FORM 10-QSB
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
 (Mark One) [X ] Quarterly report pursuant to Section 13 or
    15(d) of the Securities Exchange Act of 1934
     For the quarterly period ended...6/30/99
                             or
[ ] Transition report pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934
 For the transition period from January 1, 1999 to June 30,
                            1999
              Commission file number 000-24355.
                WebQuest International, Inc.
   (Exact name of registrant as specified in its charter)
                           Nevada
     (State or other jurisdiction of Identification No.)
                         86-0894019
       (I.R.S. Employer incorporation or organization)
         1662 N. Hwy 395, Suite 203 Minden NV 89403
          (Address of principal executive offices)
                        775-782-0350
    (Registrant's telephone number, including area code)
        Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13
 or 15(d) of the Securities Exchange Act of 1934 during the
  preceding 12 months (or for such that the registrant was
             required to file such reports), and
     (2) has shorter period been subject to such filing
             requirements for the past 90 days.
                       Yes_X__ No_____
 As of June 30, 1999 there were 4,608,118 outstanding shares
 of the issuer's Common stock, $.001 par value, outstanding.
        Transitional Small Business Disclosure Format
                      Yes_____ No__X___






<PAGE>









TABLE OF CONTENTS
Part I. Financial Information
Item 1.
Financial Statements Unaudited Condensed Balance Sheets, as
 of June 30, 1999 and September 30 ,1998
Unaudited Condensed Statements of Operations, for the three
 and nine months ended June 30, 1999 and 1998, and from
 inception on November 5, 1996 through June 30, 1999
Unaudited Condensed Statements of Comprehensive income, for
 the three and nine months ended June 30, 1999 and 1998, and
 from inception on November 5, 1996 through June 30, 1999
Unaudited Condensed Statements of Cash Flows, for the nine
 months ended June 30, 1999 and 1998, and from
 inception on November 5, 1996 through June 30, 1999
Notes to Unaudited Condensed Financial Statements



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

Part II Other Information
Item 1.
Legal Proceedings
Item 2.
Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K Signatures -2-




<PAGE>


ITEM 1. FINANCIAL STATEMENTS



                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

                      UNAUDITED CONDENSED BALANCE SHEETS


                                    ASSETS


                                      June 30, September 30,
                                        1999        1998
                                    ___________  ___________
CURRENT ASSETS:
  Cash                                $     100    $   4,682
  Marketable Securities, available-
    for sale                                  -      107,451
  Employee advances                         258          258
                                    ___________  ___________
        Total Current Assets                358      112,391
                                    ___________  ___________

PROPERTY AND EQUIPMENT, net              70,673       21,875
                                    ___________  ___________
OTHER ASSETS:
  Refundable deposits                     3,555        3,751
  Software licensing rights, net              -      825,000
                                    ___________  ___________

        Total Other Assets                3,555      828,751
                                    ___________  ___________
                                      $  74,586    $ 963,017
                                    ___________  ___________












                                  [Continued]

                                     -2-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

                      UNAUDITED CONDENSED BALANCE SHEETS

                                  [Continued]

                LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

                                           June 30,  September 30,
                                             1999         1998
                                         ___________  ___________
CURRENT LIABILITIES:
  Bank overdraft                           $   2,165    $       -
  Accounts payable                           109,983       71,114
  Advances - related parties                     559        6,500
  Notes payable - related parties             69,650       17,582
  Other accrued liabilities                  162,083      100,989
  Accrued dividends payable                   56,974       30,779
  Current portion - capital lease
   obligation                                  3,095        2,420
  Notes payable                              215,000            -
                                         ___________  ___________
        Total Current Liabilities            619,509      229,384
                                         ___________  ___________
LONG-TERM OBLIGATIONS:
  Capital lease obligation, less
   current portion                             4,724        7,137
                                         ___________  ___________
        Total Long-Term Obligations            4,724        7,137
                                         ___________  ___________
                                             624,233      236,521
                                         ___________  ___________

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value,
   5,000,000 shares authorized,
   212,500 and 396,000 shares of 12%
   Series B convertible preferred
   stock issued and outstanding as of
   1999 and 1998, respectively                   213          396
  Common stock, $.001 par value,
   20,000,000 shares authorized,
   4,608,118 and 4,258,618 shares
   issued and outstanding as of 1999
   and 1998, respectively                      4,608        4,259
  Capital in excess of par value           2,811,369    2,630,515
  Deficit accumulated during the
   development stage                      (3,272,142)  (1,548,718)
                                         ___________  ___________
                                            (455,952)   1,086,452

  Less:  Receivable stock subscription       (36,114)     (36,114)
         Deferred compensation expense
          in accordance with APB 25          (57,581)    (239,407)
         Unrealized (loss) - marketable
          securities                               -      (84,435)
                                         ___________  ___________
        Total Stockholders' Equity
         (Deficit)                          (549,647)     726,496
                                         ___________  ___________
                                           $  74,586    $ 963,017
                                         ___________  ___________

NOTE:  The balance sheet at September 30, 1998 was taken from the audited
       financial statements at that date and condensed.

