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...3/31/99
                           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 March 31, 1999

             Commission file number 000-24355.

                          WebQuest International, Inc.
            (Exact name of registrant as specified in its charter)

                       Nevada                           86-0894019
            (State or other jurisdiction of      (I.R.S. Employer 
             incorporation or organization)       Identification No.)

                        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 March 31, 1999 there were 4,382,118 outstanding shares of the issuer's 
Common stock, $.001 par value, outstanding.

          Transitional Small Business Disclosure Format
                           Yes_____ No__X___

                                    -1-
<PAGE>
 

TABLE OF CONTENTS


Part I. Financial Information
    
Item 1. Financial Statements					                  
  
       Unaudited Condensed Balance Sheets, as of March 31, 1999
       and September 30 ,1998

       Unaudited Condensed Statements of Operations, for the three and six 
       months ended March 31, 1999 and 1998, and from inception on
       November 5, 1996 through March 31, 1999 

       Unaudited Condensed Statements of Comprehensive income, for the three 
       and six months ended March 31, 1999 and 1998, and from inception on
       November 5, 1996 through March 31, 1999 

       Unaudited Condensed Statements of Cash Flows, for the three and six
       months ended March 31, 1999 and 1998, and from inception on
       November 5, 1996 through March 31, 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
                                       
                                       
                                     March 31, September 30,
                                        1999        1998
                                    ___________  ___________
CURRENT ASSETS:
  Cash                                  $26,591     $  4,682
  Marketable Securities, available-
    for sale                                  -      107,451
  Employee advances                         258          258
                                    ___________  ___________
        Total Current Assets             26,849      112,391
                                    ___________  ___________

PROPERTY AND EQUIPMENT, net              23,171       21,875
                                    ___________  ___________
OTHER ASSETS:
  Software licensing rights, net        775,000      825,000
  Refundable deposits                     3,751        3,751
                                    ___________  ___________

        Total Other Assets              778,751      828,751
                                    ___________  ___________
                                    $   828,771  $   963,017
                                    ___________  ___________
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                                                          
                                 [Continued]
                                    -3-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
                      UNAUDITED CONDENSED BALANCE SHEETS
                                       
                                  [Continued]
                                       
                                       
                     LIABILITIES AND STOCKHOLDER'S EQUITY
                                       
                                          March 31,  September 30,
                                             1999         1998
                                         ___________  ___________
CURRENT LIABILITIES:
  Accounts payable                         $  89,204    $  71,114
  Advances - related parties                     559        6,500
  Notes payable - related parties            109,410       17,582
  Other accrued liabilities                  157,231      100,989
  Accrued dividends payable                   49,176       30,779
  Current portion - capital lease obligation   2,851        2,420
                                         ___________  ___________
        Total Current Liabilities            408,431      229,384
                                         ___________  ___________
CAPITAL LEASE OBLIGATION, less current 
  portion                                      5,793        7,137
                                         ___________  ___________

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value, 
   5,000,000 shares authorized,272,500 and 
   396,000 shares of 12% Series B convertible 
   preferred stock issued and outstanding 
   for which 500,000 shares have been 
   authorized                                    273          396
  Common stock, $.001 par value, 20,000,000
   shares authorized, 4,382,118 and 
   4,258,618 shares issued and outstanding     4,382        4,259
  Capital in excess of par value           2,630,515    2,630,515
  Deficit accumulated during the
    development stage                    (2,066,319)  (1,548,718)
                                         ___________  ___________
                                             568,851    1,086,452

  Less: Receivable stock subscription       (36,114)     (36,114)
      Deferred compensation expense
        in accordance with APB 25          (118,190)    (239,407)
      Unrealized (loss) - marketable
        securities                                 -     (84,435)
                                         ___________  ___________
        Total Stockholders' Equity           414,547      726,496
                                         ___________  ___________
                                         $   828,771  $   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.

