
 stock during
 the period ended
 September 30, 1999  (396,000)    (396)  396,000      396            -        -

Accrued preferred
 dividends for period
 ending September 30,
 1999                       -        -         -        -            -  (27,991)

Granting of options
 and warrants to
 acquire common
 stock at below
 market value.
 Compensation expense
 calculated in
 accordance with
 APB25                      -        -         -        -       22,110       -

                                           9
<PAGE>

                            [Continued]
                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

            CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
          FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996
                      THROUGH MARCH 31, 2000

                            [Continued]
                                                                       Deficit
                                                                     Accumulated
                      Preferred Stock     Common Stock    Capital in  During the
                      _______________    ______________    Excess of Development
                      Shares    Amount   Shares    Amount  Par Value    Stage
                      _______  _______   _______  _______  __________ __________

Granting of warrants
 to acquire common stock
 at below market value
 in relations to note
 payable.  Interest
 expense calculated
 in accordance with
 APB25                      -        -         -        -       6,500         -

Net loss for the year
 ended  September
 30, 1999                   -        -         -        -           -(1,990,821)
                      _______  _______   _______  _______  __________ __________

BALANCE, September
 30, 1999                   -  $     - 4,870,618  $ 4,871 $2,909,909$(3,567,530)

Issuance of 893,000
 shares of common
 stock for cash at
 $1.25 per share            -        -   893,000      893  1,115,357          -

Issuance of 8,000
 shares of common
 stock for services
 valued at $1.00 per
 share                      -        -     8,000        8      7,992          -

Cancellation of 15,000
 shares as a result
 of non-payment             -        -   (15,000)      (15)  (14,985)         -

Issuance of 400,000
 shares of common stock
 for cancellation of
 license agreements,
 payment of accounts
 payables and notes
 payable at $1.00
 per share                  -        -   400,000      400    399,600          -

Issuance of 58,600
 shares of common stock
 for services at $2.65
 per share                  -        -    58,600      58     149,941          -

Issuance of 2,153,800
 shares of common
 stock at $1.25 per
 share.  Net of stock
 offering costs
 of $328,625                -        - 2,153,800    2,153  2,464,597          -

Issuance of 7,482
 shares of common
 stock for services
 rendered from $1.00
 to $3.00 per share         -        -     7,482        7     19,018          -

Issuance of 37,500
 shares of common
 stock upon exercise
 of warrants, at $.87
 per share                  -        -    37,500       38     32,587          -

                                          10
<PAGE>


                            [Continued]
                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

            CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
          FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996
                      THROUGH MARCH 31, 2000

           [Unaudited - See Accountants' Review Report]

                            [Continued]

                                                                       Deficit
                                                                     Accumulated
                      Preferred Stock     Common Stock    Capital in  During the
                      _______________    ______________    Excess of Development
                      Shares    Amount   Shares    Amount  Par Value    Stage
                      _______  _______   _______  _______  __________ __________

Issuance of 82,500
 shares as loan
 incentives valued
 at $1.25 per share         -        -    82,500       83     103,042         -

Issuance of 15,000
 shares of common
 stock upon exercise
 of warrants, at
 $1.00 per share            -        -    15,000       15      14,985         -

Issuance of 40,785
 shares of common stock
 for the acquisition
 of a web site,
 (chessed.com) at
 $3.31 per share            -        -    40,785       41     134,959         -

Issuance of 57,870
 shares of common stock
 to pay accrued
 dividends on
 preferred stock            -        -    57,870       58      57,812         -

Cancellation of
 accrued dividends
 as a result of
 N.S.F check                -        -         -        -         900         -

Net loss for the
 six months ended
 March 31, 2000             -        -         -        -           -(1,175,437)
                      _______  _______   _______  _______  __________ __________


BALANCE, March 31,
 2000                      -   $     - 8,610,155  $ 8,610 $7,395,714$(4,742,967)
                      _______  _______   _______  _______  __________ __________

















  The accompanying notes are an integral part of these unaudited
   condensed financial statements.

                                           11
<PAGE>
                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

                CONDENSED STATEMENTS OF CASH FLOWS

           [Unaudited - See Accountants' Review Report]

                  Net Increase (Decrease) In Cash

                                           For the Six      From Inception
                                          Months Ended      on November 5,
                                           March 31,         1996 Through
                                      __________  _________   March 31,
                                         2000       1999      2000
                                      __________  _________  ___________
Cash Flows from Operating Activities:
 Net loss applicable to common
   stockholders                      $(1,175,437) $(517,601) $(4,742,967)
 Adjustments to reconcile net
   loss  to net cash used by
   operating activities:
   Depreciation and amortization          15,367     53,435    1,135,420
   Non-cash expense                            -      9,046      432,978
   APB 25 compensation recorded
     for stock options issued below
     market value                              -    121,217      301,923
   Stock issued for goods and services   313,337          -      313,337
   Stock issued for interest expense     103,125          -      103,125
   Changes in assets and liabilities:
     (Increase) in employee advances     (19,829)         -      (20,501)
     Increase (decrease) in accounts
      payable                           (198,560)    18,090        5,970
     (Decrease) in advances -
       related parties                         -     (5,941)           -
     Increase (decrease) in accrued
      liabilities                        (94,337)    56,242       45,264
     Increase (decrease) in accounts
      receivable                          28,664          -       (2,316)
     Decrease in prepaid expenses       (243,000)         -     (243,000)
                                      __________  _________  ___________
        Net Cash (Used) by
         Operating Activities         (1,270,670)  (265,512)  (2,670,766)
                                      __________  _________  ___________

Cash Flows from Investing Activities:
(Increase) in refundable deposits           (464)         -       (3,665)
 Purchase of equipment                  (120,001)    (4,731)    (136,110)
 Purchase of software licensing rights         -          -     (300,000)
 Proceeds from marketable
   securities sales                            -    184,668      262,249
                                      __________  _________  ___________
  Net Cash Provided (Used) by
   Investing Activities                 (120,465)   179,937     (177,526)
                                      __________  _________  ___________