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

                                  -3-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

                 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                         For the Three           For the Nine     From Inception
                          Months Ended           Months Ended     on November 5,
                            June 30,                June 30,        1996 Through
                    _______________________ _______________________   June 30,
                        1999        1998        1999        1998        1999
                    ____________ __________ ____________ __________ ____________
REVENUE             $     2,250  $       -  $     3,250  $       -  $     3,250
                    ____________ __________ ____________ __________ ____________

EXPENSES:
 Selling expense         25,634     21,048       63,642     84,298      400,838
 General and
  administrative      1,166,084    135,194    1,638,133    413,980    2,553,186
 Compensation expense
  recorded in
  accordance with APB
  25 for stock options
  issued below market
  value                       -     45,889            -    162,663      273,313
                    ____________ __________ ____________ __________ ____________
    Total Expenses    1,191,718    202,131    1,701,775    660,941    3,227,337
                    ____________ __________ ____________ __________ ____________
LOSS FROM
 OPERATIONS          (1,189,468)  (202,131)  (1,698,525)  (660,941)  (3,224,087)
                    ____________ __________ ____________ __________ ____________
OTHER INCOME
(EXPENSE):
 Gain (loss) on
  sale of marketable
  securities                  -          -       14,743          -       28,106
 Interest income              -          -           21          -           21
 Interest (expense)      (8,557)      (696)     (13,468)    (1,794)     (19,208)
                    ____________ __________ ____________ __________ ____________
    Total Other
    Income (Expense)     (8,557)      (696)       1,296     (1,794)       8,919
                    ____________ __________ ____________ __________ ____________

LOSS BEFORE INCOME
 TAXES               (1,198,025)  (202,827)  (1,697,229)  (662,735)  (3,215,168)

CURRENT TAX EXPENSE           -          -            -          -            -

DEFERRED TAX EXPENSE          -          -            -          -            -
                    ____________ __________ ____________ __________ ____________
NET LOSS            $(1,198,025) $(202,827) $(1,697,229) $(662,735) $(3,215,168)

LESS: PREFERRED
 DIVIDEND
 REQUIREMENTS            (7,798)   (14,644)     (26,195)   (40,714)     (56,974)
                    ____________ __________ ____________ __________ ____________
NET LOSS APPLICABLE
 TO COMMON
 STOCKHOLDERS       $(1,205,823) $(217,471) $(1,723,424) $(703,449) $(3,272,142)
                    ____________ __________ ____________ __________ ____________
LOSS PER COMMON
 SHARE              $      (.26) $    (.06) $      (.39) $    (.19) $      (.95)
                    ____________ __________ ____________ __________ ____________


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

                                     -4-
<PAGE>
                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

            UNAUDITED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME



                         For the Three           For the Nine     From Inception
                          Months Ended           Months Ended     on November 5,
                            June 30,                June 30,        1996 Through
                    _______________________ _______________________   June 30,
                        1999        1998        1999        1998        1999
                    ____________ __________ ____________ __________ ____________

NET LOSS            $(1,198,025) $(202,827) $(1,697,229) $(662,735) $(3,215,168)

OTHER COMPREHENSIVE
 INCOME (LOSS):

 Adjusted for
  realized losses
  on available for
  sale securities
  which were
  recognized in
  prior periods as
  unrealized holding
  losses on
  marketable
  securities
  available for sale          -          -       84,435          -            -
                    ____________ __________ ____________ __________ ____________
COMPREHENSIVE INCOME
 (LOSS)             $(1,198,025) $(202,827) $(1,612,794) $(662,735) $(3,215,168)
                    ____________ __________ ____________ __________ ____________



























   The accompanying notes are an integral part of these unaudited condensed
   financial statements.
                                      -5-
<PAGE>
                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

                 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                        Net Increase (Decrease) In Cash


                                          For the Nine      From Inception
                                          Months Ended      on November 5,
                                            June 30,        1996 Through
                                     ______________________   June 30,
                                         1999       1998        1999
                                     ____________ __________ ____________

Cash Flows from Operating
 Activities:
  Net loss applicable to common
   stockholders                      $(1,723,424) $(703,449) $(3,272,142)
  Adjustments to reconcile net loss
   to net cash used by operating
   activities
    Depreciation and amortization      1,023,228     75,810    1,201,766
    Non-cash expense                     204,176      3,998      336,747
    APB 25 compensation recorded
     for stock options issued
     below market value                        -    162,663      273,313
    Changes in assets and liabilities:
     (Increase) in employee advances           -       (150)        (258)
     Increase in bank overdraft            2,165          -        2,165
     Increase in accounts payable         38,869     23,141      109,983
     Increase (decrease) in advances
      related parties                     (5,941)       200          559
     Increase in accrued liabilities      61,094     66,807      162,083
                                     ____________ __________ ____________
     Net Cash (Used) by Operating
      Activities                        (399,833)  (370,980)  (1,185,784)
                                     ____________ __________ ____________

Cash Flows from Investing Activities:
 (Increase) decrease in refundable
  deposits                                   196     (1,005)      (3,555)
  Purchase of equipment                  (46,026)    (7,042)     (71,439)
  Purchase of software licensing
   rights                                      -          -     (300,000)
  Proceeds from marketable securities
   sales                                 206,624          -      276,987
                                     ____________ __________ ____________
     Net Cash Provided (Used) by
      Investing Activities               160,794     (8,047)     (98,007)
                                     ____________ __________ ____________

Cash Flows from Financing Activities:
 Proceeds from notes payable             200,000          -      200,000
 Proceeds from notes payable -
 related party                            90,000     25,000      218,500
  Payments on notes payable -
  related party                          (40,000)   (23,038)    (153,532)
  Payments on capital lease
   obligation                             (1,738)         -       (2,070)
  Proceeds from preferred stock
   issuance                                    -    183,500      344,750
  Proceeds from common stock issuance          -    189,300      659,269
  Increase in accrued dividends
   payable                                26,195     40,714       56,974
  Stock offering costs                   (40,000)         -      (40,000)
                                     ____________ __________ ____________
     Net Cash Provided by Financing
      Activities                         234,457    415,476    1,283,891
                                     ____________ __________ ____________
Net Increase (Decrease) in Cash           (4,582)    36,449          100

