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 JUNE 30, 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: 9,412,794
shares of common stock, $.001 par value, outstanding as of July 31, 2000.

<PAGE>






                    WEBQUEST INTERNATIONAL, INCORPORATED
            TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT
             Form 10-QSB for the quarter ended June 30, 2000




PART I     FINANCIAL INFORMATION

Item 1     Financial Statements:                                  Page
                                                                 ------

           Condensed Balance Sheets as of
           June 30, 2000 and September 30, 1999                     3

           Condensed Statements of Operations for the
           three, and nine months ended June 30, 2000 and 1999
           and from the Date of Inception on November 5, 1996
           through June 30, 2000                                    5

           Statement of Stockholders' Equity
           from the Date of Inception on November 5, 1996
           through June 30, 2000                                    6

           Condensed Statements of Cash Flows for the
           nine months ended June 30, 2000 and 1999                10

           Notes to the Condensed Financial Statements             13

Item 2     Management's Discussion and Analysis of Financial
           Condition and Results of Operations                     17

           Factors That May Effect Future Results                  18

PART II    OTHER INFORMATION                                       24

Item 1     Legal Proceedings                                       24

Item 2     Changes in Securities and Use of Proceeds               24

Item 3     Defaults upon Senior Securities                         24

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                        25

           SIGNATURES                                              25

2
<PAGE>





                        PART I-FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

                    CONDENSED BALANCE SHEETS

                          [Unaudited]

                             ASSETS





                                           June 30,  September 30,
                                             2000         1999
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                    $1,631,005   $    2,386
  Employee advances                           20,500          671
  Accounts receivable                          9,766        3,980
  Prepaid expenses                            60,965            -
                                         ___________  ___________
        Total Current Assets               1,722,236        7,037
                                         ___________  ___________

PROPERTY AND EQUIPMENT, net                  183,257       53,846
                                         ___________  ___________
OTHER ASSETS:
  Refundable deposits                          3,665        3,201
  Internet sites, net                        813,747            -
                                         ___________  ___________
        Total Other Assets                   817,412        3,201
                                         ___________  ___________
                                          $2,722,905   $   64,084
                                         ___________  ___________

























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

                    CONDENSED BALANCE SHEETS

                           [Unaudited]

                           [Continued]


              LIABILITIES AND STOCKHOLDERS' EQUITY

                                           June 30,  September 30,
                                             2000         1999
                                         ___________  ___________
CURRENT LIABILITIES:
  Accounts payable                       $    16,189  $   204,530
  Notes payable - related parties                  -      342,909
  Other accrued liabilities                   15,886      139,601
  Accrued dividends payable                        -       58,770
  Current portion - capital lease
    obligation                                 3,360        3,360
                                         ___________  ___________
        Total Current Liabilities             35,435      749,170
                                         ___________  ___________

CAPITAL LEASE OBLIGATION, less current
   portion                                     3,778        3,778
                                         ___________  ___________
        Total Liabilities                     39,213      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
    9,402,794 and 4,870,618 shares
    issued and outstanding                     9,403        4,871
  Capital in excess of par value           8,304,773    2,909,909
  Deficit accumulated during the
    development stage                     (5,621,370)  (3,567,530)
                                         ___________  ___________
                                           2,692,806     (652,750)

  Less: Receivable stock subscription         (9,114)     (36,114)
                                         ___________  ___________
        Total Stockholders' Equity         2,683,692     (688,864)
                                         ___________  ___________
                                         $ 2,722,905  $    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 unaudited
 financial statements.

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

               CONDENSED STATEMENTS OF OPERATIONS

                         [Unaudited]