Cash Flows from Financing Activities:
 Proceeds from notes payable             820,502     90,000    1,237,327
 Payments on notes payable              (213,411)         -     (287,327)
 Payments on capital lease obligation          -       (913)       7,138
 Proceeds from preferred stock issuance        -          -      344,750
 Proceeds from common stock issuance   4,046,625          -    4,677,601
 Increase (decrease) in accrued
  dividends payable                      (58,770)     18,397           -
                                      __________  _________  ___________
        Net Cash Provided by
         Financing Activities          4,519,946     107,484   5,979,489
                                      __________  _________  ___________

                                           12
<PAGE>
                            [Continued]
                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

                CONDENSED STATEMENTS OF CASH FLOWS

           [Unaudited - See Accountants' Review Report]

                  Net Increase (Decrease) In Cash

                            [Continued]
                                           For the Six      From Inception
                                          Months Ended     on November 5,
                                           March 31,         1996 Through
                                      __________  _________   March 31,
                                         2000       1999      2000
                                      __________  _________  ___________
Net Increase (Decrease) in Cash        3,128,811     21,909    3,131,197

Cash at Beginning of Period                2,386      4,682           -
                                      __________  _________  ___________
Cash at End of Period                 $3,131,197  $  26,591  $ 3,131,197
                                      __________  _________  ___________

Supplemental Disclosures of
 Cash Flow Information:
  Cash paid during the year and
   from inception for:
    Interest                          $   21,256   $  7,202  $   33,638
    Income taxes                      $        -   $      -  $        -

Supplemental schedule of Non-cash Investing and Financing Activities:
  For the six month period ended March 31, 2000 (Unaudited):
     The  Company  issued 8,000 shares of common stock  for  services
     rendered valued at $8,000 (or $1.00 per share).

     The   Company  issued  400,000  shares  of  common   stock   for
     cancellation of a license agreement, payment of accounts payable
     and a note payable totaling $400,000 (or $1.00 per share).

     The  Company  issued 58,600 shares of common stock for  services
     rendered valued at $155,290 (or $2.65 per share).

     The  Company  issued 7,482 shares of common stock  for  services
     rendered valued at $19,025 (or $2.54 per share).

     The  Company issued 40,785 shares of common stock to  acquire  a
     web  site,  www.chessed.com valued at  $135,000  (or  $3.31  per
     shares).

     The  Company  issued 57,870 shares of common stock  to  pay  for
     accrued dividends.

     The  Company issued 82,500 shares as loan incentives,  accounted
     for as interest expense.

  For the six month period ended March 31, 1999 (Unaudited):
     The  Company  issued  123,500 shares  of  common  stock  in  the
     conversion of 123,500 preferred shares.

     Amortization of deferred compensation on stock options  amounted
     to $121,217.

  The accompanying notes are an integral part of these unaudited
   condensed financial statements.

                                    13
<PAGE>

                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]
         NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  -  WebQuest International, Inc. (the  "Company")  was
  organized under the laws of the State of Nevada on November 5, 1996
  as  IPONG  International, Inc., but subsequently  reorganized  with
  WebQuest  International,  Inc. (which was  formed  to  serve  as  a
  vehicle  for a reorganization of the Company).  During April  1997,
  the Company entered into a plan and agreement of merger with Phaser
  Enterprises,  Inc.   ["Phaser"], a publicly held  Utah  corporation
  wherein the operations of the Company is the surviving entity.  The
  Company  is  considered a development stage company as  defined  in
  SFAS  No. 7.  The Company is engaging in the business of developing
  and marketing games on the Internet.  The Company plans on deriving
  its revenue from tournament fees, monthly and annual subscriptions,
  and  from  the  sale of advertising.  The Company may  also  pursue
  other Internet related businesses.

  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 and cash flows at March  31,  2000
  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.  We  suggest
  that  these  condensed financial statements be read in  conjunction
  with  the  financial statements and notes thereto included  in  the
  Company's  September  30, 1999 audited financial  statements.   The
  results  of operations for the period ended March 31, 2000  is  not
  necessarily indicative of the operating results for the full year.

NOTE 2 - RELATED PARTY TRANSACTIONS

  Employment  Agreements - Kirk Johnson formerly served as  our  vice
  president,  secretary, and treasurer.  Mr. Johnson was  elected  by
  our  Board  of Directors to be the Chief Executive Officer  of  the
  Company.   On  October  1,  1999  the  Company  entered   into   an
  employment   agreement  with  the  Chief  Executive  Officer   that
  provides  for  a base salary of $130,000 per year for  five  years.
  The  agreement also provides for 300,000 stock options at $1.00 per
  share  to  purchase  employer common stock.  The  options  vest  as
  follows: 100,000 shares on October 1, 1999, 100,000 shares  October
  1,  2000,  100,000 shares on October 1, 2001.  The  agreement  also
  calls  for  a  monthly auto allowance in the amount of $200.00  per
  month.   There are no restrictions on any of the underlying  common
  stock  except  for those imposed under Rule 144 of  the  Securities
  Act  of  1933,  as  amended.  The term of the employment  agreement
  shall  end October 1, 2004.  Mr. Johnson was also granted incentive
  stock  options  to  purchase 1,100,000 shares of  common  stock  at
  $2.81 per share on January 19, 2000.  The options vest at the  rate
  of  100,000  shares  on January 19, 2000 with the  balance  vesting
  50,000 shares per quarter beginning on April 19, 2000.

  On  January 19, 2000 our Board of Directors hired Frank  Howard  as
  President  and Chief Operating Officer.  Mr. Howard had  previously
  served  as  Chairman  of  the  Board of  Directors.   Mr.  Howard's
  employment  agreement provides for a salary of  $130,000  per  year
  for  five  years.  The agreement also provides for incentive  stock
  options to purchase 1,100,000 shares of common stock at  $2.81  per
  share.   The options vest at the rate of 100,000 shares on  January
  19,  2000  with  the  balance  vesting 50,000  shares  per  quarter
  beginning on April 19, 2000.