Cash at Beginning of Period                4,682      9,321            -
                                     ____________ __________ ____________
Cash at End of Period                $       100  $  45,770  $       100
                                     ____________ __________ ____________

                                  [Continued]

                                    -6-
<PAGE>

                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

                 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                        Net Increase (Decrease) In Cash

                                  [Continued]


                                          For the Nine      From Inception
                                          Months Ended      on November 5,
                                            June 30,        1996 Through
                                     ______________________    June 30,
                                         1999       1998         1999
                                     ____________ __________ ____________

Supplemental Disclosures of Cash
 Flow Information:
  Cash paid during the year and
   from inception for:
    Interest                         $     4,376  $       -  $     5,091
    Income taxes                     $         -  $       -  $         -


Supplemental schedule of Non-cash Investing and Financing Activities:
  For the nine month period ended June 30, 1999 (Unaudited):
     The  Company  issued 100,000 shares of common stock valued at $175,000  for
     the  purchase  of the technology rights, source code, and documentation  of
     iPONG from a related party [See Note 4].

     The  Company issued 20,000 shares of common stock valued at $20,000  as  an
     incentive to acquire $200,000 in convertible promissory notes [See Note 5].

     The  Company issued 20,000 shares of common stock valued at $20,000  for  a
     finder's  fee  in acquiring $200,000 in convertible promissory  notes  [See
     Note 5].

     The  Company issued 10,000 shares of common stock valued at $10,000 for the
     purchase of SCAVENGERnet.  The Company issued 10,000 shares of common stock
     valued  at  $10,000 for the purchase of BannerClicks.  The  Company  issued
     6,000  shares of common stock valued at $6,000 for the purchase of  Nancy's
     Kitchen.

     The Company has expensed its remaining software licensing rights in the net
     amount of $825,000 due to the termination of the license agreement.

     The  Company  has  accounted for 183,500 shares of common  stock  as  being
     issued in the conversion of 183,500 preferred shares.

     Amortization  of  deferred  compensation  on  stock  options  amounted   to
     $181,826.







                                  [Continued]

                                      -7-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

                 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                        Net Increase (Decrease) In Cash

                                  [Continued]


  For the nine month period ended June 30, 1998 (Unaudited):

     The  Company  issued  48,750 shares of common stock in  the  conversion  of
     48,750 preferred shares.

     The Company issued 3,000 shares of common stock in exchange for programming
     costs valued at $3,000.

     The  Company  issued  1,000 shares of common stock to an  employee  of  the
     Company in payment of $1,000 bonus.

     The Company issued stock options to purchase 180,000 shares of common stock
     to an officer of the Company at below market value prices.  Additional paid
     in  capital  of  $159,120  was recorded, $75,928  in  current  compensation
     expense  was  recorded  and  $83,192 of deferred  compensation  expense  (a
     reduction to stockholders' equity) was recorded.

     Amortization  of  deferred compensation on stock options granted  prior  to
     October 1, 1997 amounted to $88,078.
























   The accompanying notes are an integral part of these unaudited condensed
   financial statements.
                                    -8-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - The Company was organized under the laws of the State of Nevada
  on  November 5, 1996.  The Company has commenced principal operations, but has
  not generated any significant revenues therefrom.  Accordingly, the Company is
  considered a development stage company as defined in SFAS No. 7.  The  Company
  develops  and  markets an interactive game arcade, known  as  the  iPONG  Game
  Arcade on the Internet.  The Company also purchases other websites for use  in
  an  interactive  chat  room.  The Company derives revenue  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
  June 30, 1999 and for all the periods presented have been made.

  Certain  information and footnote disclosures normally included  in  financial
  statements   prepared   in  accordance  with  generally  accepted   accounting
  principles  have  been  condensed or omitted.   It  is  suggested  that  these
  condensed  financial  statements  be read in conjunction  with  the  financial
  statements  and  notes thereto included in the Company's  September  30,  1998
  audited financial statements.  The results of operations for the period  ended
  June  30, 1999 is not necessarily indicative of the operating results for  the
  full year.

  Marketable  Securities  -  The  Company's  investments  in  marketable  equity
  securities  are  held  for an indefinite period and  thus  are  classified  as
  available-for-sale.  Available-for-sale securities are recorded at fair  value
  under  the  caption  "marketable securities" on the balance  sheet,  with  the
  change in fair value during the period excluded from earnings and recorded  as
  a  separate  component  of equity.  Fair value of the  equity  securities  was
  determined on a specific identification basis in computing unrealized gain  or
  loss.

  Property  and  Equipment  -  Property  and  equipment  are  stated  at   cost.
  Expenditures  for major renewals and betterments that extend the useful  lives
  of  property  and  equipment are capitalized, upon being  placed  in  service.
  Expenditures  for maintenance and repairs are charged to expense as  incurred.
  Depreciation  is computed for financial statement purposes on a  straight-line
  basis  over the estimated useful lives of the assets, which ranges from  three
  to seven years.

  Software  Licensing Rights - Software licensing rights were  stated  at  cost.
  The  Company  was amortizing the software licensing rights on a  straight-line
  basis  over ten-years (the original term of the agreement).  During May  1999,
  the Company fully expensed the licensing rights [See Note 4].

  Income  Taxes  -  The  Company accounts for income taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109, "Accounting  for  Income
  Taxes."   This  statement  requires  an  asset  and  liability  approach   for
  accounting for income taxes.