              For the Three             For the Nine      From Inception
               Months Ended            Months Ended        on November 5,
                 June 30,                 June 30,          1996 Through
            __________________________ ____________________   June 30,
               2000       1999          2000        1999        2000
            __________ ____________ ___________ _____________ ___________
REVENUE     $    7,450  $     2,250 $    10,975 $       3,250 $    32,498
            __________  ___________ ___________ _____________ ___________
EXPENSES:
 Development,
   administrative
   and
   marketing   905,253    1,191,718   1,784,610     1,701,775   4,994,464
 Compensation
   expense
   recorded in
   accordance with
   APB 25 for
   stock options
   issued below
   market value      -             -          -             -     295,423
    Total
    Expenses   905,253    1,191,718   1,784,610     1,701,775   5,289,887
            __________  ___________ ___________ _____________ ___________
LOSS FROM
 OPERATIONS   (897,803)  (1,189,468) (1,773,635)   (1,698,525) (5,257,389)
            __________  ___________ ___________ _____________ ___________
OTHER INCOME
 (EXPENSE):
   Gain (loss)
     on sale of
     marketable
     securities      -            -           -       14,743      25,106
   Interest
     income     41,105            -      58,581           21      58,602
   Interest
     (expense) (21,705)      (8,557)   (146,086)     (13,468)   (196,219)
   License
   termination
   cost              -            -    (192,700)           -    (192,700)
            __________  ___________ ___________ _____________ ___________
    Total Other
      Income
      (Expense) 19,400       (8,557)   (280,205)        1,296    (305,211)
            __________  ___________ ___________ _____________ ___________

LOSS BEFORE
  INCOME
  TAXES       (878,403)  (1,198,025) (2,053,840)   (1,697,229) (5,562,600)

CURRENT TAX
  EXPENSE            -            -           -             -           -

DEFERRED TAX
  EXPENSE            -            -           -             -           -
            __________  ___________ ___________ _____________ ___________
NET LOSS    $ (878,403) $(1,198,025)$(2,053,840)$  (1,697,229)$(5,562,600)

LESS: PREFERRED
  DIVIDEND
  REQUIREMENTS      -        (7,798)          -       (26,195)    (58,770)
            __________  ___________ ___________ _____________ ___________
NET LOSS
 APPLICABLE
 TO COMMON
 STOCKHOLDERS
	      $ (878,403) $(1,205,823)$(2,053,840)$  (1,723,424)$(5,621,370)
            __________  ___________ ___________ _____________ ___________
LOSS PER COMMON
 SHARE      $     (.14) $      (.26)$      (.31)$        (.39)$     (1.37)
            __________  ___________ ___________ _____________ ___________



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

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

           CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

         FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996

                      THROUGH JUNE 30, 2000

                           [Unaudited]
                                                                Deficit
                                                              Accumulated
          Preferred Stock      Common Stock        Capital in  During the
         __________________ _____________________   Excess of  Development
          Shares   Amount    Shares    Amount      Par Value     Stage
         ________  ________ __________ __________ ____________  __________
BALANCE,
 November 5,
 1996          -   $      -         -  $        - $          -  $        -

Shares issued
  for cash,
  January 1997,
  at $.123
  per share    -          - 2,438,333     2,43829        7,562           -

Shares issued
  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          941      87,312          -
Shares issued
  services,
  August 1997,
  at $1.00
  per share     -        -     30,000           30      29,970          -

Shares issued
  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 s
  share   126,943       127    126,943       127       253,632           -





                           [Continued]
6
<PAGE>
                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

           CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

         FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996

                      THROUGH JUNE 30, 2000

                           [Unaudited]

                           [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           -
Shares issued
 upon exercise
 of options by an
 officer,
 February 1998,
 at $.116
 per share      -         -     50,000         50        5,750           -

Shares issued
 upon exercise
 of options
 by an officer,
 July 1998,
 at $.116
 per share      -         -     50,000         50        5,750           -

Share issued
 to an officer
 for cash at
 $1.00 per
 share,
 July, 1998     -         -      5,000          5        4,995           -

Shares issued
 for consulting
 services at $1.00
 per share,
 May, 1998      -         -     62,000         62       61,938           -

Shares issued
 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           -            -

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

Shares issued
 due to
 rounding       -         -         19          -           -            -




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

           CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

         FROM THE DATE OF INCEPTION ON NOVEMBER 5, 1996

                      THROUGH JUNE 30, 2000

                           [Unaudited]

                           [Continued]
                                                                Deficit
                                                              Accumulated
          Preferred Stock      Common Stock        Capital in  During the
         __________________ _____________________   Excess of  Development
          Shares   Amount    Shares    Amount      Par Value     Stage
         ________  ________ __________ __________ ____________  __________
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)

Shares issued
 upon exercise
 of warrants at
 $1.00 per
 share          -         -     50,000         50       49,950           -

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

Shares issued
 for interest
 valued at
 $1.00 per
 share          -         -      20,000        20       19,980           -

Shares issued
 for services
 valued at $1.00
 per share      -         -      20,000        20       19,980            -

Shares issued
 for purchase
 of software at
 $1.00 per
 share          -         -      26,000        26       25,974           -