                                    -4-                 
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
                 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                                       
                                       
                            For the Three         For the Six     From Inception
                            Months Ended          Months Ended    on November 5,
                              March 31,             March 31,      1996 Through
                        _____________________ _____________________  March 31,
                           1999       1998       1999       1998       1999
                        __________ __________ __________ __________ ____________
REVENUE                 $    1,000 $        - $    1,000 $        - $    1,000
                        __________ __________ __________ __________ ____________

EXPENSES:
  Selling expense           27,921     58,250     38,008     92,600      375,204
  General and 
  administrative           222,083    400,560    472,049    550,493    1,387,102
  Compensation 
    expense recorded
    in accordance with
    APB 25 for stock 
    options issued below 
    market value                 -    116,774          -    188,238      273,313
                       ___________ __________ __________ __________ ____________
        Total Expenses     250,004    575,584    510,057    831,331    2,035,619
                       ___________ __________ __________ __________ ____________
LOSS FROM OPERATIONS     (249,004)  (575,584)  (509,057)  (831,331)  (2,034,619)
                       ___________ __________ __________ __________ ____________
OTHER INCOME (EXPENSE):
  Gain (loss) on sale of 
    marketable securities  (7,241)          -     14,743          -       28,106
  Interest income                9          -         21          -           21
  Interest (expense)       (2,620)    (1,098)    (4,911)    (1,499)     (10,651)
                       ___________ __________ __________ __________ ____________
        Total Other Income
          (Expense)        (9,852)    (1,098)      9,853    (1,499)       17,476
                       ___________ __________ __________ __________ ____________

LOSS BEFORE INCOME TAXES (258,856)  (576,682)  (499,204)  (832,830)  (2,017,143)

CURRENT TAX EXPENSE              -          -          -          -            -

DEFERRED TAX EXPENSE             -          -          -          -            -
                       ___________ __________ __________ __________ ____________
NET LOSS               $ (258,856) $(576,682) $(499,204) $(832,830) $(2,017,143)

LESS: PREFERRED DIVIDEND
  REQUIREMENTS             (8,623)   (26,070)   (18,397)   (26,070)     (49,176)
                       ___________ __________ __________ __________ ____________
NET LOSS APPLICABLE TO
  COMMON STOCKHOLDERS  $ (267,479) $(602,752) $(517,601) $(858,900) $(2,066,319)
                       ___________ __________ __________ __________ ____________
LOSS PER COMMON SHARE  $     (.06) $    (.16) $    (.12) $    (.24) $      (.62)
                       ___________ __________ __________ __________ ____________

                                       
   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 COMPREHENSIVE INCOME
                                       
                                       
                            For the Three         For the Six     From Inception
                            Months Ended          Months Ended    on November 5,
                              March 31,             March 31,      1996 Through
                        _____________________ _____________________  March 31,
                           1999       1998       1999       1998       1999
                        __________ __________ __________ __________ ____________

NET LOSS                $(258,856) $(576,682) $(499,204) $(832,830) $(2,017,143)

OTHER COMPREHENSIVE
  INCOME (LOSS):

  Adjusted for realized 
    gains on available 
    for sale securities 
    which were recognized 
    in prior periods as 
    unrealized holding 
    losses on marketable 
    securities available 
    for sale                 8,978          -     84,435          -            -
                        __________ __________ __________ __________ ____________
COMPREHENSIVE INCOME
  (LOSS)                $(249,878) $(576,682) $(414,769) $(832,830) $(2,017,143)
                        __________ __________ __________ __________ ____________
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
   The accompanying notes are an integral part of these unaudited condensed
                             financial statements.

                                    -6-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
                 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                                       
                        Net Increase (Decrease) In Cash
                                       