  On  April 1, 2000 we entered into an employment agreement,  to  end
  on  September 30, 2002, with Scott Berry whereby he serves  as  our
  Chief  Financial Officer.  Mr. Berry is entitled to receive a  base
  salary  of $85,000 annually, payable one-half in cash and  one-half
  in  restricted Common Stock, at $1.00 per share, issued  quarterly.
  Mr.  Berry  was also granted an incentive stock option to  purchase
  300,000  shares of our Common Stock at $2.81 per share  on  January
  19,2000.   The  options vest as follows: 25,000 shares  on  January
  19,  2000 and 25,000 shares vesting quarterly starting on March 31,
  2000.   The  options  have a three-year life  after  vesting.   Mr.
  Berry  served  as our Chief Financial Officer on a part-time  basis
  from October 4, 1999 until March 31, 2000.

                                   14
<PAGE>
                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

         NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 3 - NOTES PAYABLE - RELATED PARTIES

                                           March 31,  September 31,
                                              2000        1999
                                           _________   __________
  Notes payable to a shareholder
   of the Company, annual compounding
   interest at 12%, due upon demand,
   unsecured                              $      -   $    17,062

  Notes payable to a shareholder of
   the Company, interest at 10% and
   12%, due upon demand, unsecured               -         4,294

  Note payable to a shareholder of
   the Company, interest at 12%, due
   upon demand, unsecured                        -         4,313

  Note payable to an entity related
   to a shareholder of the Company,
   annual compounding interest
   at 12%, due upon demand, unsecured            -         2,240

  12% unsecured demand notes payable
   to a shareholder of the Company               -        40,000

  12% unsecured convertible notes
   payable to minority shareholders
   of the Company, due on demand
   on or after June 1, 2000               1,025,000       200,000

  12% Unsecured demand note payable
   to a shareholder of the Company               -         15,000

  12% unsecured demand note payable
   to a shareholder of the Company               -         10,000

  12% unsecured demand note payable
   to a related entity, which is a
   shareholder of the Company                    -         50,000
                                           _________   __________
                                          $1,025,000   $  342,909
                                           _________   __________

                                   15
<PAGE>
                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

         NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 4 - CAPITAL STOCK

  Settlement  Agreement  - On October 27, 1999,  the  Company  issued
  400,000  shares of its common stock to HomeSeekers.Com for  payment
  of  a  $50,000 note payable, $3,800 of accrued interest on the note
  $153,500  to  outstanding  payables for  programming  services  and
  $192,700 for termination of the previous programming contract, that
  included a 7% royalty on gross revenues.

  Private  Placement of Securities - During December 1999 the Company
  started   offering  for  sale  to  persons  who   are   "accredited
  investors",  no minimum and a maximum of 4,000,000  shares  of  its
  previously authorized but unissued common stock at $1.25 per  share
  for  gross proceeds of up to $5,000,000.  As of March 31, 2000  the
  Company  had successfully sold 2,236,300 shares of stock for  gross
  proceeds of $2,795,375.

  Receipt  of Stock Subscription - During the six months ended  March
  31,  2000, the Company received $27,000 for payment of subscription
  receivables.

  Acquisition  - On January 13, 2000, the Company closed  a  purchase
  agreement  with  an  individual  to  purchase  the  Internet   site
  www.chessed.com.  The total purchase price of the  transaction  was
  $192,500, $57,500 was paid with cash and the Company issued  40,785
  shares  of  its common stock at an agreed upon value of  $3.31  per
  share, or $135,000.

  Stock Option Plan - On January 19, 2000, the Board of Directors  of
  the  Company adopted the 2000 Stock Option Plan.  The plan provides
  for  the  granting  of awards of up to 5,000,000 shares  of  common
  stock to officers, directors, and employees.  Awards under the plan
  will  be  granted as determined by the board of directors.   As  of
  March  31, 2000, a total of 2,895,000 options had been issued under
  the plan.

  The  Company  issued  8,000  shares of common  stock  for  services
  rendered valued at $8,000 (or $1.00 per share).

  The  Company issued 400,000 shares of common stock for cancellation
  of  a  license agreement, payment of accounts payable  and  a  note
  payable totaling $400,000 (or $1.00 per share).

  The  Company  issued  58,600 shares of common  stock  for  services
  rendered valued at $155,290 (or $2.65 per share).

  The  Company  issued  7,482  shares of common  stock  for  services
  rendered valued at $19,025 (or $2.54 per share).

  The Company issued 57,870 shares of common stock to pay for accrued
  dividends.

  The Company issued 82,500 shares of common stock as loan incentives
  which  has been accounted for as interest expense in the amount  of
  $103,125.

                                   16
<PAGE>
                   WEBQUEST INTERNATIONAL, INC.
                   [A Development Stage Company]

         NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 - INCOME TAXES

  The  Company accounts for income taxes in accordance with Statement
  of  Financial  Accounting Standards No. 109 Accounting  for  Income
  Taxes  [SFAS 109].  SFAS 109 requires the Company to provide a  net
  deferred  tax asset or liability equal to the expected  future  tax
  benefit or expense of temporary reporting differences between  book
  and  tax accounting and any available operating loss or tax  credit
  carryforwards.   At March 31, 2000, the total of all  deferred  tax
  assets  was  approximately 1,400,000.  The amount of  and  ultimate
  realization of the benefits from the deferred tax assets for income
  tax  purposes is dependent, in part, upon the tax laws  in  effect,
  the Company's future earnings, and other future events, the effects
  of   which  cannot  be  determined.   Because  of  the  uncertainty
  surrounding the realization of the deferred tax assets, the Company
  has  established a valuation allowance of approximately  $1,400,000
  as  of  March 31, 2000, which has been offset against the  deferred
  tax  assets.   The net change in the deferred tax  assets  and  the
  valuation  allowance  during  the six months ended March  31,  2000
  amounted to approximately $400,000.