Shares issued
 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           -

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)

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 JUNE 30, 2000

                           [Unaudited]

                           [Continued]
                                                                Deficit
                                                              Accumulated
          Preferred Stock      Common Stock        Capital in  During the
         __________________ _____________________   Excess of  Development
          Shares   Amount    Shares    Amount      Par Value     Stage
         ________  ________ __________ __________ ____________  __________
Shares issued
 in private
 placement for
 cash at
 $1.25 per
 share net
 of $489,080
 stock offering
 cost.          -          - 3,461,300      3,461    3,834,084          -

Shares cancelled
 for non-payment
 of subscription
 receivable     -         -    (15,000)       (15)     (14,985)          -

Shares issued
 for non-cash
 consideration
 including
 services valued
 at $1.00 to
 $3.00 per
 share          -         -    200,117        200      317,902           -

Shares issued
 for cancellation
 of license
 agreements,
 payment of
 accounts payables
 and notes
 payable at $1.00
 per share       -         -    400,000        400      399,600          -

Shares issued
 upon exercise
 of warrants,
 at $.87 to
 $1.00 per
 share          -         -     52,500         52       47,572           -

Shares issued for
 the acquisition
 of a website,
 (chessed.com)
 at $3.31 per
 share          -         -     40,785         41      134,959           -

Shares issued to
 pay accrued
 dividends
 on preferred
 stock          -         -     57,870         58       57,812           -

Shares issued
 for the acquisition
 of a web-site,
(winbridge.com)
 at $2.25 per
 share          -         -    200,000        200      449,800           -

Shares issued for
 conversion of debt at
 $1.25 per
 share          -         -     52,104         52       65,078           -

Share issued for
 loan incentives
 valued at
 $1.25 per
 share          -         -     82,500         83      103,042           -

Net loss for
 the nine months
 ended June 30,
 2000           -         -          -          -           -   (2,053,840)
         ________  ________ __________ __________ ____________  __________
BALANCE,
 June 30,
 2000           -  $      -  9,402,794 $     9,403$  8,304,773 $ (5,621,370)
         ________  ________ __________ __________ ____________  __________



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

9
<PAGE>

                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

               CONDENSED STATEMENTS OF CASH FLOWS

                         [Unaudited]

                 Net Increase (Decrease) In Cash

                                      For the Nine        From Inception
                                      Months Ended         on November 5,
                                        June 30,           1996 Through
                                 _____________________       June 30,
                                     2000      1999            2000
                                 ___________  ____________  ___________
Cash Flows from Operating Activities:
 Net loss applicable to common
   stockholders                  $(2,053,840) $ (1,723,424)  (5,621,370)
 Adjustments to reconcile net
   loss  to net cash used by
   operating activities:
   Depreciation and amortization      51,309     1,023,228    1,171,362
   Stock issued for goods and
    services                         874,564       204,176    1,447,670
   APB 25 compensation recorded
     for stock options issued below
     market value                          -             -      301,923
   Changes in assets and liabilities
     (Increase) in employee
       advances                      (20,500)            -      (19,824)
     Increase (decrease) in accounts
       payable                      (188,341)       38,869       (4,197)
     (Decrease) in advances -
        related parties                    -        (5,941)           -
     Increase (decrease) in accrued
        liabilities                 (123,715)       61,094      (40,591)
     Increase (decrease) in accounts
        receivable                    (9,095)            -       35,443
     (Decrease) in prepaid expenses  (56,985)            -      (56,985)
                                 ___________  ____________  ___________
        Net Cash (Used) by
         Operating Activities     (1,526,603)     (399,833)  (2,786,569)
                                 ___________  ____________  ___________
Cash Flows from Investing Activities:
 (Increase) in refundable deposits      (464)          196       (3,665)
 Purchase of equipment              (409,467)      (46,026)    (425,576)
 Purchase of software licensing
   rights                                  -             -     (300,000)
 Proceeds from marketable
   securities sales                        -       206,624      262,249
                                 ___________  ____________  ___________
        Net Cash Provided (Used)
         by Investing Activities    (409,931)      160,794     (466,992)
                                 ___________  ____________  ___________
Cash Flows from Financing Activities:
 Proceeds from notes payable       1,119,017       290,000    1,395,712
 Payments on notes payable        (1,396,796)      (40,000)  (1,395,712)
 Payments on capital lease
   obligation                              -        (1,738)       7,138
 Proceeds from preferred stock
   issuance                                -             -      344,750
 Proceeds from common stock
   issuance                        3,901,702       (40,000)   4,532,678
 Increase (decrease) in accrued
   dividends payable                 (58,770)       26,195            -
                                 ___________  ____________  ___________
        Net Cash Provided by
         Financing Activities      3,565,153       234,457    4,884,566
                                 ___________  ____________  ___________