                            For the Three         For the Six     From Inception
                            Months Ended          Months Ended    on November 5,
                              March 31,             March 31,      1996 Through
                        _____________________ _____________________  March 31,
                           1999       1998       1999       1998       1999
                        __________ __________ __________ __________ ____________
Cash Flows from Operating 
   Activities:
 Net loss applicable to 
   common stockholders  $(267,453) $(203,760) $(517,601) $(459,908) $(2,066,319)
 Adjustments to reconcile 
   net loss to net cash 
   used by operating 
   activities:
   Depreciation and 
   amortization             26,696     25,557     53,435     51,066      231,973
   Non-cash expense       (54,057)      1,000      9,046      4,000      141,617
   APB 25 compensation 
     recorded for stock 
     options issued below
     market value          121,217     45,310    121,217    116,774      394,530
   Changes in assets and 
     liabilities:
     (Increase) decrease 
     in employee advances      300      (150)          -      (150)        (258)
     Increase (decrease) 
       in accounts payable  24,108     26,822     18,090    (7,162)       89,204
     Increase (decrease) in
       advances -- related 
       parties                   -      (401)    (5,941)          -          559
     Increase (decrease) in 
       accrued liabilities   (621)     27,713     56,242     34,036      157,231
                        __________ __________ __________ __________ ____________
        Net Cash (Used) 
          by Operating 
          Activities     (149,810)   (77,909)  (265,512)  (261,344)  (1,051,463)
                        __________ __________ __________ __________ ____________
Cash Flows from Investing 
 Activities:
 (Increase) in refundable 
   deposits                      -          -          -    (1,005)      (3,751)
 Purchase of equipment       (289)          -    (4,731)    (7,042)     (30,144)
 Purchase of software 
   licensing rights              -          -          -          -    (300,000)
 Proceeds from marketable
   securities sales         41,879          -    184,668          -      255,031
                        __________ __________ __________ __________ ____________
        Net Cash Provided 
          (Used) by 
          Investing 
          Activities        41,590          -    179,937    (8,047)     (78,864)
                        __________ __________ __________ __________ ____________
Cash Flows from Financing 
 Activities:
 Proceeds from notes 
   payable                       -     15,000     40,000     15,000      168,500
 Payments on notes payable       -    (5,000)          -    (5,000)    (113,532)
 Proceeds from notes 
   payable - related party  50,000          -     50,000          -       50,000
 Payments on capital lease 
   obligation                (381)          -      (913)          -      (1,245)
 Proceeds from preferred 
   stock issuance                -     30,000          -    123,500      344,750
 Proceeds from common stock
   issuance                      -     35,800          -    129,300      659,269
 Increase in accrued 
   dividends payable         8,623          -     18,397          -       49,176
                        __________ __________ __________ __________ ____________
        Net Cash Provided 
          by Financing 
          Activities        58,242     75,800    107,484    262,800    1,156,918
                        __________ __________ __________ __________ ____________

                                  [Continued]

                                    -7-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
                 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                                       
                        Net Increase (Decrease) In Cash
                                       
                                  [Continued]
                                       
                                       
                            For the Three         For the Six     From Inception
                            Months Ended          Months Ended    on November 5,
                              March 31,             March 31,      1996 Through
                        _____________________ _____________________  March 31,
                           1999       1998       1999       1998       1999
                        __________ __________ __________ __________ ____________
Net Increase (Decrease) 
 in Cash                  (49,978)    (2,109)     21,909    (6,591)       26,591

Cash at Beginning of 
 Period                     76,569      4,839      4,682      9,321            -
                        __________ __________ __________ __________ ____________
Cash at End of Period   $   26,591 $    2,730 $   26,591 $    2,730 $     26,591
                        __________ __________ __________ __________ ____________

Supplemental Disclosures of Cash Flow information:
  Cash paid during the year and from inception for:
    Interest            $    6,422 $    1,499 $    7,202 $    1,499 $     12,942
    Income taxes        $        - $        - $        - $        - $          -

Supplemental schedule of Non-cash Investing and Financing Activities:
  For the six month period ended March 31, 1999 (Unaudited):
     The  Company  issued 123,500 shares of common stock in  the  conversion  of
     123,500 preferred shares.
     
     Amortization  of  deferred  compensation  on  stock  options  amounted   to
     $121,217.
     
  For the six month period ended March 31, 1998 (Unaudited):
     
     The  Company  issued  38,750 shares of common stock in  the  conversion  of
     38,750 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, $59,398  in  current  compensation
     expense  was  recorded  and  $99,722 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 $57,376.
     
     
     
     
     
     
     
     
   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 is considered a development stage company as
  defined  in SFAS No. 7.  The Company is engaging in the business of developing
  and  marketing an interactive game arcade, known as the iPONG Game  Arcade  on
  the  Internet.  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
  March 31, 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
  March 31, 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 are stated at cost.  The
  Company  is amortizing the software licensing rights on a straight-line  basis
  over ten-years (the original term of the agreement).
  
  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.
  
  Earnings  (Loss)  Per Share - The Company presents Earnings (Loss)  Per  Share
  according  to  Statement  of Financial Accounting  Standards  (SFAS)  No.  128
  "Earnings  Per  Share", which requires the Company to present  basic  earnings
  (loss)  per  share and dilutive earnings (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  six month period ended March 31, 1999, the Company  sold  all  of
  their  remaining marketable securities for proceeds totaling $184,668.  During
  the  six months ended March 31, 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.
  
                                   -10-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
  
NOTE 3 - SOFTWARE LICENSE RIGHTS
  
  Licensing and Marketing Agreement - At March 31, 1999 the Company was party to
  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  as  because  it  has  the  same  controlling
  shareholders as the Company.  The agreement, as  amended, provides for  a  ten
  year  term and an automatic renewal for an additional ten years. The agreement
  requires 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
  is  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.
  