NOTE 6 - EARNINGS (LOSS) PER SHARE

  The  following  data  show the amounts used in  computing  earnings
  (loss)  per share and the effect on income and the weighted average
  number of shares of dilutive potential common stock for the periods
  ended  March  31, 2000 and 1999 and from inception on  November  5,
  1996 through March 31, 2000:

                          For the Three      For the Six       From Inception
                           Months Ended      Months Ended       on November 5,
                            March 31,          March 31,        1996 Through
                     _____________________  ___________________   March 31,
                          2000     1999      2000     1999          2000
                     __________  _________  _________  _________  _________
  Income (loss)
   from continuing
   operations
   applicable to
   common stock      $(737,607) $(258,856)$(1,175,437)$(499,204)$(4,684,197)

  Less:
   preferred
   dividends                 -     (8,623)          -  (18,397)     (58,770)
                     __________  _________  _________  _________  _________
  Income (loss)
   available to
   common stockholders
   used in earnings
   (loss) per share  $(737,607) $(267,479)$(1,175,437)$(517,601)$(4,742,967)
                     __________  _________  _________  _________  _________
  Weighted average
   number of common
   shares outstanding
   used in earnings
   (loss) per share
   during the period  7,143,825  4,363,174  6,407,287  4,347,151  3,917,613
                     __________  _________  _________  _________  _________

  Dilutive earnings (loss) per share was not presented, as its effect
  is anti-dilutive due to our net losses.








                                17
<PAGE>
ITEM 2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND
         RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-looking Statements

Certain statements contained in this section and elsewhere in  this
Form  10-QSB  regarding matters that are not historical  facts  are
forward-looking statements (as such term is defined in the  Private
Securities  Litigation Reform Act of 1995).  Because such  forward-
looking  statements include risks and uncertainties, actual results
may  differ  materially from those expressed  or  implied  by  such
forward-looking statements.  All statements that address  operating
performance,  events  or developments that  management  expects  or
anticipates  to incur in the future, including statements  relating
to  sales  and  earnings  growth or statements  expressing  general
optimism   about  future  operating  results,  are  forward-looking
statements.    The   forward-looking  statements   are   based   on
management's current views and assumptions regarding future  events
and operating performance.  Many factors could cause actual results
to  differ  materially  from  estimates contained  in  management's
forward-looking  statements.  The difference may  be  caused  by  a
variety  of factors, including but not limited to adverse  economic
conditions,  competitive pressures, inadequate capital,  unexpected
costs,  lower  revenues, net income differing from  forecasts,  the
possibility of fluctuation and volatility of our operating  results
and financial condition, inability to carry out marketing and sales
plans and loss of key employees, among other things.

RESULTS OF OPERATIONS

Revenue

Revenue for the quarter ended March 31, 2000 was minimal, totaling
$300, compared to $1,000 for the quarter ended March 31, 1999.
This revenue was generated from advertising services.  We
anticipate revenues to increase nominally for the following two
quarters and then to increase significantly in the quarter ending
December 31, 2000 when we plan to roll out our subscription-based
services and fee-based game tournaments in September 2000.

Selling Expense

Selling expenses increased to $45,000 for the quarter ending March
31, 2000, an increase of $17,000, or 60% from the quarter ended
March 31, 1999.  This increase was due primarily to increases in
prizes given away to users of our www.ipong.com internet site.

Administrative and Marketing Expenses

Administrative and marketing expenses totaled $596,000 for the
quarter ending March 31, 2000, an increase of $374,000, or 168%
from the $222,000 for the same quarter in 1999.  Employee payroll
costs increased from $83,000 to $190,000.  Increased payroll costs
resulted from an increase in 14 employees, from 4 employees in
March 1999 to 18 employees in March 2000.  Increases in headcount
were needed to ramp-up our Internet game sites from one site in
March 1999 (ipong.com) to six game sites as of March 2000
(iseekwisdom.com, freehoroscopes.com, ipong.com, chessed.com,
winbridge.com and nancyskitchen.com).  We are adding employees to
support the infrastructure and modification of these sites in
preparation of revenue generation expected to start in September
2000.

We started producing our Internet "branding" strategy during the
quarter ending March 31, 2000 with a cost of approximately $70,000.
During this quarter we also spent approximately $135,000 to
increase the awareness of our Company to potential customers and
potential investors during the quarter ending March 31, 2000.  We
anticipate marketing costs to increase over the next six months as
we roll out the fee-based versions of our Internet game sites.

Other Income and Expense

Interest expense increased to $115,000 for the quarter ending March
31, 2000, from $3,000 for the three months ended March 31, 1999.
This increase was from our convertible debt issued subsequent to
March 31, 1999.  Interest expense on this convertible debt included
both interest accruing at 12% per annum plus the one-time expense
of one share of common stock, valued at $1.25 per share, for every
$10.00 of debt issued.

                               18
<PAGE>
Interest income was $17,000 for the quarter ending March 31, 2000
from our average cash balance of approximately $1.5 million during
the quarter.  We had no interest income during the prior-year
quarter.

Net Loss

Our net loss increased from $259,000 for the quarter ended March
31, 1999 to $738,000 for the quarter ending March 31, 2000.  This
increase was primarily due to the increase in payroll, marketing
and interest costs described above.

Liquidity and Capital Resources

At March 31, 2000 our cash balance was $3,131,000, an increase of
$3,129,000 from September 30, 1999.  This increase was the result
of cash raised during the quarter from our $5 million stock
offering and our $1.5 million convertible debt offering, both
privately placed to accredited investors.  We have historically
funded our cash-flow deficits through borrowing and issuances of
securities and we expect to fund future operating deficits in the
same manner.

Prepaid expenses were -0- as of September 30, 1999 and increased to
$243,000 as of March 31, 2000.  This included $200,000 for
undistributed promotional train and airline ticket jackets and
$43,000 for prepaid insurance.

Our Property and Equipment, net of accumulated depreciation and
amortization, increased $281,000 from $54,000 as of September 30,
1999 to $335,000 as of March 31, 2000.  This was primarily from our
$192,500 purchase of the www.chessed.com Internet site in January
2000.