                           [Continued]
10
<PAGE>
                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

               CONDENSED STATEMENTS OF CASH FLOWS

                           [Unaudited]

                 Net Increase (Decrease) In Cash

                           [Continued]


                                      For the Nine        From Inception
                                      Months Ended         on November 5,
                                        June 30,           1996 Through
                                 _____________________       June 30,
                                     2000      1999            2000
                                 ___________  ____________  ___________
Net Increase (Decrease) in Cash    1,628,619        (4,852)   1,631,005

Cash at Beginning of Period            2,386         4,682            -
                                 ___________  ____________  ___________
Cash at End of Period            $ 1,631,005  $        100  $ 1,631,005
                                 ___________  ____________  ___________

Supplemental Disclosures of Cash Flow information:
  Cash paid during the year and from inception for:
    Interest                     $    21,705  $      4,376  $    33,638
    Income taxes                 $         -  $          -  $         -

Supplemental schedule of Non-cash Investing and Financing
Activities:
  For the nine month period ended June 30, 2000 (Unaudited):
     The  Company issued 200,000 shares of common stock  valued  at
     $450,000 for the purchase of the web-site winbridge.com.

     The Company issued 200,117 shares of common stock for non-cash
     consideration including services rendered valued  at  $318,102
     with prices ranging from $1.00 to $3.00 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  52,104  shares  of  common  stock   for
     conversion of debt valued at $65,130 (or $1.25 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
     share).

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

     The Company cancelled 15,000 shares of common stock due to non-
     payment of subscription receivable.

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





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

               CONDENSED STATEMENTS OF CASH FLOWS

                          [Unaudited]

                 Net Increase (Decrease) In Cash

                           [Continued]

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   for   a  finder's  fee  in  acquiring  $200,000   in
     convertible promissory note [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.

























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

12
<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 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, 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  June
  30,  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 Mr. Johnson 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. On June 22, 2000 the Company cancelled
  these  options  and  then granted options to  purchase  1,100,000
  shares of common stock at prices ranging from $1.35 to $9.00  per
  share.   The  options  vest  at the rate  of  50,000  shares  per
  quarter.

  On  January 19, 2000 we hired Frank Howard as President and Chief
  Operating Officer.  Mr. Howard had previously served as  Chairman
  of  the  Board of Directors.  The underlying employment agreement
  provides  for a salary of $130,000 per year for five years.   The
  agreement  also provided for incentive stock options to  purchase
  1,100,000 shares of common stock at $2.81 per share. On June  22,
  2000 the Company cancelled these options and then granted options
  to  purchase  1,100,000 shares of common stock at prices  ranging
  from $1.35 to $9.00 per share.  The options vest at 50,000 shares
  per quarter.
13
<PAGE>
                  WEBQUEST INTERNATIONAL, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 - RELATED PARTY TRANSACTIONS [CONTINUED]

  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 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 June 30, 2000.   The
  options  have a three-year life after vesting.  On June 22,  2000
  the  Company cancelled these options and then granted options  to
  purchase  300,000 shares of common stock at prices  ranging  from
  $1.25  to  $5.00  per  share.   Mr. Berry  served  as  our  Chief
  Financial Officer on a part-time basis from October 4, 1999 until
  March 31, 2000.

NOTE 3 - NOTES PAYABLE - RELATED PARTIES

                                        June 30,  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 upon demand on
    or after June 1, 2000                         -    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
                                        _________  ___________
                                        $       -  $   342,909
                                        _________  ___________
14
<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, Inc.  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  for  $1.25  per
  share  for  gross proceeds of up to $5,000,000.  As of  June  30,
  2000  the Company had successfully sold 3,461,300 shares of stock
  for  gross  proceeds of $4,326,625, less stock offering  cost  of
  $489,080.

  Receipt of Stock Subscription - During the nine months ended June
  30,   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  chessed.com  web-
  site.   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.  The Company also issued 200,000 shares  of  common
  stock for the purchase of the winbridge.com web-site, which  were
  valued at $2.25 per share.