  Dividend  Policy - The Company has not paid any dividends on common  stock  to
  date  and  does  not  anticipate  paying dividends  on  common  stock  in  the
  foreseeable  future.  The Company has a dividend requirement with  respect  to
  its preferred stock.
                                      -9-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Revenue  Recognition  -  The  Company receives revenues  from  the  sale  of
  advertising.

  Loss Per Share - The Company presents Loss Per Share according to Statement of
  Financial  Accounting  Standards (SFAS) No. 128 "Earnings  Per  Share",  which
  requires  the  Company to present basic loss per share and dilutive  loss  per
  share when the effect is dilutive.

  Cash  and Cash Equivalents - For purposes of the statement of cash flows,  the
  Company considers all highly liquid debt investments purchased with a maturity
  of three months or less to be cash equivalents.

  Stock   Based  Compensation  -  The  Company  accounts  for  its  stock  based
  compensation in accordance with Statement of Financial Accounting Standard 123
  "Accounting  for  Stock-Based Compensation".  This  statement  establishes  an
  accounting  method  based on the fair value of equity instruments  awarded  to
  employees  as  compensation.  However, companies  are  permitted  to  continue
  applying previous accounting standards in the determination of net income with
  disclosure in the notes to the financial statements of the differences between
  previous  accounting measurements and those formulated by the  new  accounting
  standard.  The Company has adopted the disclosure only provisions of SFAS  No.
  123;  accordingly,  the  Company has elected to  determine  net  income  using
  previous accounting standards.

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

NOTE 2 - MARKETABLE SECURITIES

  During  the  nine month period ended June 30, 1999, the Company  sold  all  of
  their  remaining marketable securities for proceeds totaling $206,624.  During
  the  nine months ended June 30, 1999, the Company recorded a realized gain  on
  the  sale  of securities of $14,743.  The marketable securities sold consisted
  of common stock in an entity, which is also a shareholder of the Company,

NOTE 3 - NOTES PAYABLE

  During  April  1999,  the  Company  commenced  an  offering  to  raise  up  to
  $1,500,000.  The  offering  allows accredited  investors  to  purchase  units,
  consisting  of  $10  in  principal  amount  of  12%  Convertible  Subordinated
  Promissory  Notes issued by the Company and one share of common stock  of  the
  Company.   Each  unit  will  sell for $10.  Interest  on  the  notes  compound
  annually  and  the promissory notes mature on June 1, 2000.   The  outstanding
  principal and accrued interest on the notes may be converted, at the option of
  the  holder of the note, at any time beginning one year following the issuance
  date  thereof  into shares of common stock at a conversion rate of  $1.25  per
  share.  The securities to be sold have not been registered with the Securities
  and  Exchange  Commission.   As  of June 30,  1999,  20,000  units  have  been
  purchased  for  total proceeds of $200,000.  Also as of  June  30,  1999,  the
  Company has accrued $5,195 in accrued interest on the notes.

                                      -10-
<PAGE>

                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 3 - NOTES PAYABLE [Continued]

  During  February 1999, the Company issued a $15,000 12% note payable, maturing
  August  1999  to  a  consulting firm in consideration for  cancellation  of  a
  consulting agreement.

NOTE 4 - SOFTWARE LICENSE RIGHTS

  Licensing and Marketing Agreement - During September 1997, the Company entered
  into  a licensing and marketing agreement with Homeseekers.com (formerly known
  as  NDS Software, Inc.) for the use of an interactive advertising game for use
  on the Internet (commonly known as "iPONG").  Homeseekers.com is considered to
  be   an  affiliate  of  the  Company  because  it  has  the  same  controlling
  shareholders as the Company.  The agreement, as amended, provided for  a  ten-
  year  term and an automatic renewal for an additional ten years. The agreement
  required the Company to pay 7% of gross revenues for the first year after  the
  live date (April 1, 1998), 10% of gross revenues for the second year after the
  live date, and 15% thereafter and also to pay $20,000 per month commencing  at
  the  live  date for "website" fees.  During July 1998, the payment of  $20,000
  per month was amended to a pro-rata charge for services.  Further, the Company
  was  to  pay  $125  per  hour  for  Webpage development,  website  changes  or
  customization, and management consulting, plus $0.50 per question for question
  development  and support.  As partial consideration for the license  agreement
  the  Company  issued 700,000 shares of common stock (valued  at  $700,000)  to
  Homeseekers.com during September 1997.

  During  May  1999,  the license agreement was canceled and the  Company  fully
  expensed the licensing rights.  Amortization expense for the nine-month period
  ended  June 30, 1999 amounted to $825,000.  Also during May 1999, the  Company
  entered  into  a new agreement with Homeseekers.com wherein the new  agreement
  provided  for  the  transfer  of ownership to the Company  of  the  technology
  rights,   software  and  source  code  that  was  previously   licensed.    As
  consideration, the Company agreed to pay a royalty of 7% of gross revenues for
  a  period  of  five  years  and to issue 100,000 shares  of  common  stock  to
  Homeseekers.com  valued at $175,000.  As the technology was purchased  from  a
  related  party, the company recorded the purchase at the carry  over-basis  of
  the  technology of $0, resulting in the $175,000 being expensed.  The  Company
  will  continue its business relationship with Homeseekers.com for such  things
  as   consultation,   programming  services  and  Website  hosting.    Website,
  consulting  and question development fees are expensed as incurred.   Website,
  consulting  and question development expense for the nine-month periods  ended
  June 30, 1999 and 1998 amounted to $37,791 and $69,298, respectively.