Our current liabilities increased by $330,000 from September 30,
1999 to March 31, 2000.  The components of this net increase in
current liabilities included the payoff of $144,000 in short-term
debt, an increase of $825,000 in convertible debt, a decrease in
accounts payable and accrued liabilities of $293,000 and payment,
in the form of common stock, of $58,000 in accrued preferred stock
dividends.

Our ability to meet our liquidity requirements is dependent on our
ability to attract capital on terms acceptable to us, if at all.
If we are unable to raise sufficient capital there would be a
material adverse effect on our business and results of operations.

Impact of the Year 2000

We have not experienced any adverse effects on our business as a
result of the Year 2000 dating "bug" nor do we anticipate any
material adverse effects.

Need for Additional Capital

      Our  business is capital intensive, particularly with respect
to  product  development  costs  associated  with  the  design  and
creation  of  interactive Internet sites,  and  our  plan  to  grow
through acquisitions and strategic alliances.  Accordingly, we will
require  additional capital to support and expand  our  operations.
To  the  extent that revenues from operations are insufficient  and
additional funding is required, public or private financing may not
be available when needed or may not be available on terms favorable
or  acceptable  to  us,  if at all.  Failure to  secure  additional
financing,  if and when needed, may have a material adverse  affect
on our ability to implement our proposed business strategy.

Uncertainty  of  Product and Technology Development;  Technological
Factors

      We  have not completed development and testing of certain  of
our  proposed  products and proposed enhancements to our  products,
some  of  which  are still in the planning stage or  in  relatively
early stages of development.  Our success will depend in part  upon
the  ability  of our proposed products to meet targeted performance
and  cost  objectives,  and  will also  depend  upon  their  timely
introduction into the marketplace.  We will be required  to  commit
considerable time, effort and resources to finalize development  of
our  proposed  products  and  product  enhancements.   Although  we
anticipate that the development of our products and technology will
be  successfully  concluded, our product  development  efforts  are
subject  to  all  of the risks inherent in the development  of  new
products  and  technology (including unanticipated delay,  expenses
and  difficulties, as well as the possible insufficiency of funding
to complete development).  There can be no assurance as to when, or
whether,  such  product development efforts  will  be  successfully
completed.   In  addition,  there can  be  no  assurance  that  our

                            19
<PAGE>
products  will satisfactorily perform the functions for which  they
are  designed, that they will meet applicable price or  performance
objectives  or that unanticipated technical or other problems  will
not  occur which would result in increased costs or material  delay
in  their  development.   There can be no assurance  that,  despite
testing by us and by current and potential end users, problems will
not  be  found in new products after the commencement  of  customer
use, resulting in loss of, or delay in, market acceptance.

Challenges of Growth

     We  anticipate  a period of rapid growth that is  expected  to
place  a  strain  on our administrative, financial and  operational
resources.   Our ability to manage any staff and facilities  growth
effectively will require us to continue to improve our operational,
financial   and   management  controls,   reporting   systems   and
procedures,  to  install  new management  information  and  control
systems  and to train, motivate and manage our employees.  However,
there  can  be  no  assurance that we will install such  management
information  and control systems in an efficient and timely  manner
or  that  the  new systems will be adequate to support  our  future
operations.   If we are unable to hire, train and retain  qualified
systems  engineers and consultants to implement these  services  or
are  unable  to  manage  the  post-sales process  effectively,  our
ability  to  attract  repeat sales could  be  materially  adversely
affected,  thereby  limiting  our  growth  opportunities.   If  our
management is unable to manage growth effectively, such as  if  our
sales  and  marketing  efforts  exceed  our  capacity  to  install,
maintain and service our products or if new employees are unable to
achieve   adequate  performance  levels,  our  business,  operating
results  and  financial  condition could  be  materially  adversely
affected.

Penny Stocks

     The Securities and Exchange Commission has adopted regulations
that  generally  define a "penny stock" to be any  equity  security
that  has a market price (as defined) of less that $5.00 per share,
subject  to certain exceptions.  Our common stock may be deemed  to
be a "penny stock" and thus may become subject to rules that impose
additional sales practice requirements on broker/dealers  who  sell
such  securities  to persons other than established  customers  and
accredited  investors, unless the common stock  is  listed  on  the
NASDAQ Small Cap Market.  Consequently, the "penny stock" rules may
restrict the ability of broker/dealers to sell our securities,  and
may adversely affect the ability of holders of the common stock  to
resell their shares in the secondary market.

We  are  dependent  on the continued development  of  the  Internet
infrastructure.

  Our industry is new and rapidly evolving. Our business would be
harmed if Internet usage does not continue to grow. Internet usage
may be inhibited for a number of reasons, including:

  * inadequate Internet infrastructure;

  * inconsistent quality of service; and

  * unavailability of cost-effective, high-speed service.

    If Internet usage grows, the Internet infrastructure may not be
able  to  support the demands placed on it by this growth,  or  its
performance  and reliability may decline. In addition,  web  sites,
including ours, have experienced interruptions in their service  as
a  result  of  outages  and other delays occurring  throughout  the
Internet  network infrastructure. We anticipate that these  outages
or  delays will occur from time to time in the future and, if  they
occur  frequently or for extended periods of time, Internet  usage,
including usage of our web site, could grow more slowly or decline.

Our  long-term success depends on the development of the electronic
commerce market, which is uncertain.

  Our future revenues substantially depend upon the widespread
acceptance and use of the Internet as an effective medium of commerce
by consumers. Demand for recently introduced products and services
over the Internet is subject to a high level of uncertainty. Although
independent market research firms forecast that the number of
Internet users worldwide will grow substantially in the next few
years, we cannot be certain that this growth will occur or that our
sales will grow at the same rate. The development of the Internet as
a viable consumer marketplace is subject to a number of risks
including:

                            20
<PAGE>

  * potential customers may be unwilling to shift their purchasing
from traditional sources to online sources;

  * insufficient availability of, or changes in, telecommunications
services  could  result in slower response times,  which  could delay
the acceptance of the Internet as an effective commerce medium;

  . continued growth in the number of Internet users;

  . concerns about transaction security;

  . continued development of the necessary technological infrastructure;

  . development of enabling technologies; and

  . uncertain and increasing government regulations.