  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 June 30, 2000, a total of 3,103,500 options had been issued
  under the plan.

  The  Company  issued 200,117 shares of common stock for  non-cash
  consideration including services rendered valued at $318,102 with
  prices ranging from $1.00 to $3.00 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  that have been accounted for as interest  expense  in
  the amount of $103,125.

  The  Company issued 52,104 shares of common stock for  conversion
  of debt at $1.25 per share.

15
<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 June  30,  2000,
  the   total   of   all  deferred  tax  assets  was  approximately
  $1,900,000.   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 deferred tax assets and the valuation allowance  of
  approximately  $1,900,000 as of June 30,  2000,  which  has  been
  offset  against the deferred tax assets.  The net change  in  the
  valuation  allowance during the nine months ended June  30,  2000
  amounted to approximately $500,000.

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 June 30, 2000 and 1999 and from inception  on
  November 5, 1996 through June 30, 2000:

              For the Three             For the Nine      From Inception
               Months Ended            Months Ended        on November 5,
                 June 30,                 June 30,          1996 Through
            __________________________ ____________________   June 30,
               2000       1999          2000        1999        2000
            __________ ____________ ___________ _____________ ____________
  Income (loss)
   from continuing
   operations
   applicable
   to common
   stock   $ (878,403) $ (1,198,025)$(2,503,850) $ (1,697,229)$(5,562,610)

  Less:
   preferred
   dividends        -        (7,798)          -       (26,195)    (58,770)
            __________ ____________ ___________ _____________ ___________
  Income (loss)
   available to
   common stockholders
   used in earnings (loss)
   per
   share    $(878,403) $ (1,205,823)$(2,503,850)$  (1,723,424) $(5,621,380)
            __________ ____________ ___________ _____________ ___________
  Weighted average
    number of common
    shares outstanding
    used in earnings
    (loss) per
    share during
    the
    period   7,984,265    4,513,151   7,297,333     4,408,821   4,252,606
            __________ ____________ ___________ _____________ ___________

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

16
<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,  loss  of key employees, among other things.   The  "Factors
That  May  Effect Future Results", discussed below, may also  cause
our  actual  results to differ materially from these  estimates  by
management.

RESULTS OF OPERATIONS

Revenue

Revenue  for the quarter ended June 30, 2000 was minimal,  totaling
$7,450,  compared to $2,250 for the quarter ended  June  30,  1999.
This revenue was generated from banner advertising services on  the
Internet.   We  anticipate revenues to increase nominally  for  the
three  months  ending  September 30,  2000  and  then  to  increase
significantly  starting with the three months ending  December  31,
2000.  We plan to roll out our subscription-based services and fee-
based game tournaments during the three months ending December  31,
2000.

Development, Administrative and Marketing Expenses

Development, administrative and marketing expenses totaled $905,000
for  the  quarter ending June 30, 2000, a decrease of $287,000,  or
24%  from the $1,192,000 for the same quarter in 1999.  The primary
reason  for  this  decrease was from a one-time,  non-cash  expense
during  1999 of $950,000 to expense the purchase cost of our  iPong
game.   Without  this  one-time expense, 1999 expenses  would  have
totaled  $242,000.  Employee payroll costs increased  from  $69,000
during  the  three months ending June 30, 1999 to  $248,000  during
2000.   Increased  payroll costs resulted from an  increase  in  14
employees,  from 4 employees in June 1999 to 18 employees  in  June
2000.  Employee increases were needed to ramp-up our Internet sites
from  two  sites in June 1999 (ipong.com and nancyskitchen.com)  to
six  sites  as  of  June 2000 (iseekwisdom.com, freehoroscopes.com,
ipong.com,  chessed.com, winbridge.com and nancyskitchen.com).   We
are  also  working on the following sites and anticipate  launching
these  sites  during  the three months ending  December  31,  2000:
ilovewebgames.com,    ilovetrivia.com,   iplayfreecasino.com    and
biddles.com.   We  now have 11 employees working on  Internet  site
development  and  maintenance,  2  employees  in  marketing  and  5
employees in administration.

We  spent approximately $84,000 during the three months ending June
30,  2000  to  develop our Internet "branding" strategy.   We  also
spent  approximately  $225,000 to increase  the  awareness  of  our
Company to potential customers and potential investors during  this
quarter.   We  anticipate that our marketing  costs  will  increase
significantly  over  the next six months as we attempt  to  attract
players to our fee-based Internet game tournaments and game sites.