  The  following  is  a summary of software licensing rights  -  at  cost,  less
  accumulated amortization as of March 31, 1999:
  
                                                1999
                                            ___________
         Cash paid for licensing rights     $   300,000
         Stock issued for licensing rights      700,000
                                            ___________
                                              1,000,000
         Less:  accumulated amortization      (225,000)
                                            ___________
                                            $   775,000
                                            ___________
  
  Amortization expense for the six month periods ended March 31, 1999  and  1998
  amounted to $50,000 and $50,000, respectively.
  
  Subsequent to March 31, 1999 (during May, 1999) the Company entered into a new
  agreement  with  Homeseekers.com  wherein  the  above  license  and  marketing
  agreement  was  terminated.  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.  The Company will continue
  its   business   relationship  with  Homeseekers.com  for   such   things   as
  consultation, programming services and Website hosting. [See Note 13]
  
                                   -11-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                       
NOTE 3 - SOFTWARE LICENSE RIGHTS [Continued]
  
  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 six month periods ended March  31,  1999  and  1998
  amounted to $6,667 and $10,000, respectively.
  
NOTE 4 - NOTES PAYABLE - RELATED PARTIES

  Notes payable consist of the following at March 31:
                                                       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% per annum, due upon
    demand, unsecured                                     294
  
  Note payable to a shareholder of the Company,
    interest at 12% per annum, due upon demand,
    unsecured                                              54
  
  Note payable to an entity related to a shareholder
    of the Company, annual compounding interest
    at 12%, due upon demand, unsecured                  2,000
  
  Note payable to an individual, interest at 12%
    per annum, due on February 7, 1999, unsecured
    and in default at March 31, 1999.  Subsequently
    paid in full                                       20,000
  
  Note payable to an individual, interest at 12%
    per annum, due on May 1, 1999, unsecured           20,000
  
  Note payable to a related entity, which is a
    shareholder of the Company, interest at 12%
    per annum, due upon demand, unsecured              50,000
                                                    _________
     Total Long-term obligations                      109,410
  
  Less:  current maturities                         (109,410)
                                                    _________
  Long-term obligations, excluding current portions $       -
                                                    _________

                                   -12-
<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 holders of 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 March 31, 1999, the Company has accrued preferred dividends
  totaling  $49,176.  None of the dividends had been paid as of March 31,  1999.
  As  of March 31, 1999, a total of 217,250 shares of preferred stock have  been
  accounted  for  as  converted to 217,250 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 the 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 through October  28,  2002.
  During  March 1999, the Company renegotiated the $20,000 note and  granted  an
  additional 5,000 warrants to purchase the Company's common stock at $1.00  per
  share.  This note became due and was in default from November 28, 1998 through
  March, 1999 when it was renegotiated by extending the due date to May 1, 1999.
  
  During  March  1999,  the Company also granted a total of 85,000  warrants  to
  purchase the Company's common stock at $1.00 per share in payment of the 5,000
  warrants  for  every  week the note was delinquent.  During  April  1999,  the
  Company paid this note in full and as of March 31, 1999 no warrants have  been
  exercised.
  
  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 ($2,500
  to  each  individual), $5,000 due on January 9, 1999 (an additional $2,500  to
  each  individual),  and 10,000 shares (5,000 shares of common  stock  to  each
  individual) of its common stock valued at $10,000 or $1.00 per share.   During
  January  1999,  the  Company  paid  the  remaining  $5,000  ($2,500  to   each
  individual).
  
  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
  March 31, 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.  Also 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 March  31,  1999,
  none of these options have been exercised.
  
                                   -13-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
  
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 March 31, 1999, the total of all deferred tax
  assets  was  approximately  $630,000  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
  $549,622 as of March 31, 1999, which has been offset against the deferred  tax
  assets.   The  net change in the valuation allowance during the  period  ended
  March 31, 1999 amounted to approximately $169,604.
  
NOTE 7 - RELATED PARTY TRANSACTIONS
  
  Notes  Payable  -  During the six months ended March  31,  1999,  the  Company
  accrued a total interest of $973 on related party notes payable.  At March 31,
  1999  and September 30, 1998, related party notes payable amounted to $109,410
  (of  which  $1,828 was  an additional  compounding of  interest) and $17,582,
  respectively.
  