Rapid  technological change could render our web sites and  systems
obsolete and require significant capital expenditures.

     The   Internet  and  the  electronic  commerce  industry   are
characterized  by  rapid technological change,  sudden  changes  in
customer  requirements and preferences, frequent  new  product  and
service  introductions  incorporating  new  technologies  and   the
emergence of new industry standards and practices that could render
our existing web sites and transaction processing systems obsolete.
The  emerging nature of these products and services and their rapid
evolution will require that we continually improve the performance,
features  and  reliability of our online services, particularly  in
response  to  competitive game and possibly, tournament  offerings.
Our success will depend, in part, on our ability:

  * to enhance our existing games and services; and

  * to  respond  to technological advances and emerging  industry
standards and practices on a cost-effective and timely basis.

    The  development of web sites and other proprietary  technology
entails  significant  technical and  business  risks  and  requires
substantial expenditures and lead time. We may be unable to use new
technologies  effectively  or  adapt  our  web  sites,  proprietary
technology   and   transaction-processing   systems   to   customer
requirements  or emerging industry standards that  could  harm  our
business.  Updating  our technology internally  and  licensing  new
technology  from  third parties may require significant  additional
capital expenditures and could affect our results of operations.

We  will  be  exposed to risks associated with electronic  commerce
security  and  credit card fraud, which may reduce collections  and
discourage online transactions.

    Consumer concerns about privacy or the security of transactions
conducted  on  the Internet may inhibit the growth of the  Internet
and   electronic  commerce.   To  securely  transmit   confidential
information, such as customer credit card numbers, we will rely  on
encryption and authentication technology that we will license  from
third parties. We cannot predict whether the algorithms we will use
to   protect   customer  transaction  data  will  be   compromised.
Furthermore,  our  servers may be vulnerable to  computer  viruses,
physical  or electronic break-ins and similar disruptions.  We  may
need  to  expend significant additional capital and other resources
to  protect  against  a  security breach or to  alleviate  problems
caused  by  any security breaches. The measures we take to  protect
against  security breaches may not be successful.  Our  failure  to
prevent security breaches could harm our business.

    Under  current credit card practices, a merchant is liable  for
fraudulent credit card transactions where, as will be the case with
the  transactions we will process, that merchant does not obtain  a
cardholder's signature. A failure to adequately control  fraudulent
credit  card  transactions could affect our revenues and  harm  our
business.

We   could  face  liability  for  information  displayed   on   and
communications through our web site.

    We  may  be  subject  to  claims  for  defamation,  negligence,
copyright or trademark infringement or other claims relating to the
information we publish on our web sites. These types of claims have
been brought, sometimes successfully, against Internet companies as

                           21
<PAGE>
well as print publications in the past. We also utilize email as  a
marketing medium, which may subject us to potential risks, such as:

  * liabilities or claims resulting from unsolicited email;

  * lost or misdirected messages; or

  * illegal or fraudulent use of email.

These  claims could result in substantial costs and a diversion  of
our  management's  attention and resources, which  could  harm  our
business.

Efforts  to  regulate  or  eliminate the  use  of  mechanisms  that
automatically collect information on visitors to our web  site  may
interfere with our ability to target our marketing efforts.

    Web  sites typically place a small tracking program on a user's
hard  drive without the user's knowledge or consent. These programs
automatically  collect data about any visits that a user  makes  to
various web sites.  Web site operators use these mechanisms  for  a
variety of purposes, including the collection of data derived  from
users'   Internet  activity.  Most  currently  available   Internet
browsers allow users to elect to remove these tracking programs  at
any  time or to prevent this information from being stored on their
hard  drive. In addition, some commentators, privacy advocates  and
governmental bodies have suggested limiting or eliminating the  use
of  these tracking mechanisms. Any reduction or limitation  in  the
use of this software could limit the effectiveness of our sales and
marketing efforts.

We   could  face  additional  burdens  associated  with  government
regulation of and legal uncertainties surrounding the Internet.

    New  Internet  legislation or regulation or the application  of
existing  laws  and  regulations to  the  Internet  and  electronic
commerce  could harm our business, financial condition and  results
of   operations.  We  are  subject  to  regulations  applicable  to
businesses generally and laws or regulations directly applicable to
communications over the Internet and access to electronic commerce.
Although  there  are  currently few laws and  regulations  directly
applicable to electronic commerce, it is possible that a number  of
laws  and  regulations may be adopted with respect to the  Internet
covering issues such as user privacy, pricing, content, copyrights,
distribution, antitrust, taxation and characteristics  and  quality
of  products and services. For example, the United States  Congress
recently   enacted  Internet  laws  regarding  children's  privacy,
copyrights  and  transmission  of sexually  explicit  material.  In
addition,  the  European Union recently enacted  its  own  Internet
privacy regulations. Furthermore, the growth and development of the
market  for electronic commerce may prompt calls for more stringent
consumer  protection  laws that may impose  additional  burdens  on
those  companies conducting business online.  The adoption  of  any
additional laws or regulations regarding the Internet may  decrease
the growth of the Internet or electronic commerce, which could,  in
turn,  decrease the demand for our games and services and  increase
our cost of doing business. In addition, if we were alleged to have
violated federal, state or foreign civil or criminal law, we  could
be  subject to liability, and even if we could successfully  defend
such  claims,  they  may involve significant legal  compliance  and
litigation costs.

Uncertainty of Emerging Technology and Business

   The  Internet based games and leisure activities industry is  an
emerging  business characterized by an increasing number of  market
entrants  who  have introduced or are developing an  array  of  new
products  and  services.  As is typically the case in  an  emerging
industry,   demand  and  market  acceptance  for  newly  introduced
products and services is subject to a high level of uncertainty. In
light  of  the evolving nature of this industry, there  can  be  no
assurance  as to the ultimate level of demand or market  acceptance
for  our  products  and services.  In addition,  there  can  be  no
assurance   that  we  will  successfully  implement  our   business
strategies,   expand   our  capacity,   maintain   the   cost   and
technological  competitiveness of our products and  services,  meet
our  current marketing objectives or succeed in positioning  us  as
the  preferred Internet games and entertainment services  provider.
There can also be no assurance that the present trends in growth of
Internet  use  and  users will continue or  that  capacity  of  the
Internet in general will be sufficient to meet anticipated  demands
or  that the present pricing structure for Internet access will  be
maintained in the future.