Other Income and Expense

Interest  income of $41,000 for the quarter ending  June  30,  2000
resulted  from  our  average  cash balance  of  approximately  $2.6
million  during the quarter.  We had no interest income during  the
prior-year quarter, as our cash balance was minimal.

Net Loss

Our  net loss decreased from $1,198,000 for the quarter ended  June
30,  1999  to $878,000 for the quarter ending June 30, 2000.   This
decrease  was primarily due to the change in expenses as  described
above.

17
<PAGE>


Liquidity and Capital Resources

At  June  30, 2000 our cash balance was $1,631,000, an increase  of
$1,629,000  from September 30, 1999.  This increase was the  result
of  cash raised to date from our $5 million private stock offering.
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.

We  repaid  $962,500 in convertible debt and converted  $62,500  of
convertible  debt into common stock during the three months  ending
June 30, 2000.

Prepaid expenses were -0- as of September 30, 1999 and increased to
$61,000  as  of June 30, 2000.  The June 30, 2000 balance  included
$27,000  for  prepaid  marketing promotion costs  and  $30,000  for
prepaid insurance.

Our  Property  and  Equipment,  net  of  accumulated  depreciation,
increased  $129,000  from  $54,000 as  of  September  30,  1999  to
$183,000  as of June 30, 2000.  This increase was from the purchase
of computers and office furniture for our employees.

The  cost  of  our Internet sites, net of accumulated amortization,
increased from -0- as of September 30, 1999 to $814,000 as of  June
30,  2000.  We purchased our chessed.com site in January  2000  for
$57,500  and  40,785 shares of common stock and  we  purchased  our
winbridge.com  site in April 2000 for $200,000 and 200,0000  shares
of common stock.

Our  current  liabilities decreased by $714,000 from September  30,
1999  to  June 30, 2000.  This decrease resulted from the reduction
of  $343,000 in short-term debt, a decrease in accounts payable and
accrued liabilities of $312,000 and payment, in the form of  common
stock, of $59,000 in accrued preferred stock dividends.

Stockholders'  equity increased from a deficit of  $689,000  as  of
September 30, 1999 to a positive balance of $2,684,000 as  of  June
30,  2000.   This increase resulted primarily from the  $3,944,000,
net  of  commissions, received for common stock  sold  this  fiscal
year, less our fiscal year-to-date net loss of $2,054,000.

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.

              Factors That May Effect Future Results

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  may
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
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.

18
<PAGE>


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 than $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:

   * 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;

19
<PAGE>


  * 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
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.

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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.

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.

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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 our 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.

Legality of providing for-pay game tournaments on the Internet

   We  believe that our iPong game and the game of trivia are games
of  skill, and when included in an entry fee tournament format,  do
not fall under the category of gambling on the Internet for Federal
legal purposes and in most states within the U.S.  We believe  that
for-pay   tournaments  are  probably  not  permitted  in   Arizona,
Arkansas,   Delaware,  Florida,  Iowa,  Louisiana,   Maryland   and
Tennessee.   We will block residents from these eight  states  from
playing  our  for-pay tournaments by blocking out  users  with  zip
codes within these states.  We believe the balance of the states in
the  U.S. do not prohibit this type of activity. However, should  a
state  or  Federal  agency  determine  otherwise,  we  could  incur
significant  legal expenses contesting this issue,  or  could  find
that  some of the remaining 42 states will not allow this  type  of
pay-for-play tournaments within their state.

   We  believe that only a small percentage of potential  worldwide
users  will not be allowed to play our for-pay tournaments  due  to
local legal restrictions.  However, if we are wrong, the failure to
be able to offer this game to enough people to make our tournaments
profitable  would have a material adverse effect  on  our  business
potential,  future results of operations and our  future  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.

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Dependence on Executive Officers and Other 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.

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.   The exception is that our Chief Executive Officer,  our
President  and  our Chief Financial Officer have agreed,  in  their
respective  employment contract, to not compete  with  us  for  two
years from termination of employment.

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                         PART II   OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities and Use of Proceeds

We  issued  252,000 shares of common stock during the  quarter  for
gross proceeds of $315,000.  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  50,000  shares of common stock during  the  quarter  as
partial  compensation for loan finders fees pursuant  to  our  $1.5
million convertible debt offering to accredited debt holders. These
shares of common stock were issued pursuant to the exemptions  from
registration requirements of the Securities Act provided by Section
4(2) thereof.