  During the six months ended March 31, 1999, the Company paid a total of $0  to
  a  shareholder for non-interest bearing and due upon demand advances  made  to
  the  Company.   At  March  31, 1999 and September 30, 1998,  advances  from  a
  shareholder totaled $259 and $6,200.
  
  Employment  Agreements - As of March 31, 1999, 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.

                                   -14-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
  
  
NOTE 7 - RELATED PARTY TRANSACTIONS [Continued]
  
  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.  As of March 31, 1999, the Company owes
  the former CEO a total of $10,000 in back wages.  This amount has been accrued
  and is included in other accrued liabilities.

  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.
  
  Subsequent to March 31, 1999, the Company entered into an employment agreement
  for a Vice-President of Advertising. [See Note 13]
  
  Related  Entity  -  Certain officers or shareholders of the Company  are  also
  affiliated with an entity with whom the Company has a licensing and  marketing
  agreement [See Note 3].  Cash of $300,000 and common stock valued at  $700,000
  was paid to the affiliated company for the licensing rights.
  
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
  September  1998 and effective November 1998, the Company amended the  original
  lease  in  Minden,  Nevada.  The lease amendment calls for  monthly  rents  of
  $1,204 and is for one year (which automatically renews for another year with a
  monthly rent increase of .75% or $1,213).
  
NOTE 9 - CONCENTRATION OF RISK
  
  The  Company's  operations are currently dependent upon the  use  of  software
  which is licensed from a related entity and from an unrelated entity [See Note
  3].  In the event the Company is unable to renew these software licenses, when
  they  expire,  a  disruption or termination of the Company's operations  could
  occur.   The  financial statements do not include any adjustments  that  might
  result from the outcome of these uncertainties.

                                   -15-
<PAGE>


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

NOTE 10 - 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 $381,582 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.
  
  
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 ($42,000 total).  During November
  1998, this agreement terminated and was not renewed.
  
  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).
  
                                   -16-
<PAGE>

  
                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
  
  
NOTE 12 - EARNINGS (LOSS) PER SHARE
  
  The  following  data  show the amounts used in computing earnings  (loss)  per
  share  and  the effect on income and the weighted average number of shares  of
  dilutive potential common stock for the periods ended March 31, 1999 and  1998
  and from inception on November 5, 1996 through March 31, 1999:
  
                            For the Three         For the Six     From Inception
                            Months Ended          Months Ended    on November 5,
                              March 31,             March 31,      1996 Through
                        _____________________ _____________________  March 31,
                           1999       1998       1999       1998       1999
                        __________ __________ __________ __________ ____________
  Income (loss) from 
    continuing operations
    applicable to common
    stock               $(258,856) $(576,682) $(499,204) $(832,830) $(2,017,143)
  
  Less:  preferred 
    dividends              (8,623)   (26,070)   (18,397)   (26,070)     (49,176)
                        __________ __________ __________ __________ ____________
  Income (loss) available 
    to common stockholders 
    used in earnings 
    (loss) per share    $(267,479) $(602,752) $(517,601) $(858,900) $(2,066,319)
                        __________ __________ __________ __________ ____________
  Weighted average number 
    of common shares 
    outstanding used in 
    earnings (loss) per
    share during the 
    period               4,363,174  3,713,237  4,347,151  3,682,371    3,315,988
                        __________ __________ __________ __________ ____________
  
  Dilutive  earnings (loss) per share was not presented, as its effect is anti-
  dilutive.
  
  
NOTE 13 - SUBSEQUENT EVENTS
  
  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  gave $5,000 down, 10,000 shares of its common  stock  valued  at
  $10,000 or $1.00 per share, and will pay an additional $5,000 by July 1999.
  
  Confidential  Offering Memorandum - The Company has 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. The promissory notes mature on June  1,
  2,000.   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.  Although the offering
  is  still  underway the Company did receive $200,000 during April 1999  as  it
  reached the minimum amount for the offering.
  
                                   -17-
<PAGE>


                         WEBQUEST INTERNATIONAL, INC.
                         [A Development Stage Company]
                                       
               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                       
                                       
NOTE 13 - SUBSEQUENT EVENTS [Continued]
  
  Purchase  of  Technology Rights - Subsequent to March 31,  1999  (during  May,
  1999)  the  Company entered into a new agreement with Homeseekers.com  wherein
  the  license and marketing agreement between the two companies was terminated.
  The new agreement provided for the transfer of ownership to the Company of the
  technology  rights,  software and source code for an  interactive  advertising
  game  for use on the internet (commonly known as "iPONG"). The technology  and
  software   was  previously  licensed  by  the  Company  [See  Note   3].    As
  consideration, the Company agreed to pay a royalty of 7% of gross revenues for
  a  period  of  five  years  and  issued 100,000  shares  of  common  stock  to
  Homeseekers.com.   The  Company will continue its business  relationship  with
  Homeseekers.com  for  such  things as consultation, programming  services  and
  Website hosting.
  