                             22
<PAGE>

Dependence on and Uncertain Acceptance of the Internet as a  Medium
for Commerce or Advertising

   Use  of  the  Internet  by consumers is at  an  early  stage  of
development, and market acceptance of the Internet as a medium  for
commerce  is  subject to a high degree of uncertainty.  Our  future
success  will  depend  on  its ability  to  significantly  increase
revenues, which will require the further development and widespread
acceptance   of  the  Internet  as  a  medium  for   commerce   and
advertising. There is no assurance that the Internet will become  a
successful retailing channel. The Internet may not prove  to  be  a
viable commercial marketplace because of inadequate development  of
the necessary infrastructure, such as reliable network backbones or
complementary  services,  such as high-speed  modems  and  security
procedures  for  financial  transactions.  The  viability  of   the
Internet  may prove uncertain due to delays in the development  and
adoption  of  new  standards and protocols (for example,  the  next
generation  Internet  Protocol)  to  handle  increased  levels   of
Internet  activity or due to increased government  regulations.  If
use  of the Internet does not continue to grow, or if the necessary
Internet infrastructure or complementary services are not developed
to effectively support growth that may occur, our business, results
of operations and financial condition could be materially adversely
affected.   Further,  there is no assurance  that  advertisers  and
advertising  agencies will accept the Internet  as  an  advertising
medium. If Internet advertising is not widely accepted by, or if we
are  not  successful in generating significant advertising revenues
from,   advertisers,  our  business,  results  of  operations   and
financial condition could be materially and adversely affected.

Uncertain Acceptance of Our Internet Content

   There  can  be no assurance that our content will be  attractive
to  a  sufficient number of users to generate significant revenues.
There  can also be no assurance that we will be able to anticipate,
monitor and successfully respond to rapidly changing consumer needs
and  preferences to attract a sufficient number of users to our Web
sites. If we are unable to develop Internet content that allows  us
to  attract,  retain  and expand a loyal user base,  our  business,
results  of  operations and financial condition will be  materially
and adversely affected.

Security Risks

   Despite the implementation of network security measures  by  us,
our  infrastructure is potentially vulnerable to computer break-ins
and  similar disruptive problems caused by our customers or others.
Consumer  concern  over  Internet  security  has  been,  and  could
continue  to  be,  a  barrier  to commercial  activities  requiring
consumers  to send their credit card information over the Internet.
Computer  viruses, break-ins or other security problems could  lead
to  misappropriation of proprietary information and  interruptions,
delays  or  cessation in service to our customers.  Further,  until
more   comprehensive  security  technologies  are  developed,   the
security  and privacy concerns of existing and potential  customers
may inhibit the growth of the Internet as a merchandising medium.

Government Regulation and Legal Uncertainties

   We  are  subject, both directly and indirectly, to various  laws
and  governmental regulations relating to its business. We  believe
that we are currently in compliance with such laws and that they do
not  have a material impact on our operations.  Moreover, there are
currently few laws or regulations directly applicable to access to,
or  commerce on the Internet. However, due to increasing popularity
and  use of the Internet, it is possible that a number of laws  and
regulations may be adopted with respect to the Internet. Such  laws
and  regulations may cover issues such as user privacy, pricing and
characteristics and quality of products and services. The enactment
of  any  such laws or regulations in the future may slow the growth
of  the  Internet, which could in turn decrease the demand for  our
services and increase our cost of doing business or otherwise  have
an  adverse  effect  on  our business, results  of  operations  and
financial condition. In addition, the applicability to the Internet
of existing laws governing issues such as property ownership, libel
and   personal  privacy  is  uncertain  and  could  expose  us   to
substantial  liability  for which we might not  be  indemnified  by
content  providers. We believe that our use of material on our  Web
sites  is  protected  under current provisions  of  copyright  law.
However,  legal rights to certain aspects of Internet  content  and
commerce  are  not clearly settled. There is no assurance  that  we
will  be  able  to continue to maintain rights to information.  The
failure  to be able to offer such information would have a material
adverse effect on our business, results of operations and financial
condition.

                             23
<PAGE>

Legality of our iPong Game and providing tournaments on the
Internet

   We  believe  that  our iPong game is a game of skill,  and  when
included in an entry fee tournament format, it does not fall  under
the  category  of  gambling on the Internet for  Federal  and  most
state's within the U.S.  We believe there are a minority of  states
that may consider this entry fee tournament format gambling on  the
Internet.   We plan to obtain written approval, or non-approval  to
operate our tournaments in all 50 states from the appropriate state
agencies.    However,  should a state or Federal  agency  determine
otherwise, we could incur significant legal expenses fighting  this
issue,  or could find that certain states will not allow this  type
of  pay-for-play tournaments within their state.   Should  we  find
that  certain  states  do not allow our tournaments,  we  have  the
ability to "lock out" participants from those states based on their
zip  code.  We believe at a minimum, the states of Nevada, Nebraska
and  Texas will not allow this form of tournament to operate on the
Internet.

   There  is  no  assurance that we will be  able  to  continue  to
operate  our iPong game on the Internet. The failure to be able  to
offer  this  game  would  have a material  adverse  effect  on  our
business, results of operations and financial condition.