  Non-exclusive License Agreement - On July 3, 1997, the Company entered into  a
  non-exclusive licensing agreement with a Delaware corporation, Atari-JTS Corp.
  that  owns  the  software,  programs,  trade  names,  trademarks,  promotional
  material,  and  intellectual property for use on the Internet.  The  agreement
  with  the  Company has a five year term, which is renewable for an  additional
  five  years  if minimum royalty fees received are at least $400,000  over  the
  five year period, and allows the Company to license and use the game (Pong) in
  connection  with  its website on a non-exclusive basis.  As consideration  for
  this agreement the Company paid a $5,000 non-refundable execution of agreement
  fee.   The  Company  also agreed to pay a quarterly 1/10 of one  cent  ($.001)
  royalty  fee for each player who accesses Pong; with a base amount  of  $5,000
  per quarter to the Delaware corporation if the number of Pong players fails to
  exceed  5,000,000  in  each quarter.  Royalty fees are expensed  as  incurred.
  Royalty  expense  for  the nine-month periods ended June  30,  1999  and  1998
  amounted to $11,667 and $15,000, respectively.

                                     -11-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 - CAPITAL STOCK

  Series  B Convertible Preferred Stock - The Company authorized 500,000  shares
  of  preferred stock to be designated as Series B Convertible Preferred  Stock.
  The Series B Convertible Preferred Stock pays dividends at the rate of 12% and
  is  fully  cumulative.   The  Series B Convertible Preferred  Stock  shall  be
  entitled to receive dividends, commencing December 1, 1998, at an annual  rate
  of 12% per share out of the funds legally available and to the extent declared
  by  the  Board  of  Directors.  The dividends were to be paid  in  semi-annual
  installments  on  December  1 and June 1 commencing  December  1,  1998.   The
  dividends may be paid either in cash, in common stock of the corporation or  a
  combination  thereof.   The  Series  B Convertible  Preferred  Stock  will  be
  automatically converted to one (1) share common stock one year from  the  date
  of  issuance.   The holders of Series B Convertible Preferred Stock  shall  be
  entitled  to  one  (1)  vote for each share of Series B Convertible  Preferred
  Stock  held.  As of June 30, 1999, no dividends have been paid and the Company
  has  accrued  preferred dividends totaling $56,974.  As of June  30,  1999,  a
  total  of  277,250 out of 489,750 originally issued shares of preferred  stock
  have been accounted for as converted to 277,250 shares of common stock due  to
  the  automatic conversion of preferred stock to common stock at one year  from
  date of issuance.

  Warrants  -  In  connection with the issuance of a  $20,000  note  payable  on
  October  28,  1998 to an individual, the Company granted warrants to  purchase
  20,000  shares of the Company's common stock at $1.00 per share.  The warrants
  expire on October 28, 2002.  The note was due on November 28, 1998 with  5,000
  warrants due to be granted as payment of the default penalty for each week the
  note  is  in default.  During March 1999, the Company renegotiated the $20,000
  note  by  extending  the  due date to May 1, 1999.   The  Company  granted  an
  additional 5,000 warrants to purchase the Company's common stock at $1.00  per
  share  as  consideration for the renegotiation and granted a total  of  85,000
  warrants to purchase the Company's common stock at $1.00 per share as  payment
  of the default penalty.  During April 1999, the Company paid this note in full
  with  its  corresponding interest of $1,025.  As of June 30, 1999, no warrants
  have been exercised.

  During  April 1999, the Company granted warrants to purchase 16,000 shares  of
  the Company's common stock at $1.25 per share to the finder as part of the fee
  in obtaining $200,000 in convertible promissory notes [See Note 7].

  Confidential  Offering  Memorandum - During April  1999,  the  Company  issued
  20,000  shares  of  its common stock as an incentive to  acquire  $200,000  in
  convertible  promissory  notes [See Note 3].   Also  during  April  1999,  the
  Company  issued  20,000  shares of its common  stock  as  a  finder's  fee  in
  acquiring the $200,000 in convertible promissory notes [See Note 7].

  SCAVENGERnet  -  During  October 1998, the Company  entered  into  a  purchase
  agreement  with two individuals to purchase a game (with all rights, software,
  programs,  source codes, copyrights, trade secrets, patent rights,  and  other
  applicable   rights  for  use  on  the  Internet)  called  SCAVENGERnet.    As
  consideration for this purchase agreement the Company gave $5,000 down, $5,000
  due  on  January  9,  1999, and 10,000 shares of its common  stock  valued  at
  $10,000  or  $1.00  per  share.  During January 1999,  the  Company  paid  the
  remaining $5,000.

  BannerClicks  -  During  April  1999, the  Company  entered  into  a  purchase
  agreement  with an individual to purchase a banner exchange program (with  all
  rights,  software,  programs, customer lists, licenses, and  other  applicable
  rights  for use on the Internet). As consideration for this purchase agreement
  the  Company  paid $10,000 cash and issued 10,000 shares of its  common  stock
  valued at $10,000 or $1.00 per share.

                                     -12-
<PAGE>

                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 - CAPITAL STOCK [Continued]

  iPONG - During May 1999, the Company issued 100,000 shares of common stock for
  the  purchase of the previously licensed Internet software called iPONG valued
  at $175,000 or $1.75 per share [See Note 4].

  Nancy's  Kitchen  -  During  May 1999, the Company  entered  into  a  purchase
  agreement  with an individual to purchase a website (with all right, software,
  programs,  source codes, copyrights, trade secrets, patent rights,  and  other
  applicable  rights  for  use  on the Internet)  called  Nancy's  Kitchen.   As
  consideration for this purchase agreement the Company paid $19,000 cash during
  May and June 1999 and issued 6,000 shares of its common stock valued at $6,000
  or  $1.00  per  share.  Also during May 1999, the Company granted  the  former
  owner  of  Nancy's  Kitchen stock options to purchase  10,000  shares  of  the
  Company's common stock at $0.50 per share [See Note 7].