  
  Employment  Agreement - 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 will also receive
  options to purchase 10,000 shares of common stock at an exercise price of $.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.
  
                                   -18-  
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS 

RESULTS OF OPERATIONS

COMPARISON OF THE SIX MONTHS ENDING MARCH 31, 1999 TO THE SIX MONTHS ENDING 
MARCH 31, 1998

Total revenues increased from $0.00 for the six months ended March 31, 1998 to
$1,000 for the six months ended March 31, 1998. This increase resulted primarily
from advertising revenue.

Cost of Sales decreased 59% from $92,600 for the six months ended March 31, 1998
to $38,008 for the six months ended March 31, 1999. This decrease was due 
primarily to reduced programming expenses.

Operating expenses decreased 39% from $831,331 for the six months ended March 31
1998 to $510,057 for the six months ended March 31, 1999. This decrease was due 
primarily to decreased programming expense and officer and administrative 
salaries.

Interest expense increased 69% from $1,499 for the six months ending March 31,
1998 to $4,911 for the six months ending March 31, 1999. This increase was due 
primarily to interest on additional loans.

The net loss for the six months ending March 31, 1999 of $517,601, or ($0.12)
per share, decreased $341,299 from the net loss of $858,900, or ($0.24) per 
share, for the period ending March 31, 1998.  This was due primarily to the 
reductions in operating expense and cost of sales.

                                   -19-
<PAGE>


COMPARISON OF THE THREE MONTHS ENDING MARCH 31, 1999 TO THE THREE MONTHS ENDING
MARCH 31, 1998

Total revenues increased from $0.00 for the three months ending March 31, 1998 
to $1000 for the three months ending March 31, 1998. This increase resulted 
primarily from advertising revenue.

Cost of Sales decreased 52% from $58,250 for the three months ending March 31,
1998 to $27,921 for the three months ending March 31, 1999. This decrease was 
due primarily to reduced programming expenses.

Operating expenses decreased 57% from $575,584 for the three months ending March
31, 1998 to $250,004 for the three months ending March 31, 1999. This was due 
primarily to a decrease in contract labor, travel and salaries.

Interest expense increased 139% from $1,098 for the three months ending March 
31, 1998 to $2,620 for the three months ending March 31, 1999. This increase 
was due primarily to interest on additional loans.

The net loss for the three months ending March 31, 1999 is $267,479, or ($0.06) 
per share, decreased $335,273 from the net loss of $602,752, or ($0.16) per 
share, for the three months ending March 31, 1998. The decrease in net loss is 
primarily due to lower operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operations during the quarter ending March 31, 1999 was 
financed primarily by the sale of Homeseekers stock and a $50,000 loan from 
Homeseekers.com, dated March 15, 1999 at 12% APR for 90 days. The Company 
expects to repay this loan in full by June 15, 1999.	
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.

                                   -20-
<PAGE>


                            PART II-Other Information
Item 1. Legal Proceedings. 
     The Company is not engaged in any legal proceedings.	

Item 2. Changes in Securities and Use of Proceeds. 
     None

Item 3. Defaults Upon Senior Securities. 
     The Company has accrued dividends of $49,176 on its Preferred Stock and 
     expects to pay such accrued dividends in the near future.

Item 4. Submission of Matters to a Vote of Security Holders. 
     None

Item 5. Other Information. 
     Rider A
Effective as of January 31, 1999, Bob Horn resigned as an officer and director 
of the Company to pursue other interests. The Company's Board of Directors has 
elected Kirk Johnson, formerly the Vice President of the Company, to serve as 
President and Chief Executive Officer. Mr Johnson also continues to serve as the
Company's Secretary and Treasurer and as a member of the Board Of Directors.  

Items 6 Exhibits and Reports on Form 8-K

None


Signatures*

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

WebQuest International, Inc.
 (Registrant)                                     

/s/ Kirk Johnson
 .............................................. 
Kirk Johnson			
President, Chief Executive Officer                                 
Secretary and Treasurer                                  

May 14, 1999

                                   -21-
<PAGE>