We  issued  52,104  shares of common stock during  the  quarter  as
conversion  of  $62,500  convertible debt  and  $2,630  of  accrued
interest. These shares of common stock were issued pursuant to  the
exemptions  from  registration requirements of the  Securities  Act
provided by Section 4(2) thereof.

We  issued  200,000  shares  of common stock  during  the  quarter,
negotiated  at $3.00 per share, and recorded on our  books  at  the
market  price,  on April 13, 2000, of $2.25 per share,  as  partial
consideration to an individual, for the www.winbridge.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  44,535  shares of common stock during  the  quarter  as
partial  payment  for  services rendered  to  our  Chief  Financial
Officer,  to  our  Controller, and to  an  outside  programmer  for
programming services.  These shares of common stock were issued  to
these   three   individuals  pursuant  to   the   exemptions   from
registration requirements of the Securities Act provided by Section
4(2) thereof.

We  issued stock options to employees to purchase 2,723,500  shares
of  common stock during the quarter at prices ranging from $.63 per
share  to $9.00 per share.  These options vest over three  to  five
years  and  have  a  life of three years.  We also  canceled  stock
options  to employees to purchase 2,515,000 shares of common  stock
during the quarter at prices ranging from $2.25 per share to  $2.81
per  share.  These stock options were issued to employees  pursuant
to  the  exemption from registration requirements of the Securities
Act provided by Section 4(2) thereof.

We issued stock warrants to an individual, as partial consideration
for  the www.winbridge.com Internet site, to purchase 50,000 shares
of  common stock at prices between $3.00 and $4.00 per share. These
stock  warrants vest immediately and have a three-year life.  These
stock   warrants  were  issued  pursuant  to  the  exemption   from
registration requirements of the Securities Act provided by Section
4(2) thereof.

We  issued stock warrants to our two outside directors to  purchase
400,000  shares  of common stock at $2.25 per share.   These  stock
warrants  vest 50% immediately and 50% on April 12, 2001,  and  all
have  a  three-year  life.  We also cancelled a  previously  issued
stock  warrant to one director to purchase 100,000 shares at  $3.25
per  share.   These  stock  warrants were issued  pursuant  to  the
exemption  from  registration requirements of  the  Securities  Act
provided by Section 4(2) thereof.

We  issued warrants to purchase 600,000 shares of common  stock  at
prices  between $2.50 and $5.50 per share, as partial consideration
to  individuals who assisted us in raising $2,485,625 under our  $5
million equity offering.  These stock warrants vest immediately and
have  a three-year life.  These stock warrants were issued pursuant
to  the  exemption from registration requirements of the Securities
Act provided by Section 4(2) thereof.


Item 3.  Defaults upon Senior Securities

None.

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

On  June 16, 2000 we held our Annual Meeting of Stockholders.   Our
shareholders  elected Kirk Johnson, Frank Howard, Brad  Rotter  and
Nolan  Bushnell as directors until the next Shareholders'  Meeting,
adopted our 2000 Stock Option Plan and ratified the appointment  of
Pritchett, Siler & Hardy, P.C. as our independent auditors for  the
fiscal  year  ending  September 30, 2000.  Our  shareholder  voting
results are as follows:


Name      Nolan Bushnell

          For          Against    Abstain
Shares    5,896,182    49,803     694,07



Name      Frank Howard

          For          Against    Abstain
Shares    5,894,582    55,400     690,073


Name      Kirk Johnson

          For          Against    Abstain
Shares    5,915,782    36,200     688,073


Name      Brad Rotter

          For          Against    Abstain
Shares    5,900,212    49,800     690,043


Adoption of Stock Option Plan

          For          Against    Abstain
Shares    5,449,673    349,311    900,071


Appointment of Auditors

          For          Against    Abstain
Shares    6,617,346    2,300      20,409



Item 5.  Other Information

None.

Item 6.   Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.     Description
-----------     -----------
   27           Financial Data Schedule

(b) Reports on Form 8-K

      Current  report on Form 8-K filed on April 25, 2000 reporting
Item  2  (Acquisition  or  Disposition of Assets):  Asset  purchase
Agreement closed on April 13, 2000, whereby WebQuest International,
Inc.  purchased  the  Internet web site www.winbridge.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:   August 14, 2000

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