  Stock Options - During December 1998, the Company granted options to the Vice-
  President of the Company to purchase 200,000 shares of common stock  at  $1.00
  per share.  These options vest immediately and expire in December 2003.  As of
  June 30, 1999, none of these options have been exercised.

  During February 1999, the Company granted options to the operations manager of
  the  Company  to  purchase 10,000 shares of common stock at $1.00  per  share.
  2,500  options vested immediately and the remaining options vest at a rate  of
  2,500  every  3  months for the next 9 months.  As of June 30, 1999,  none  of
  these options have been exercised.

  During  February  1999,  a new member of the Board of  Directors  was  granted
  options  to purchase 10,000 shares of stock at $1.00 per share with  immediate
  vesting.  As of June 30, 1999, none of these options have been exercised.

  During April 1999, the Company granted options to an officer of the Company to
  purchase  11,000  shares  of common stock at $.50 per  share.   2,500  options
  vested  immediately  and the remaining options vest at a  rate  of  2,125  per
  quarter.  As of June 30, 1999, none of these options have been exercised.

NOTE 6 - INCOME TAXES

  The  Company  accounts  for  income  taxes in  accordance  with  Statement  of
  Financial Accounting Standards No. 109 Accounting for Income taxes [FASB 109].
  FASB 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 June 30, 1999, the total of all deferred tax
  assets  was  approximately  $867,700  and  the  total  of  the  deferred   tax
  liabilities  was approximately $80,000. 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
  $787,300  as of June 30, 1999, which has been offset against the deferred  tax
  assets.   The  net change in the valuation allowance during the  period  ended
  June 30, 1999 amounted to approximately $407,280.

                                     -13-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 7 - RELATED PARTY TRANSACTIONS

  At June 30, 1999, the Company is indebted to related parties for the following
  notes payable and advances payable:
                                                       1999
                                                    _________
  12% unsecured demand notes payable to a
    shareholder of the Company with interest
    compounding annually ($4,442 of the balance
    owing represents compounding interest),
    the Company has accrued $1,015 of interest
    as of June 30, 1999                             $ 17,062

  10% unsecured demand notes payable to a
    shareholder of the Company, the Company
    has accrued $3 of interest as of June 30,
    1999                                                  15

  12% unsecured demand note payable to a
    shareholder of the Company, the Company
    has accrued $35 of interest as of June 30,
    1999                                                 279

  Unsecured demand advances payable to a
    shareholder and officer of the Company               259

  12% unsecured demand note payable to a
    shareholder of the Company, the Company
    has accrued $7 of interest as of June 30,
    1999                                                  54

  12% unsecured demand note payable to an
    entity related to a shareholder of the Company
    with interest compounding annually ($240 of
    the balance owing represents compounding
    interest), the Company has accrued $45 of
    interest as of June 30, 1999                       2,240

  12% unsecured demand note payable to a
    related entity, which is a shareholder of the
    Company, the Company has accrued $1,710
    of interest as of June 30, 1999                   50,000

  Unsecured demand advances payable to a
    shareholder of the Company                           300
                                                    _________
     Total Long-term obligations                      70,209

  Less:  current maturities                          (70,209)
                                                    _________
  Long-term obligations, excluding current portions $      -
                                                    _________
                                      -14-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 7 - RELATED PARTY TRANSACTIONS [Continued]

  Finder's Fee - During April 1999, the Company entered into an agreement for  a
  finder's  fee  to  an individual related to an officer of  the  Company.   The
  agreement  is  for  the finder to use its reasonable best efforts  to  arrange
  introductions with institutional and/or individual investors for  purposes  of
  potential  participation in the offering.  As consideration for the agreement,
  the  Company  is  to  pay a finder's fee equal to 20% of  the  gross  proceeds
  received  by  the  Company from the sale of units to those  investors  in  the
  offering introduced to the Company by the finder.  50% of this fee is paid  in
  cash and 50% is paid by issuance of the Company's common stock at the rate  of
  $1.00  per share.  The Company also gave as consideration warrants to purchase
  that  number of shares of the Company's common stock at an exercise  price  of
  $1.25  per  share  as is equal to 10% of the gross proceeds  received  by  the
  Company  from the sale of Units divided by 1.25.  Such warrants shall  have  a
  term  of two years.  As of June 30, 1999, the Company has paid $20,000 in cash
  and issued 20,000 shares of its common stock [See Note 5].

  Employment  Agreements  -  As  of September  30,  1997,  the  Company  had  an
  employment   agreement  for  the  position,  which  includes   Vice-President,
  Secretary and Treasurer, which became effective as of October 1, 1997 and  has
  a  term of two years.  The agreement provides for a base salary of $2,000  per
  week  ($104,000  per year) commencing December 1, 1997.  For the  period  from
  October  1, 1997 through November 30, 1997 the employee received 30,000  stock
  options.   All 30,000 options received were fully vested.  The agreement  also
  provided  for  stock  options to be immediately granted  to  purchase  150,000
  shares  of registered common stock of the Company. Options to purchase  75,000
  shares  of common stock vested on October 1, 1998 while the remainder  of  the
  options  (75,000  shares)  will  vest  on  October  1,  1999.   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. Once  vested  the
  options  are  exercisable  for a five-year period from  the  date  of  vesting
  whether  or  not the employee is still employed by the company.  However,  the
  employee must be employed by the company on the date of vesting or the options
  for  that date will not vest.  The options are exercisable at $.116 per  share
  which  was  less than the current market value of the stock on  the  date  the
  agreement took effect and the options were granted.  During January 1999,  the
  Vice-President, Secretary and Treasurer became the acting President and  Chief
  Executive Officer of the Company.