Liability for Information Retrieved from the Internet

   Since  material  may be downloaded from Web  sites  and  may  be
subsequently  distributed  to others, there  is  a  potential  that
claims   will  be  made  against  us  for  defamation,  negligence,
copyright or trademark infringement or other theories based on  the
nature and content of such material. Such claims have been brought,
and sometimes successfully pressed, against on-line services in the
past. In addition, we could be exposed to liability with respect to
the  material  that may be accessible through our branded  products
and  Web sites. Although we carry general liability insurance,  our
insurance may not cover potential claims of this type or may not be
adequate to cover all costs incurred in defense of potential claims
or to indemnify us for all liability that may be imposed. Any costs
or  imposition of liability that is not covered by insurance or  in
excess  of insurance coverage could have a material adverse  effect
on  our business, results of operations and financial condition. We
are currently not aware of any such claims.

Dependence on Executive Officers and Key Employees

   Our  success  will  depend upon the services of  our  directors,
executive  officers and certain key employees.   There  can  be  no
assurance  that we will be successful in attracting  and  retaining
such  personnel, and our inability to attract such personnel  could
have  a  material adverse effect on us.  We intend  to  enter  into
agreements  with  all  of  our executive officers  containing  non-
disclosure  and  non-competition  provisions,  however,   no   such
agreements have yet been executed except with Mr. Kirk Johnson, our
CEO.   There  can  be  no  assurance that our directors,  executive
officers,  or key employees will remain associated with us  in  any
particular  capacity  or that they will not  compete,  directly  or
indirectly, with us.

                              24
<PAGE>
                         PART II   OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities and Use of Proceeds

We  issued 2,316,300 shares of common stock during the quarter  for
gross  proceeds of $2,895,375.  These share sales were  made  under
our  $5,000,000 private equity offering to accredited investors  at
$1.25  per  share.  These shares of common  stock  were  issued  to
accredited  investors pursuant to the exemptions from  registration
requirements  of  the  Securities  Act  provided  by  Section  4(2)
thereof.

We  issued 82,500 shares of common stock during the quarter as loan
incentives  pursuant to our $1.5 million convertible debt  offering
to  accredited debt holders. We also issued notes to these  holders
totaling $825,000.  The notes are convertible into common stock  at
$1.25  per share on or after June 1, 2000.  These shares of  common
stock  and  notes  were  issued pursuant  to  the  exemptions  from
registration requirements of the Securities Act provided by Section
4(2) thereof.

We  issued 52,500 shares of common stock during the quarter for the
exercise  of three stock warrants to two individuals in return  for
$47,625.  The warrants were converted at $.87 and $1.00 per  share.
These  shares of common stock were issued to these two  individuals
pursuant  to the exemptions from registration requirements  of  the
Securities Act provided by Section 4(2) thereof.

We  issued 40,785 shares of common stock during the quarter, valued
at  $3.31 per share, as partial consideration to an individual, for
the  assets  of  the chessed.com Internet site.   These  shares  of
common  stock  were  issued  to this  individual  pursuant  to  the
exemptions  from  registration requirements of the  Securities  Act
provided by Section 4(2) thereof.

We  issued  7,482  shares of common stock  during  the  quarter  as
partial  payment  for  services rendered  to  our  Chief  Financial
Officer  and  our  Controller.  These shares of common  stock  were
issued  to  these  two individuals pursuant to the exemptions  from
registration requirements of the Securities Act provided by Section
4(2) thereof.

We  issued 57,870 shares of common stock as payment for $57,870  of
preferred  stock accrued dividends.  These shares  were  issued  to
investors  pursuant to the exemption from registration requirements
of the Securities Act provided by Section 4(2) thereof.

We issued five stock options to five officers to purchase 2,895,000
shares  of  common stock at market prices ranging  from  $1.75  per
share  to  $3.00 per share.  The options vest over three years  and
have  lives of three years after vesting. These stock options  were
issued  to  officers  pursuant to the exemption  from  registration
requirements  of  the  Securities  Act  provided  by  Section  4(2)
thereof.

We  issued warrants to three individuals for professional  services
to  purchase  a total of 249,750 shares of common stock  at  market
prices from $2.44 per share to $3.25 per share.  The warrants  vest
between January 19, 2000 and January 18, 2001. These stock warrants
were  issued  to independent contractors pursuant to the  exemption
from  registration requirements of the Securities Act  provided  by
Section 4(2) thereof.

Item 3.  Defaults upon Senior Securities

None.

Item 4.  Submission of matters to a vote of Security Holders

None.

Item 5.  Other Information

On  April 1, 2000 we entered into an employment agreement to end on
September 30, 2002 with Scott Berry whereby he serves as our  Chief
Financial Officer.  Mr. Berry is entitled to receive a base  salary
of  $85,000.00 annually, payable one-half in cash and  one-half  in

                               25
<PAGE>
restricted  Common  Stock,  at $1.00 per share,  issued  quarterly.
Mr.  Berry's employment agreement also includes a change of control
provision whereby the lump sum to which Mr. Berry would be entitled
to  upon a change of control would be payable one-half in cash  and
one-half in restricted Common Stock at $1.00 per share.  Mr.  Berry
was  also granted options to purchase 300,000 shares of our  Common
Stock  at $2.81 per share on January 19,2000.  The options vest  as
follows:   25,000  shares  on January 19, 2000  and  25,000  shares
vesting quarterly starting on March 31, 2000.  The options  have  a
three-year life after vesting.

On April 13, 2000 we purchased the Internet site www.winbridge.com
for $800,000, $200,000 in cash and $600,000 in common stock from an
individual.  Please see our Current report on Form 8-K filed on
April 25, 2000 reporting this asset acquisition.

Item 6.   Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.     Description
-----------     -----------
   10.10         Employment Agreement with Scott Berry dated
                 April 1, 2000
   27            Financial Data Schedule

(b) Reports on Form 8-K

     Current report on Form 8-K filed on January 27, 2000 reporting
Item 2 (Acquisition or Disposition of Assets): Asset purchase
Agreement dated January 13, 2000, whereby WebQuest International,
Inc. purchased the Internet web site www.chessed.com from an
individual.  No financial statements were required to be filed with
this report.


                                 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 as duly authorized.

WebQuest International, Inc.
(Registrant)


 /s/ Scott Berry
-------------------------
Scott Berry
Chief Financial Officer


Dated:   May 15, 2000