  During  May  1999, the Company entered into an employment agreement  with  the
  former  owner  of  Nancy's Kitchen, which is an at-will employment  agreement.
  The  agreement provided for a base hourly wage of $20 per hour and granted the
  employee  options to purchase 10,000 shares of the Company's common  stock  at
  $0.50 per share [See Note 5].

  The  Company  had  an  employment agreement with its  former  Chief  Executive
  Officer ("CEO") which had a two-year term effective as of September 22,  1997.
  The agreement provided for a base salary of $120,000 per year and provided for
  stock  options to purchase 400,000 shares of registered common  stock  of  the
  Company.  The options were exercisable at $.116 per share which was less  than
  the  current market value of the stock on the date the agreement took  effect.
  During  January  1999,  the  CEO  and the  Company  agreed  to  terminate  his
  employment.  During the term of the employment, the CEO had vested in  options
  to  purchase  200,000  shares of common stock but he had  only  exercised  his
  options  for  100,000 shares.  Options for 200,000 shares, which had  not  yet
  vested, were canceled and options for 100,000 shares, which had vested but had
  not been exercised were also canceled.

                                      -15-
<PAGE>

                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 7 - RELATED PARTY TRANSACTIONS [Continued]

  The Company had also entered into an employment agreement for its Director  of
  Promotions which was effective September 15, 1998.  The agreement provided for
  a  base  salary  of $45,000, a monthly vehicle allowance, and for  commissions
  based  on  a percentage of revenues which ranged from 10% to 20% depending  on
  the  amount  and type of revenue generated.  The agreement also  provided  for
  stock  options to be granted to purchase 2,500 shares of the Company's  common
  stock  at an exercise price of $1.00 per share.  Subsequent to the year  ended
  September  30,  1998,  the  employee left the Company  and  the  options  were
  cancelled.

  Effective  on April 28, 1999, the Company entered into an employment agreement
  with  its  Vice-President of Advertising.  The agreement provides for  a  base
  salary  of  $50,000 along with commissions ranging from 5% to 12% of  revenues
  generated  by the employee.  The employee received options to purchase  11,000
  shares  of common stock at an exercise price of $0.50 per share.  Two thousand
  five  hundred options vest immediately upon signing and the remaining  options
  vest  at  the  rate of 2,125 options per quarter.  The options are exercisable
  for a period of three years from the date of vesting.

  Related  Entity  -  Certain  officers  or  shareholders  of  the  Company  are
  affiliated  with  an entity with whom the Company has purchased  the  software
  technology rights [See Note 4].  100,000 shares of the Company's common  stock
  was given in consideration for the purchase.

NOTE 8 - LEASE OBLIGATIONS

  Operating  Leases  -  During October 1998, the Company extended  the  original
  lease  in  Del  Mar, California.  The lease extension is on a month  by  month
  basis  with an increase in monthly rents to $580.  During February  1999,  the
  Company  terminated  the month to month lease in Del Mar, California.   During
  April  1999,  the  Company  amended the lease  in  Minden,  Nevada  and  added
  additional  office  space.  The lease amendment calls  for  monthly  rents  of
  $1,577  and  is for one year (which has the option to renew for  another  year
  with a monthly rent increase of 1.5% or a total monthly rent of $1,600).

NOTE 9 - GOING CONCERN

  The  Company  was  formed with a very specific business  plan.   However,  the
  possibility exists that the Company could expend virtually all of its  working
  capital  in  a  relatively  short time period and may  not  be  successful  in
  establishing on-going profitable operations.  The financial statements do  not
  contain any allowances, liabilities or other adjustments, which may need to be
  recorded if the Company is not successful in achieving profitable operations.

  The  accompanying financial statements have been prepared in  conformity  with
  generally  accepted accounting principles, which contemplate  continuation  of
  the  Company  as a going concern.  However, the Company is newly  formed,  has
  incurred  losses  since its inception, has current liabilities  in  excess  of
  current  assets  of $619,151 and has not yet been successful  in  establishing
  profitable  operations.   These  factors raise  substantial  doubt  about  the
  ability  of  the  Company  to continue as a going concern.   In  this  regard,
  management  is proposing to raise any necessary additional funds not  provided
  by  operations  through loans and/or through additional sales  of  its  common
  stock.  There is no assurance that the Company will be successful  in  raising
  additional   capital  or  achieving  profitable  operations.   The   financial
  statements  do not include any adjustments that might result from the  outcome
  of these uncertainties.
                                      -16-
<PAGE>

                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 11 - CONSULTING AGREEMENTS

  The  Company  had a one-year consulting agreement with a Colorado corporation,
  which  provided various consulting and financial public relations with broker-
  dealers,  shareholders  and  members  of the  general  public.  The  agreement
  provided  for  monthly cash payments of $3,500.  During  November  1998,  this
  agreement  terminated.   The Company issued a note payable  for  the  services
  rendered  under  the  agreement in the amount of $15,000.   The  note  matures
  August 25, 1999 and provides for interest at 12% per annum.  The agreement was
  subsequently renewed during July 1999 [See Note 13].

  The  Company  also had a one year consulting agreement with a  British  Virgin
  Island  Corporation  ("BVIC") wherein the BVIC would  develop,  implement  and
  maintain an on-going stock market support system to increases broker awareness
  of the Company's activities and to stimulate investor interest in the Company.
  The  agreement  provided  for the issuance of a warrant  to  purchase  100,000
  shares  of  the  Company's common stock at a price of $3.00 per  share.   This
  agreement  terminated during November 1998, and was not renewed.   During  May
  1998,  the  Company entered into an additional consulting agreement  with  the
  BVIC,  which has a term of one year and provides for the issuance of a warrant
  to  purchase 100,000 shares of the Company's common stock at a price of  $2.00
  per  share.  The agreement also provides for the issuance of 62,000 shares  of
  the Company's common stock valued at $62,000 (or $1.00 per share).

NOTE 12 - LOSS PER SHARE

  The  following data show the amounts used in computing loss per share and  the
  effect  on  income  and  the weighted average number  of  shares  of  dilutive
  potential common stock for the periods ended June 30, 1999 and 1998  and  from
  inception on November 5, 1996 through June 30, 1999:



                         For the Three           For the Nine     From Inception
                          Months Ended           Months Ended     on November 5,
                            June 30,                June 30,        1996 Through
                    _______________________ _______________________   June 30,
                        1999        1998        1999        1998        1999
                    ____________ __________ ____________ __________ ____________
Loss from continuing
 operations
 applicable to
 common  stock      $(1,198,025) $(202,827) $(1,697,229) $(662,735) $(3,215,168)

Less: preferred
 dividends               (7,798)   (14,644)     (26,195)   (40,714)     (56,974)
                    ____________ __________ ____________ __________ ____________
Loss available to
 common stockholders
 used in loss per
 share              $(1,205,823) $(217,471) $(1,723,424) $(703,449) $(3,272,142)
                    ____________ __________ ____________ __________ ____________
Weighted average
 number of common
 shares outstanding
 used in loss per
 share during the
 period               4,513,151  3,858,233    4,408,821  3,740,992    3,430,437
                    ____________ __________ ____________ __________ ____________

  Dilutive loss per share was not presented, as its effect is anti-dilutive.

                                       -17-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 13 - SUBSEQUENT EVENTS

  During  July  1999,  the  Company  entered  into  one  year  public  relations
  consulting  agreements with two separate firms wherein  50,000  warrants  were
  issued  to each of the firms to purchase the Company's common stock  at  $0.50
  per  share.  The Company further agreed that for a period of three  years  the
  warrants are subject to piggyback registration rights.

  Also  during  July  1999, the Company entered into one year  public  relations
  consulting agreement wherein the Company agreed to pay the firm $3,500 a month
  plus expenses.
                                        -18-
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS
COMPARISON OF THE NINE MONTHS ENDING JUNE 30, 1999 TO THE
NINE MONTHS ENDING JUNE 30, 1998
Total revenues increased from $0.00 for the nine months
ended June 30, 1998 to $18,014 for the nine months ended
June 30, 1999. This increase resulted primarily from
advertising revenue and the sale of homeseekers.com stock.
Cost of Sales decreased 24.5% from $84,298 for the nine
months ended June 30, 1998 to $63,642 for the nine months
ended June 30, 1999. This decrease was due primarily to
reduced programming expenses. Operating expenses increased
395% from $413,980 for the nine months ended June 30, 1998
to $1,638,133 for the nine months ended June 30, 1999. This
increase was due primarily to increased payroll, office
space, contest prizes, advertising and fully expensing the
homeseekers.com license agreement. Interest expense
increased 750.7% from $1,794 for the nine months ending June
30, 1998 to $13,468  for the nine months ending June 30,
1999. This increase was due primarily to interest on
additional loans. The net loss for the nine months ending
June 30, 1999 of $1,723,424, or ($.39) per share, increased
$1,019,975 from the net loss of $703,449 or ($0.19) per
share, for the nine months ending June 30, 1998. This was
due primarily from fully expensing the homeseekers.com
licensing agreement and an increase in operating expense.


COMPARISON OF THE THREE MONTHS ENDING JUNE 30, 1999 TO THE
THREE MONTHS ENDING JUNE 30, 1998 Total revenues increased
from $0.00 for the three months ending June 30, 1998 to
$1,000 for the three months ending June 30, 1999. This
increase resulted primarily from advertising revenue. Cost
of Sales increased 17.8% from $21,048 for the three months
ending June 30, 1998 to $25,634 for the three months ending
June 30, 1999. This increase was due primarily to
programming expenses. Operating expenses increased 862% from
$135,194 for the three months ending June 30, 1998 to
$1,166,084 for the three months ending June 30, 1999. This
was due primarily from fully expensing the homeseekers.com
licensing agreement and a decrease in contract labor.
Interest expense increased 1,229% from $696 for the three
months ending June 30, 1998 to $8,557 for the three months
ending June 30, 1999. This increase was due primarily to
interest on additional loans. The net loss for the three
months ending June 30, 1999 is $1,205,823, or ($0.26) per
share, increased 988,352 from the net loss of $217,471, or
($0.06) per share, for the three months ending June 30,
1998. This was due primarily from fully expensing the
homeseekers.com licensing agreement.

LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operations during the quarter ending June
30, 1999 was financed primarily by investors, the sale of
Homeseekers stock and advertising revenue.  The Company is
conducting a private offering of convertible debt in which
the Company is seeking to raise up to $1,500,000. The
minimum was reduced to $200,000. The Company met the minimum
on April 12, 1999. The Company believes that it's current
financial conditions will carry the operations for
approximately 120 days from the date of this report.

Impact of the Year 2000 The Company does not anticipate any
material adverse consequences to it's business or financial
operations as a result of the Y2K bug.


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.

WebQuest International, Inc. (Registrant) /s/ Kirk Johnson
 ..............................................

Kirk Johnson President, Chief Executive Officer Secretary
and Treasurer August 16, 19909